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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-3579
PITNEY BOWES INC.
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock ($2 par value) New York Stock Exchange
$2.12 Convertible Cumulative New York Stock Exchange
Preference Stock (no par value)
Preference Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
4% Convertible Cumulative Preferred Stock ($50 par value)
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past
90 days. Yes X No
The aggregate market value of voting stock (common stock and $2.12
preference stock) held by non-affiliates of the Registrant as of March 15,
1996 is $7,317,695,742.
Number of shares of common stock, $2 par value, outstanding as of March 15,
1996 is 149,835,860.
DOCUMENTS INCORPORATED BY REFERENCE:
1. Only the following portions of the Pitney Bowes Inc. 1995 Annual
Report to Stockholders are incorporated by reference into Parts I, II
and IV of this Form 10-K Annual Report.
(a) Financial Statements, pages 28 to 41.
(b) Management's Discussion and Analysis and Summary of Selected
Financial Data on pages 20 to 27 excluding the information on
page 26 relating to Dividend Policy.
(c) Stock Information and Stock Exchanges, on page 42.
2. Pitney Bowes Inc. Notice of the 1996 Annual Meeting and Proxy
Statement dated March 29, 1996 pages 3, 4, 7, 8, 11-13, 20 and
portions of pages 2, 5, 9, 10, 14 and 19 are incorporated by reference
into Part III of this Form 10-K Annual Report.
PART I
Item 1. Business
Pitney Bowes Inc. and its subsidiaries (the company) operate within three
industry segments: business equipment, business services, and commercial
and industrial financing. The company operates in two geographic areas:
the United States and outside the U.S. Financial information concerning
revenue, operating profit and identifiable assets by industry segment and
geographic area appears on pages 20 and 40 of the Pitney Bowes Inc. 1995
Annual Report to Stockholders and is incorporated herein by reference.
Business Equipment. Business equipment consists of four products and
service classes: mailing systems, copying systems, facsimile systems and
related financing. These products and services are sold, rented or leased
by the company. Some of the company's products are sold through dealers
outside the U.S.
Mailing systems include postage meters, parcel registers, mailing
machines, manifest systems, letter and parcel scales, mail openers,
mailroom furniture, folders, and paper handling and shipping equipment.
Copying systems include a wide range of copying systems and supplies.
Facsimile systems include a wide range of facsimile systems and
supplies.
The financial services operations provide lease financing for the
company's products in the U.S., Canada, the United Kingdom, Germany,
France, Norway, Ireland and Australia.
The company sold its Dictaphone Corporation (Dictaphone) and Monarch
Marking Systems, Inc. (Monarch) subsidiaries in 1995 resulting in gains
approximating $155 million net of approximately $130 million of income
taxes. Dictaphone and Monarch have been classified in the Consolidated
Statement of Income as discontinued operations; revenue and income from
continuing operations exclude the results of Dictaphone and Monarch for all
periods presented. (See Note 12, Acquisitions and discontinued operations,
of the Notes to the Consolidated Financial Statements in the Pitney Bowes
Inc. 1995 Annual Report to Stockholders which information is incorporated
herein by reference).
Business Services. Business services consists of two classes of servicing
the needs of third parties: facilities management and mortgage servicing.
Facilities management services are provided for a variety of business
support functions, including correspondence mail and reprographics
management, high volume
automated mail center management and related
activities such as facsimile, supplies distribution and records management
provided by the company's Pitney Bowes Management Services, Inc. subsidiary
(PBMS).
The business services segment also includes mortgage servicing.
Mortgage servicing provides billing, collecting and processing services for
major investors in residential first mortgages for a fee.
In October 1993, the company acquired all outstanding shares of
Ameriscribe Corporation (Ameriscribe), a nationwide provider of on-site
reprographics, mailroom and other office services. The company
consolidated this unit with its facilities management business operated
through its wholly-owned subsidiary, PBMS.
Commercial and Industrial Financing. The commercial and industrial
financing segment provides equipment financing for non-Pitney Bowes
equipment and other financial services to the commercial and industrial
markets in the U.S. Products financed include both commercial and non-
commercial aircraft, over-the-road trucks and trailers, railcars and
locomotives and high-technology equipment such as data processing and
communications equipment as well as commercial real estate properties. The
finance operations have also participated, on a select basis, in certain
other types of financial transactions including: sale of certain lease
transactions, senior secured loans in connection with acquisitions,
leveraged buyout and recapitalization financings and certain project
financings.
Since the first quarter of 1993, the company has continued to phase out
the business of financing non-Pitney Bowes equipment outside the U.S. In
the U.S. the company continues to finance a broad range of other commercial
and industrial products. Consolidated financial services operations
financed 39 percent of consolidated sales from continuing operations in
1995, 41 percent in 1994 and 44 percent in 1993. The decreasing percentage
financed is a direct result of the increasing significance of the
facilities management business to the company's revenue. The facilities
management business does not utilize traditional financing services used by
the other businesses within the company.
Financial services' (which includes commercial and industrial, and
internal financing) borrowing strategy is to use a balanced mix of debt
maturities, variable- and fixed-rate debt and interest rate swap agreements
to control its sensitivity to interest rate volatility. The company
utilizes interest rate swap agreements when it considers the economic
benefits to be favorable. Swap agreements have been principally utilized
to fix interest rates on commercial paper and/or obtain a lower cost on
debt than would otherwise be available absent the swap. The financial
services businesses may borrow through the sale of commercial paper, under
its confirmed bank lines of credit, and by private and public offerings of
intermediate- or long-term debt securities. While the company's funding
strategy may reduce sensitivity to interest rate changes over the long-
term, effective interest costs have been and will continue to be impacted
by interest rate changes. The company periodically adjusts prices on its
new leasing and financing transactions to reflect changes in interest
rates; however, the impact of these rate changes on revenue is usually less
immediate than the impact on borrowing costs.
Nonrecurring Items, Net. During 1994, the company adopted a formal plan
designed to address the impact of technology on work force requirements and
to further refine its strategic focus on core businesses worldwide.
Accordingly, in the third quarter of 1994 the company recorded a $93.2
million charge to income to cover the costs of such actions. The charge
anticipated $61 million of severance and benefit costs for work force
reductions, $22 million of asset write downs and $10 million of other exit
costs. As of December 31, 1995, the company has made severance and benefit
payments of approximately
$49 million, the majority of which was expended
in 1995, to nearly 1,500 employees separated under these strategic focus
initiatives.
The phase-out of older product lines, introduction of new, advanced
products and increased need for higher employee skill levels to deliver and
service these products will ultimately require a work force reduction of
approximately 1,700 employees worldwide, and the future hiring of
approximately 450 new employees with these requisite enhanced skills upon
completion of these strategic focus initiatives. As of December 31, 1995,
approximately 400 employees with the requisite skills have been hired to
produce and service advanced product offerings. All costs associated with
hiring of new employees were excluded from the charge and have been and
will continue to be recognized appropriately in the period incurred.
Current and future advanced product offerings require a smaller, but
more highly skilled engineering, manufacturing and service work force to
take full advantage of design, production, diagnostic and service
strategies. These disciplines anticipated a work force reduction of more
than 850 employees with related severance and benefit costs of $27 million.
As of December 31, 1995, the actions taken by the company relative to this
portion of the initiative have resulted in cash expenditures of
approximately $21 million and anticipated 1996 expenditures of
approximately $6 million. Other anticipated strategic actions included
reengineering and streamlining of order flow, logistics and other
administrative processes in the U.S., Europe and the Asia Pacific region
which anticipated an additional work force reduction of more than 800
employees with related severance and benefit costs of $22.7 million. As of
December 31, 1995, the actions taken by the company relative to this
portion of the initiative have resulted in cash expenditures of
approximately $17 million, an additional accrual of approximately $5
million in separation and benefit costs and anticipated 1996 expenditures
of approximately $10 million. The additional accrual has been recorded in
selling, service and administrative expense in the Consolidated Statement
of Income in the Pitney Bowes Inc. 1995 Annual Report to Stockholders which
information is incorporated herein by reference. The decisions to phase
out non-mailing products in Germany and the cessation of further
development and marketing of shipping products which could not be cost-
effectively upgraded to new technologies accounted for the remaining work
force reductions and related severance and benefit costs. As of December
31, 1995, the actions taken by the company relative to this portion of the
initiative have resulted in cash expenditures of approximately $9 million
and anticipated 1996 expenditures of approximately $2 million.
As noted above, included in the plan to refine the strategic business
focus of the company were anticipated asset write downs of $22 million and
$10 million of other exit costs for certain additional actions. Consistent
with a refinement of focus on core businesses, these actions include
phasing-out non-mailing products in Germany. This decision anticipated the
write down of inventories, lease and rental contracts and other assets to
their net realizable value for which $7.4 million was provided. The
decision to cease development and marketing of certain shipping products as
noted above anticipated further inventory and other asset write-offs of
$8.6 million. The company decided to transition a software-based business
with its own product offerings to a limited product development and
marketing support function. As a result, $6.3 million of goodwill related
to the acquisition of this business was written-off. The $10 million of
other exit costs are primarily due to the adoption of a centralized
organizational structure in the European financial services businesses that
anticipated the early termination of a facility lease. As of December 31,
1995, approximately $19 million in assets have been written off, $3 million
of certain other exit costs have been incurred, approximately $2 million of
the original anticipated write down associated with the phase-out of non-
mailing products in Germany has been reclassified as other exit costs
within the reserve and $5 million originally provided for the early
termination of a facility lease has been reversed through selling, service
and administration expense in the Consolidated Statement of Income in the
Pitney Bowes Inc. 1995 Annual Report to Stockholders which information is
incorporated herein by reference. Anticipated 1996 expenditures
approximate $5 million, with the majority to be cash expenditures.
Benefits from the strategic focus initiatives (principally reduced
employee expense) will be offset, in part, by increased hiring and training
expenses to obtain employees with requisite skills.
Support Services. The company maintains extensive field service
organizations in the U.S. and certain other countries to provide support
services to customers who have rented, leased or purchased equipment. Such
support services, provided primarily on the basis of annual maintenance
contracts, accounted for 12 percent, 13 percent and 14 percent of revenue
in 1995, 1994 and 1993, respectively.
Marketing. The company's products and services are marketed through an
extensive network of offices in the U.S. and through a number of
subsidiaries and independent distributors and dealers in many countries
throughout the world as well as through direct marketing and outbound
telemarketing. The company sells to a variety of business, governmental,
institutional and other organizations (See Regulatory Matters below). It
has a broad base of customers, and is not dependent upon any one customer
or type of customer for a significant part of its business. The company
does not have significant backlog or seasonality relating to its
businesses.
Operations Outside the United States. The company's manufacturing
operations outside the U.S. are in the United Kingdom.
Competition. The company has historically been a leading supplier of
certain products and services in its business segments, particularly
postage meters and mailing machines. However, all segments have strong
competition from a number of companies. In particular, it is facing
competition in many countries for new placements from several postage meter
and mailing machine suppliers, and its mailing systems products face some
competition from products and services offered as alternative means of
message communications. PBMS, a market leader in providing mail and
related support services to the corporate, financial services, and
professional services markets, competes against national, regional and
local firms specializing in facilities management. The company believes
that its long experience and reputation for product quality, and its sales
and support service organizations are important factors in influencing
customer choices with respect to its products and services.
The financing business is highly competitive with aggressive rate
competition. Leasing companies, commercial finance companies, commercial
banks and other financial institutions compete, in varying degrees, in the
several markets in which the finance operations do business and range from
very large, diversified financial institutions to many small, specialized
firms. In view of the market fragmentation and absence of any dominant
competitors which result from such competition, it is not possible to
provide a meaningful description of the finance operations' competitive
position in these markets.
Research and Development/Patents. The company has research and development
programs that are directed towards developing new products and improving
the economy and efficiency of its operations, including its production and
service methods. Expenditures on research and development totaled $81.8
million, $78.6 million and $80.9 million in 1995, 1994 and 1993,
respectively.
As a result of its research and development efforts, the company has
been awarded a number of patents with respect to several of its existing
and planned products. However, the company believes its businesses are not
materially dependent on any one patent or any group of related patents.
The company also believes its businesses are not materially dependent on
any one license or any group of related licenses.
Material Supplies and Environmental Protection. The company believes it
has adequate sources for most parts and materials for the products it
manufactures. However, products manufactured by the company rely to an
increasing extent on microelectronic components, and temporary shortages of
these components have occurred from time to time due to the demands by many
users of such components.
The company purchases copiers, facsimile equipment, and scales,
primarily from Japanese suppliers. The company believes that it has
adequate sources available to it for the foreseeable future for such
products.
The company is subject to federal, state and local laws and regulations
concerning the environment, and is currently participating in
administrative or court proceedings as a participant in various groups of
potentially responsible parties. These proceedings are at various stages
of activity, and it is impossible to estimate with any certainty the total
cost of remediation, the timing and extent of remedial actions which may be
required by governmental authorities, and the amount of the liability, if
any, of the company. If and when it is possible to make a reasonable
estimate of the company's liability, if any, with respect to such a matter,
a provision would be made as appropriate. Based on facts presently known
to it, the company does not believe that the outcome of these proceedings
will have a material adverse effect on its financial condition.
Regulatory Matters. On June 9, 1995, the United States Postal Service
(U.S.P.S.) issued final regulations addressing the manufacture,
distribution and use of postage meters. The regulations cover four general
categories: meter security, administrative controls, Computerized Meter
Resetting Systems (C.M.R.S.) and other issues. In general, the regulations
impose reporting and performance obligations on meter manufacturers,
prescribe potential administrative sanctions for failure to meet these
obligations and require a restructuring of the fund management system of
C.M.R.S., such as the company's Postage by Phone(R) System, to give the
U.S.P.S. more direct control over meter licensee deposits. The company is
working with the U.S.P.S. to ensure that the implementation of these
regulations provides mailing customers and the U.S.P.S. with the intended
benefits, and that Pitney Bowes also benefits. The company believes that
the financial impact to the company resulting from implementation of these
regulations will not be material.
The company is also currently working with the U.S.P.S. to devise a
multi-year migration schedule to phase out mechanical meters and replace
them with electronic meters in a manner that is most beneficial and least
disruptive to the operations of the company's customers. This is
consistent with the company's strategy of introducing new technology into
the market place to add value to customer operations and meet postal needs.
This strategy and the company's long-term focus has resulted in an increase
in the percentage of the electronic meter base in the U.S. from six percent
of the overall base in 1986 to nearly 50 percent of the installed meter
base in 1995. Until such time as a final meter migration plan is
promulgated, the financial impact, if any, on the company cannot be
determined; but, it is currently the belief of the company that the
migration plan will not cause a material adverse financial impact.
Employee Relations. At December 31, 1995, 23,136 persons were employed by
the company in the U.S. and 4,587 outside the U.S. Employee relations
are considered to be very satisfactory. The great majority of employees
are not represented by any labor union. Management follows the policy of
keeping employees informed of its decisions, and encourages and implements
employee suggestions whenever practicable.
Item 2. Properties
The company's World Headquarters and certain other office and manufacturing
facilities are located in Stamford, Connecticut. The company maintains
research and development operations at a corporate engineering and
technology center in Shelton, Connecticut. A sales and service training
center is located near Atlanta, Georgia. The company built a new facility
in Shelton, Connecticut, which was completed in 1995. The company believes
that its current and planned manufacturing, administrative and sales office
properties are adequate for the needs of all of its business segments.
Business Equipment. Business equipment products are manufactured in a
number of plants principally in Connecticut, as well as in Harlow, England.
Most of these facilities are owned by the company. There are 195 sales,
support services, and finance offices, substantially all of which are
leased, located throughout the U.S. and in a number of other countries.
Executive and administrative offices of the financing operations within the
U.S. are located in Norwalk, Connecticut. Offices outside the U.S. are
maintained in London, England; Heppenheim, Germany; Paris, France;
Mississauga, Ontario, Canada; North Ryde, Australia; Oslo, Norway; and
Dublin, Ireland.
Business Services. The company's PBMS subsidiary is headquartered in
Stamford, Connecticut and leases facilities in 29 cities located throughout
the U.S. as well as leased facilities in Montreal, Quebec and Toronto,
Ontario, Canada; and London, England. The Atlantic Mortgage and Investment
Corporation operates in Jacksonville, Florida.
Commercial and Industrial Financing. Pitney Bowes Credit Corporation
leases executive and administrative offices in Norwalk, Connecticut and
Tualatin, Oregon. There are seven leased regional and district sales
offices located throughout the U.S.
Item 3. Legal Proceedings
From time to time, the company is a party to lawsuits that arise in the
ordinary course of its business. These lawsuits may involve litigation by
or against the company to enforce contractual rights under vendor,
insurance, or other contracts; lawsuits by or against the company relating
to intellectual property or patent rights; equipment, service or payment
disputes with customers; disputes with employees; or other matters. The
company is currently a defendant in lawsuits, none of which should have, in
the opinion of management and legal counsel, a material adverse effect on
the company's financial position or results of operations.
The company has been advised that the Antitrust Division of the U.S.
Department of Justice is conducting a civil investigation of its postage
equipment business to determine whether there is, has been, or may be a
violation of the surviving provisions of the 1959 consent decree between
the company and the U.S. Department of Justice, and/or the antitrust laws.
The company intends to cooperate with the Department's investigation.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
Executive
Officer
Name Age Title Since
George B. Harvey 64 Chairman, President and Chief 1967
Executive Officer
Carmine F. Adimando 51 Vice President - Finance and 1982
Administration, and Treasurer
Marc C. Breslawsky 53 Vice-Chairman 1985
Amy C. Corn 42 Corporate Secretary and Senior 1996
Associate General Counsel
Michael J. Critelli 47 Vice-Chairman 1988
Meredith B. Fischer 43 Vice President - Communications, 1996
Marketing and Future Strategy
Arlen F. Henock 39 Vice President - Controller and 1996
Chief Tax Counsel
Douglas A. Riggs 51 Vice President - General Counsel 1988
Carole F. St. Mark 53 President and Chief Executive Officer - 1985
Pitney Bowes Business Services
Johnna G. Torsone 45 Vice President - Personnel 1993
There is no family relationship among the above officers, all of whom have
served in various corporate, division or subsidiary positions with the
company for at least the past five years.
George B. Harvey, Chairman, President and Chief Executive Officer,
will retire at the end of the year in accordance with the company's
retirement age of 65. Michael J. Critelli was elected Vice Chairman and
Chief Executive Officer and Marc C. Breslawsky was elected President and
Chief Operating Officer, both effective at the company's annual meeting on
May 13, 1996. Mr. Critelli was also elected Chairman of the Board and
Chief Executive Officer, effective January 1, 1997. Mr. Harvey will
continue to serve as Chairman until December 31, 1996.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholders' Matters
The sections entitled "Stock Information" and "Stock Exchanges" on page 42
of the Pitney Bowes Inc. 1995 Annual Report to Stockholders are
incorporated herein by reference. At December 31, 1995, the company had
32,859 common stockholders of record.
Item 6. Selected Financial Data
The section entitled "Summary of Selected Financial Data" on page 27 of the
Pitney Bowes Inc. 1995 Annual Report to Stockholders is incorporated herein
by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The section entitled "Management's Discussion and Analysis" on pages 20 to
26 of the Pitney Bowes Inc. 1995 Annual Report to Stockholders is
incorporated herein by reference, except for the section on page 26
relating to "Dividend Policy".
The company wishes to caution readers that any forward-looking
statements contained in this Form 10-K or made by the management of the
company involve risks and uncertainties, and are subject to change based on
various important factors. The following factors, among others, could
affect the company's financial results and could cause the company's
financial performance to differ materially from the expectations expressed
in any forward-looking statement made by or on behalf of the company -- the
strength of worldwide economies; the effects of and changes in trade,
monetary and fiscal policies and laws, and inflation and monetary
fluctuations; the timely development of and acceptance of new Pitney Bowes
products and the perceived overall value of these products by users
including the features, pricing, and quality compared to competitors'
products; the willingness of users to substitute competitors' products for
Pitney Bowes products; the success of the company in gaining approval of
its products in new markets where regulatory approval is required; the
ability of the company to successfully enter new markets, including the
ability to efficiently distribute and finance its products; the impact of
changes in postal regulations around the world that directly regulate the
manufacture, ownership and or distribution of postage meters, or that
regulate postal rates and discounts; the willingness of mailers to utilize
alternative means of communication; and the company's success at managing
customer credit risk.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 29, 1996, appearing on pages 28 to 41 of the
Pitney Bowes Inc. 1995 Annual Report to Stockholders are incorporated
herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Except for the information regarding the company's executive officers (see
"Executive Officers of the Registrant" on page 8), the information called
for by this Item is incorporated herein by reference to the sections
entitled "Election of Directors" and "Security Ownership of Directors and
Executive Officers" on pages 2 to 5 and 7 and 8 of the Pitney Bowes Inc.
Notice of the 1996 Annual Meeting and Proxy Statement.
Item 11. Executive Compensation
The sections entitled "Directors' Compensation", "Executive Officer
Compensation", "Severance and Change of Control Arrangements" and "Pension
Benefits" on pages 8, 9, 10 to 14, and 19 to 20 of the Pitney Bowes Inc.
Notice of the 1996 Annual Meeting and Proxy Statement are incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The section entitled "Security Ownership of Directors and Executive
Officers" on pages 7 and 8 of the Pitney Bowes Inc. Notice of the 1996
Annual Meeting and Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial statements - see Item 8 on page 9 and
"Index to Financial Statements and Schedules" on page 17.
2. Financial statement schedules - see "Index to
Financial Statements and Schedules" on page 17.
3. Exhibits (numbered in accordance with Item 601 of
Regulation S-K).
Reg. S-K Status or Incorporation
Exhibits Description by Reference
(3)(a) Restated Certificate Incorporated by reference to Exhibit
of Incorporation, as (3a) to Form 10-K as filed with the
amended Commission on March 30, 1993.
(Commission file number 1-3579)
(b) By-laws, as amended Exhibit (i)
(4)(a) Form of Indenture Incorporated by reference to Exhibit
dated as of November (4a) to Form 10-K as filed with the
15, 1987 between the Commission on March 24, 1988.
company and Chemical (Commission file number 1-3579)
Bank, as Trustee
(b) Form of Debt Securities Incorporated by reference to Exhibit
(4b) to Form 10-K as filed with the
Commission on March 24, 1988.
(Commission file number 1-3579)
(c) Form of First Incorporated by reference to Exhibit
Supplemental Indenture (1) to Form 8-K as filed with the
dated as of June 1, Commission on June 16, 1989.
1989 between the (Commission file number 1-3579)
company and Chemical
Bank, as Trustee
(d) Form of Indenture Incorporated by reference to Exhibit
dated as of April 15, (4.1) to Registration Statement on Form
1990 between the S-3(No. 33-33948) as filed with the
company and Chemical Commission on March 28, 1990.
Bank, as successor to
Manufacturers Hanover
Trust Company, as
Trustee
(e) Forms of Debt Securities Incorporated by reference to Exhibit
(4) to Form 10-Q as filed with the
Commission on May 14, 1990. (Commission
file number 1-3579)
(f) Form of Indenture Incorporated by reference to Exhibit
dated as of May 1, (4a) to Registration Statement on Form
1985 between Pitney S-3(No. 2-97411) as filed with the
Bowes Credit Commission on May 1, 1985.
Corporation and
Bankers Trust Company,
as Trustee
(g) Letter Agreement Incorporated by reference to Exhibit
between Pitney Bowes (4b) to Registration Statement on Form
Inc. and Bankers Trust S-3(No. 2-97411) as filed with the
Company, as Trustee Commission on May 1, 1985.
(h) Form of First Incorporated by reference to Exhibit
Supplemental Indenture (4b) to Registration Statement on Form
dated as of December S-3(No. 33-10766) as filed with the
1, 1986 between Pitney Commission on December 12, 1986.
Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee
(i) Form of Second Incorporated by reference to Exhibit
Supplemental Indenture (4c) to Registration Statement on Form S-
dated as of February 3(No. 33-27244) as filed with the
15, 1989 between Commission on February 24, 1989.
Pitney Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee
(j) Form of Third Incorporated by reference to Exhibit (1)
Supplemental Indenture to Form 8-K as filed with the Commission
dated as of May 1, on May 16, 1989. (Commission file number
1989 between Pitney 1-3579)
Bowes Credit
Corporation and
Bankers Trust Company,
as Trustee
(k) Indenture dated as of Incorporated by reference to Exhibit
November 1, 1995 (4a) to Amendment No. 1 to Registration
between the company Statement on Form S-3 (No. 33-62485) as
and Chemical Bank, as filed with the Commission on November 2,
Trustee 1995.
(l) Preference Share Incorporated by reference to Exhibit (4)
Purchase Rights to Form 8-K as filed with the Commission
Agreement dated on March 13, 1996. (commission file
December 11, 1995 number 1-3579)
between the company
and Chemical Mellon
Shareholder Services,
LLC., as Rights Agent
The company has outstanding certain other long-term indebtedness.
Such long-term indebtedness does not exceed 10% of the total
assets of the company; therefore, copies of instruments defining
the rights of holders of such indebtedness are not included as
exhibits. The company agrees to furnish copies of such
instruments to the Securities and Exchange Commission upon
request.
Executive Compensation Plans:
(10)(a) Retirement Plan for Incorporated by reference to Exhibit
Directors of Pitney (10a) to Form 10-K as filed with the
Bowes Inc. Commission on March 30, 1993.
(Commission file number 1-3579)
(b) Deferred Compensation Incorporated by reference to Exhibit
Plan for Directors (10b) to Form 10-K as filed with the
Commission on March 30, 1993.
(Commission file number 1-3579)
(c) Pitney Bowes Inc. Incorporated by reference to Exhibit
Directors' Stock Plan (10a) to Form 10-K as filed with the
Commission on March 25, 1992.
(Commission file number 1-3579)
(d) Pitney Bowes 1991 Incorporated by reference to Exhibit
Stock Plan (10b) to Form 10-K as filed with the
Commission on March 25, 1992.
(Commission file number 1-3579)
(e) Pitney Bowes Inc. Key Incorporated by reference to Exhibit
Employees' Incentive (10c) to Form 10-K as filed with the
Plan (as amended and Commission on March 25, 1992.
restated) (Commission file number 1-3579)
(f) 1979 Pitney Bowes Incorporated by reference to Exhibit
Stock Option Plan (as (10d) to Form 10-K as filed with the
amended and restated) Commission on March 25, 1992.
(Commission file number 1-3579)
(g) Pitney Bowes Severance Incorporated by reference to Exhibit
Plan, as amended, (10) to Form 10-K as filed with the
dated December 12, Commission on March 23, 1989.
1988 (Commission file number 1-3579)
(h) Pitney Bowes Executive Exhibit (ii)
Severance Policy,
adopted December 11,
1996.
(11) Statement re Exhibit (iii)
computation of per
share earnings
(12) Computation of ratio Exhibit (iv)
of earnings to fixed
charges
(13) Portions of annual Exhibit (v)
report to security
holders
(21) Subsidiaries of the Exhibit (vi)
registrant
(23) Consent of experts and Exhibit (vii)
counsel
(27) Financial Data Schedule Exhibit (viii)
(b) No reports on Form 8-K were filed for the three months ended
December 31, 1995.
On March 13, 1996, the company filed a Form 8-K disclosing the
Preference Share Purchase Rights Agreement dated December 11, 1995
between the company and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Pitney Bowes Inc.
By /s/ George B. Harvey
(George B. Harvey)
Chairman, President and Chief
Executive Officer
Date April 1, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ George B. Harvey Chairman, President April 1, 1996
George B. Harvey and Chief Executive
Officer - Director
/s/ Carmine F. Adimando Vice President-Finance April 1, 1996
Carmine F. Adimando and Administration, and
Treasurer (principal
financial officer)
/s/ Arlen F. Henock Vice President-Controller April 1, 1996
Arlen F. Henock and Chief Tax Counsel
(principal accounting
officer)
/s/ Linda G. Alvarado Director April 1, 1996
Linda G. Alvarado
/s/ Marc C. Breslawsky Director April 1, 1996
Marc C. Breslawsky
/s/ William E. Butler Director April 1, 1996
William E. Butler
/s/ Colin G. Campbell Director April 1, 1996
Colin G. Campbell
/s/ Michael J. Critelli Director April 1, 1996
Michael J. Critelli
Signature Title Date
/s/ Charles E. Hugel Director April 1, 1996
Charles E. Hugel
/s/ David T. Kimball Director April 1, 1996
David T. Kimball
/s/ Leroy D. Nunery Director April 1, 1996
Leroy D. Nunery
/s/ Michael I. Roth Director April 1, 1996
Michael I. Roth
/s/ Phyllis S. Sewell Director April 1, 1996
Phyllis S. Sewell
/s/ Arthur R. Taylor Director April 1, 1996
Arthur R. Taylor
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The additional financial data should be read in conjunction with the
financial statements in the Pitney Bowes Inc. 1995 Annual Report to
Stockholders. Schedules not included with this additional financial data
have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto. Also,
separate financial statements of less than 100 percent owned companies,
which are accounted for by the equity method, have been omitted because
they do not constitute significant subsidiaries.
ADDITIONAL FINANCIAL DATA
Page
Pitney Bowes Inc.:
Report of independent accountants on financial
statement schedules 18
Financial statement schedule for the years 1993 - 1995:
Valuation and qualifying accounts and
reserves (Schedule II) 19
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Pitney Bowes Inc.
Our audits of the consolidated financial statements referred to in our
report dated January 29, 1996 appearing on page 41 of the Pitney Bowes Inc.
1995 Annual Report to Stockholders (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-
K) also included an audit of the financial statement schedule listed by
reference in Item 14(a)2 of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
Price Waterhouse LLP
Stamford, Connecticut
January 29, 1996
PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1993 TO 1995
(Dollars in thousands)
Additions
Balance at charged to Balance
beginning of costs and at end
Description year expenses Deductions of year
Allowance for doubtful accounts
1995 $16,909 $ 4,126(1) $ 7,985(2)(3) $ 13,050
1994 $16,691 $ 4,262 $ 4,044(3) $ 16,909
1993 $16,578 $ 9,024(4) $ 8,911(3) $ 16,691
Allowance for credit losses on finance receivables
1995 $113,091 $68,275 $67,860(3) $113,506
1994 $116,512 $64,933 $68,354(3) $113,091
1993 $ 96,975 $84,524 $64,987(3) $116,512
Reserve for transition costs(5)
1995 $64,893 $ 5,145 $47,052(6) $ 22,986
1994 $ 344 $93,258 $28,709(6) $ 64,893
1993 $ 1,627 $ - $ 1,283(7) $ 344
Valuation allowance for deferred tax asset(5)
1995 $37,532 $12,076 $ 915 $ 48,693
1994 $25,975 $12,867 $ 1,310 $ 37,532
1993 $28,800 $ 2,059 $ 4,884 $ 25,975
(1) Includes $382 of additions applicable to a business at acquisition.
(2) Includes $2,406 of deductions applicable to a business disposition.
(3) Principally uncollectible accounts written off.
(4) Includes $1,300 of additions applicable to a business at acquisition.
(5) Included in balance sheet as a liability.
(6) Includes amounts for asset write downs and amounts paid as well as
reclassifications.
(7) Amounts paid.