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 43 and 44 of the Pitney Bowes Inc. 1996 Annual Report to Stockholders and is incorporated herein by reference.
Business Equipment. Business equipment consists of four products, supplies and service classes: mailing systems, copying systems, facsimile systems and related financing. These products and services are sold, rented or leased by the company while supplies and services are sold. Some of the company's products are sold through dealers outside the U.S.
Mailing systems include postage meters, mailing machines, address hygiene software, 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, certain other European countries and Australia.
The company sold its Dictaphone Corporation (Dictaphone) and Monarch Marking Systems, Inc. (Monarch) subsidiaries in 1995. 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, Discontinued operations, of the Notes to the Consolidated Financial Statements in the Pitney Bowes Inc. 1996 Annual Report to Stockholders).
Business Services. Business services consists of facilities management and mortgage servicing.
Facilities management services are provided by the company's Pitney Bowes Management Services, Inc. subsidiary (P.B.M.S.). P.B.M.S. is a leader in providing on-and off-site services which help customers manage the creation, processing, storage, retrieval, distribution and tracking of documents and messages in both paper and digital form. P.B.M.S. provides customers with a variety of business support services to manage mail, copy and repographic centers, facsimile, electronic printing and imaging services, and records management.
Mortgage servicing is provided by Atlantic Mortgage & Investment Corporation (A.M.I.C.) a wholly-owned subsidiary of Pitney Bowes Credit Corporation. A.M.I.C. provides billing, collecting and processing services for major investors in residential first mortgages for a fee.
Commercial and Industrial Financing. The commercial and industrial financing segment provides large ticket financing programs, covering a broad range of products, 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, residual value insurance and certain project financings. The company also finances a broad range of other commercial and industrial products to small and medium-sized businesses throughout the United States, marketing exclusively through a nationwide network of brokers and independent lessors.
Consolidated financial services operations financed 39 percent of consolidated sales from continuing operations in 1996 and 1995, and 41 percent in 1994. The lower percentage of sales financed compared to 1994, 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. Through December 31, 1996, the company successfully implemented the plan adopted in the third quarter of 1994, which was designed to address the impact of technology on workforce requirements and to further refine its strategic focus on core businesses. The plan resulted in a $93.2 million charge against earnings in 1994. The details of this plan are discussed in Note 13 to the Consolidated Financial Statements. The company made severance and benefit payments of approximately $65 million, the majority of which were paid in 1995 to employees separated under the strategic focus initiatives.
Completion of the actions contemplated under the strategic initiatives cost the company approximately $5 million in excess of that initially provided in 1994. This excess was recorded in selling, service and administrative expense in 1995. Also, the company has written down assets and incurred certain other exit costs, as planned, by approximately $19 million and $3 million, respectively, the majority of which occurred in 1994. As of December 31, 1996, the company has successfully completed its plan.
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 of revenue in 1996 and 1995, and 13 percent in 1994.
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. P.B.M.S., 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 $81.7 million, $81.8 million and $78.6 million in 1996, 1995 and 1994, 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. 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.
Environmental Regulation. The company is subject to federal, state and local laws and regulations relating to the environment and is currently named as a member of various groups of potentially responsible parties in administrative or court proceedings. As we previously announced, in 1996 the Environmental Protection Agency (EPA) issued an administrative order directing the company to be part of a soil cleanup program at the Sarney Farm site in Amenia, New York. The site was operated as a landfill between the years 1968 and 1970 by parties unrelated to Pitney Bowes, and wastes from a number of industrial sources were disposed of there. The company does not concede liability for the condition of the site, but is working with the EPA to identify, and then seek reimbursement from, other potentially responsible parties. The company estimates the total cost of our remediation effort to be in the range of $3 million to $5 million over the next 18 months.
The administrative and court proceedings referred to above are in different states. It is impossible to estimate with any certainty the total cost of remediating, the timing or extent of remedial actions which may be required by governmental authorities, or the amount of liability, if any. If and when it is possible to make a reasonable estimate of the liability in any of these matters, a provision will be made as appropriate. Based on the facts presently known, the company believes that the outcome of any current proceeding will not have a material adverse effect on its financial condition or results of operations.
Regulatory Matters. In June 1995, the United States Postal Service (U.S.P.S.) issued final regulations on 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 put reporting and performance obligations on meter manufacturers, outline potential administrative sanctions for failure to meet these obligations and require changes in 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 these regulations provide mailing customers and the U.S.P.S. with the intended benefits, and that the company also benefits. The company has begun to implement these changes, including modifying our Postage by Phone (R) system so that customers deposit prepayments of postage into a U.S.P.S. account rather than a trust account. Resetting meters through Postage by Phone (R) still requires the customer to request an authorization and a reset code from the company, a service for which it charges a fee. The company continues to believe that the financial impact of implementing these regulations will not be material to the company.
In May 1996, the U.S.P.S. issued a proposed schedule for the phase out of mechanical meters in the United States marketplace. The schedule proposed that:
- - as of June 1, 1996, placements of mechanical meters will be available only as replacements for existing licensed mechanical meters - - as of March 1, 1997, mechanical meters may not be used by persons or firms who process mail for a fee - - as of December 31, 1997, mechanical meters that interface with mail machines or processors will no longer be approved - - as of March 1, 1999, all other mechanical meters (stand-alone meters) will no longer be approved.
The company has voluntarily halted new placements of mechanical meters in the United States as of June 1, 1996. The company also has been actively and voluntarily pursuing removal from the market by March 1997, of mechanical meters used by persons or firms who process mail for a fee as set forth in the U.S.P.S. proposed schedule for that segment of meter users. Further, the company agreed, in March 1997, to use its best efforts to remove from the market mechanical systems meters (meters that interface with mail machines or processors), by a revised target date of December 31, 1998, in lieu of the December 31, 1997 date specified in the U.S.P.S. proposed schedule.
The company continues to work with the U.S.P.S. to reach agreement on all aspects of a mechanical meter migration schedule that reflects the interests of its customers while minimizing any negative impact on the company. The company's constant focus on bringing new technologies into the mailing market has already resulted in a significant shift in the makeup of the company's meter base. In the last 10 years, 1986 to 1996, the percentage of electronic meters in the company's U.S. installed base has risen from 6% to nearly 60%. Until a mechanical meter migration plan is finalized, the financial impact, if any, on the company cannot be determined with certainty. However, based on the proposed schedule and agreements reached to date the company believes that the plan will not cause a material adverse financial impact on the company.
The May 1996 U.S.P.S. proposed document also discusses a change in metering technology that would include use of a digital, information-based indicia standard. This standard has not yet been developed, although initial specifications were proposed by the U.S.P.S. in July 1996. At some undetermined date in the future, the U.S.P.S. believes that digital metering will eventually replace electronic metering in the United States. The company supports a digital product migration strategy, and the company anticipates working with the U.S.P.S. to achieve a timely and effective substitution plan. However, until the U.S.P.S. finalizes standards for a digital information-based indicia program (and clarifies transition to the new standard), the impact of this proposal, if any, on the company cannot be determined. The company has taken the lead in deploying digital meters in the marketplace, with over 100,000 digital printing meters already placed into service during 1995 and 1996.
Employee Relations. At December 31, 1996, 24,054 persons were employed by the company in the U.S. and 4,571 outside the U.S. Employee relations are considered to be 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.
Item 2. Properties
The company's World Headquarters and certain other office and manufacturing facilities are located in Stamford, Connecticut. Additional office facilities are located in Shelton, 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 believes that its current 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 153 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 P.B.M.S. subsidiary is headquartered in Stamford, Connecticut and leases facilities in 39 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 nine leased regional and district sales offices located throughout the U.S.
Item 3.
Item 3. Legal Proceedings
In the course of normal business, the company is occasionally party to lawsuits. These may involve litigation by or against the company relating to, among other things:
- - contractual rights under vendor, insurance or other contracts - - intellectual property or patent rights - - equipment, service or payment disputes with customers - - disputes with employees
The company is currently a defendant in a number of 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.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
Executive Officer Name Age Title Since
Michael J. Critelli 48 Chairman and Chief 1988 Executive Officer
Marc C. Breslawsky 54 President and Chief 1985 Operating Officer
Amy C. Corn 43 Corporate Secretary and Senior 1996 Associate General Counsel
Meredith B. Fischer 44 Vice President - Communications, 1996 Marketing and Future Strategy
Arlen F. Henock 40 Vice President - Controller and 1996 Chief Tax Counsel
John N. D. Moody 52 President - U.S. Mailing Systems 1997
Sara E. Moss 50 Vice President - General Counsel 1996
Murray L. Reichenstein 59 Vice President - Chief 1996 Financial Officer
Douglas A. Riggs 52 Vice President - Chief Corporate 1988 Affairs Officer
Carole F. St. Mark 54 President and Chief Executive Officer - 1985 Pitney Bowes Business Services
Johnna G. Torsone 46 Vice President - Personnel 1993
Joseph E. Wall 45 Vice President - Chief Technology Officer1996
There is no family relationship among the above officers, all of which have served in various corporate, division or subsidiary positions with the company for at least the past five years except S. E. Moss, M. L. Reichenstein and J. E. Wall.
Ms. Moss joined the company from the New York law firm of Howard, Darby & Levin, where she had been a Senior Partner since 1985. Before joining Howard, Darby & Levin, Ms. Moss was an Assistant United States Attorney in the Southern District of New York. Ms. Moss served as a law clerk for the Honorable Constance Baker Motley, United States District Judge, Southern District of New York.
Mr. Reichenstein joins the company with over 31 years of experience with Ford Motor Company. During his time with Ford he held a variety of positions of increasing responsibility in the U.S. and Europe, including Director of Manufacturing Services, Vice President, Car Product Planning, and Chief Financial Officer, Ford Europe; Vice President & Controller of Ford Automotive Operations Worldwide; and Vice President & Controller of Ford Motor Company.
Dr. Wall was most recently the Vice President - Technology of Emerson Electric, which he joined in 1986 as Director of Research and Development for its since-divested Rosemount Aerospace Division. Prior to joining Emerson, Dr. Wall held positions of increasing responsibility at Honeywell, including Section Chief and Senior Principal Research Engineer.
George B. Harvey, former Chairman and Chief Executive Officer, retired at year end 1996 in accordance with the company's retirement age of 65.
PART II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Stockholders' Matters
The sections entitled "Stock Information" and "Stock Exchanges" on page 47 of the Pitney Bowes Inc. 1996 Annual Report to Stockholders are incorporated herein by reference. At December 31, 1996, the company had 32,258 common stockholders of record.
Item 6.
Item 6. Selected Financial Data
The section entitled "Summary of Selected Financial Data" on page 25 of the Pitney Bowes Inc. 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The section entitled "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 17 to 24 of the Pitney Bowes Inc. 1996 Annual Report to Stockholders is incorporated herein by reference, except for the section on page 24 relating to "Dividend Policy".
The section under "Legal, Environmental and Regulatory Matters" titled "Regulation" on page 23 of the "Management's Discussion and Analysis of Results of Operations and Financial Condition" incorporated herein by reference as mentioned above should be read in conjunction with the discussion under "Regulatory Matters" in Part I, Item 1 on page 5 of this Annual Report on Form 10-K.
The company cautions readers that any forward-looking statements (those which talk about the company's or management's current expectations as to the future) in this Form 10-K or made by company management involve risks and uncertainties which may change based on various important factors. Some of the factors which could cause future financial performance to differ materially from the expectations as expressed in any forward-looking statement made by or on behalf of the company include:
- - changes in postal regulations - - timely development and acceptance of new products - - success in gaining product approval in new markets where regulatory approval is required - - successful entry into new markets - - mailer's utilization of alternative means of communication or competitor's products - - the company's success at managing customer credit risk
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Price Waterhouse LLP dated January 30, 1997, appearing on pages 26 to 46 of the Pitney Bowes Inc. 1996 Annual Report to Stockholders are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Except for information regarding the company's executive officers (see "Executive Officers of the Registrant" on page 8 of this form 10-K), 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 6 to 8 of the Pitney Bowes Inc. Notice of the 1997 Annual Meeting and Proxy Statement.
Item 11.
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, 11 to 15, and 19 to 20 of the Pitney Bowes Inc. Notice of the 1997 Annual Meeting and Proxy Statement are incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The section entitled "Security Ownership of Directors and Executive Officers" on pages 6 to 8 of the Pitney Bowes Inc. Notice of the 1997 Annual Meeting and Proxy Statement is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial statements - see Item 8 on page 10 and "Index to Financial Schedules" on page 19.
2. Financial statement schedules - see "Index to Financial Schedules" on page 19.
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 Incorporated by reference to Exhibit (3b) to Form 10-K as filed with the Commission on April 1, 1996. (Commission file number 1-3579)
(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 Incorporated by reference to Exhibit Securities (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 Corporation Commission on May 1, 1985. 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) Pitney Bowes Inc. Exhibit (i) Directors' Stock Plan. (as amended and restated 1997)
(c) 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) (c.1) First Amendment to Pitney Bowes 1991 Exhibit (ii) Stock Plan
(d) 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 (Commission restated) file number 1-3579)
(d.1) First Amendment to Exhibit (iii) Pitney Bowes Inc. Key Employees Incentive Plan (as Amended and Restated: June 10, 1991)
(e) 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)
(f) 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)
(g) Pitney Bowes Executive Incorporated by reference to Exhibit Severance Policy, (10h) to Form 10-K as filed with the adopted December 11, Commission on April 1, 1996. 1995. (Commission file number 1-3579)
(h) Pitney Bowes Inc. Exhibit (iv) Deferred Incentive Savings Plan for the Board of Directors.
(i) Pitney Bowes Inc. Exhibit (v) Deferred Incentive Savings Plan
(11) Statement re Exhibit (vi) computation of per share earnings
(12) Computation of ratio Exhibit (vii) of earnings to fixed charges
(13) Portions of annual Exhibit (viii) report to security holders
(21) Subsidiaries of the Exhibit (ix) registrant
(23) Consent of experts and Exhibit (x) counsel
(27) Financial Data Schedule Exhibit (xi)
(b) No reports on Form 8-K were filed for the three months ended December 31, 1996.
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/ Michael J. Critelli (Michael J. Critelli) Chairman and Chief Executive Officer
Date March 31, 1997
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/ Michael J. Critelli Chairman and Chief March 31, 1997 Michael J. Critelli Executive Officer - Director
/s/ Marc C. Breslawsky President and Chief March 31, 1997 Marc C. Breslawsky Operating Officer - Director
/s/ Murray L. Reichenstein Vice President - Chief March 31, 1997 Murray L. Reichenstein Financial Officer
/s/ Arlen F. Henock Vice President - Controller March 31, 1997 Arlen F. Henock and Chief Tax Counsel (principal accounting officer)
/s/ Linda G. Alvarado Director March 31, 1997 Linda G. Alvarado
/s/ William E. Butler Director March 31, 1997 William E. Butler
/s/ Colin G. Campbell Director March 31, 1997 Colin G. Campbell
Signature Title Date
/s/ Charles E. Hugel Director March 31, 1997 Charles E. Hugel
/s/ David T. Kimball Director March 31, 1997 David T. Kimball
/s/ Leroy D. Nunery Director March 31, 1997 Leroy D. Nunery
/s/ Michael I. Roth Director March 31, 1997 Michael I. Roth
/s/ Phyllis S. Sewell Director March 31, 1997 Phyllis S. Sewell
/s/ Arthur R. Taylor Director March 31, 1997 Arthur R. Taylor
INDEX TO FINANCIAL SCHEDULES
The financial schedules should be read in conjunction with the financial statements in the Pitney Bowes Inc. 1996 Annual Report to Stockholders. Schedules not included herein 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.
Page Pitney Bowes Inc.:
Report of independent accountants on financial statement schedule 20
Financial statement schedule for the years 1994 - 1996:
Valuation and qualifying accounts and reserves (Schedule II) 21
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 30, 1997 appearing on page 46 of the Pitney Bowes Inc. 1996 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 30, 1997
PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1994 TO 1996