<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10 - Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
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_____
Number of shares of common stock, $2 par value, outstanding as of March
31, 1995 is 150,996,229.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 2 of 17
Pitney Bowes Inc.
Index
Page Number
Part I - Financial Information:
Consolidated Statement of Income - Three Months
Ended March 31, 1995 and 1994 3
Consolidated Balance Sheet - March 31, 1995
and December 31, 1994 4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1995 and 1994 5
Notes to Consolidated Financial Statements 6 - 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 12
Part II - Other Information:
Item 1: Legal Proceedings 13
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit (i) - Computation of Earnings per Share 15
Exhibit (ii) - Computation of Ratio of Earnings
to Fixed Charges 16
Exhibit (iii) - Financial Data Schedule 17
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 3 of 17
Part I - Financial Information
Pitney Bowes Inc.
Consolidated Statement of Income
(Unaudited)
<TABLE>
(Dollars in thousands, except per share data)
<CAPTION> Three Months Ended March 31,
1995 1994(1)
<S> <C> <C>
Revenue from:
Sales $ 363,396 $ 313,969
Rentals and financing 369,939 330,101
Support services 105,577 101,304
Total revenue 838,912 745,374
Costs and expenses:
Cost of sales 212,726 183,050
Cost of rentals and financing 106,211 102,920
Selling, service and administrative 290,565 267,744
Research and development 20,339 19,370
Interest, net 59,085 42,126
Total costs and expenses 688,926 615,210
Income from continuing operations before
income taxes 149,986 130,164
Provision for income taxes 53,997 48,556
Income from continuing operations 95,989 81,608
Discontinued operations 10,322 10,254
Income before effect of a change
in accounting for postemployment
benefits 106,311 91,862
Effect of a change in accounting for
postemployment benefits - (119,532)
Net income (loss) $ 106,311 $ (27,670)
Income per common and common
equivalent share:
Income from continuing operations $ .63 $ .51
Discontinued operations .07 .07
Effect of a change in accounting
for postemployment benefits - (.75)
Net income (loss) $ .70 $ (.17)
Average common and common equivalent
shares outstanding 152,066,210 159,669,700
Dividends declared per share of
common stock $ .30 $ .26
Ratio of earnings to fixed charges 3.10 3.36
<FN>
(1) Reclassified to reflect discontinued operations.
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 4 of 17
Pitney Bowes Inc.
Consolidated Balance Sheet
(Unaudited)
<TABLE>
(Dollars in thousands) March 31, December 31,
<CAPTION> 1995 1994
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 86,559 $ 75,106
Short-term investments, at cost which
approximates market 685 639
Accounts receivable, less allowances:
3/95, $18,987; 12/94, $16,909 430,285 422,276
Finance receivables, less allowances:
3/95, $34,831; 12/94, $36,224 1,039,965 1,050,090
Inventories (Note 2) 442,730 430,641
Other current assets and prepayments 102,777 104,992
Total current assets 2,103,001 2,083,744
Property, plant and equipment, net (Note 3) 585,614 578,650
Rental equipment and related
inventories, net (Note 3) 709,000 695,343
Property leased under capital
leases, net (Note 3) 10,794 12,633
Long-term finance receivables,
less allowances:
3/95, $73,337; 12/94, $76,867 3,119,698 3,086,401
Investment in leveraged leases 502,219 481,308
Goodwill, net of amortization:
3/95, $42,688; 12/94, $40,984 220,351 222,445
Other assets 243,860 239,196
Total assets $7,494,537 $7,399,720
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and
accrued liabilities $ 714,367 $ 828,396
Income taxes payable 233,162 194,427
Notes payable and current portion of
long-term obligations 2,737,764 2,626,231
Advance billings 341,939 329,415
Total current liabilities 4,027,232 3,978,469
Deferred taxes on income 454,047 453,438
Long-term debt 777,819 779,217
Other noncurrent liabilities 443,055 443,527
Total liabilities 5,702,153 5,654,651
Stockholders' equity:
Cumulative preferred stock, $50 par
value, 4% convertible 48 48
Cumulative preference stock, no par
value, $2.12 convertible 2,711 2,790
Common stock, $2 par value 323,338 323,338
Capital in excess of par value 33,192 35,200
Retained earnings 1,846,444 1,785,513
Cumulative translation adjustments (43,911) (41,617)
Treasury stock, at cost (369,438) (360,203)
Total stockholders' equity 1,792,384 1,745,069
Total liabilities and stockholders'
equity $7,494,537 $7,399,720
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 5 of 17
Pitney Bowes Inc.
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
(Dollars in thousands) Three Months Ended March 31,
<CAPTION> 1995 1994(1)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 106,311 $ (27,670)
Effect of a change in accounting for
postemployment benefits - 119,532
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 65,505 66,862
Nonrecurring items, net - (344)
Cash used for strategic initiatives (8,704) -
Increase (decrease) in deferred
taxes on income 1,649 (18,850)
Change in assets and liabilities:
Accounts receivable (7,231) 1,675
Sales-type lease receivables (16,263) (11,899)
Inventories (11,310) (17,444)
Other current assets and
prepayments 4,310 746
Accounts payable and accrued
liabilities (107,466) (50,911)
Income taxes payable 38,522 60,672
Advance billings 12,210 12,986
Other, net (15,493) (3,971)
Net cash provided by operating
activities 62,040 131,384
Cash flows from investing activities:
Short-term investments (46) (22)
Net investment in fixed assets (85,898) (68,562)
Net investment in direct-finance
lease receivables (9,591) 118,721
Investment in leveraged leases (11,929) 951
Net cash (used in) provided by
investing activities (107,464) 51,088
Cash flows from financing activities:
Increase (decrease) in notes payable 113,174 (276,578)
Proceeds from long-term obligations - 200,000
Principal payments on long-term
obligations 1,437 (19,838)
Proceeds from issuance of stock 1,720 2,020
Stock repurchases (14,932) (5,447)
Dividends paid (45,380) (41,179)
Net cash provided by (used in)
financing activities 56,019 (141,022)
Effect of exchange rate changes on cash 858 (37)
Increase in cash and cash
equivalents 11,453 41,413
Cash and cash equivalents at beginning
of period 75,106 54,653
Cash and cash equivalents at end of
period $ 86,559 $ 96,066
Interest paid $ 74,445 $ 46,486
Income taxes paid $ 19,622 $ 11,795
<FN>
(1) Reclassified to reflect discontinued operations.
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 6 of 17
Pitney Bowes Inc.
Notes to Consolidated Financial Statements
Note 1:
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
do not include all the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of Pitney Bowes Inc. (the company), all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the company as
of March 31, 1995 and the results of its operations and cash flows
for the three months ended March 31, 1995 and 1994 have been
included. Operating results for the three months ended March 31,
1995 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1995. These statements
should be read in conjunction with the financial statements and
notes thereto included in the company's Annual Report to
Stockholders and Form 10-K Annual Report for the year ended December
31, 1994.
Note 2:
<TABLE>
Inventories are comprised of the following:
<CAPTION>
(Dollars in thousands) March 31, December 31,
1995 1994
<S> <C> <C>
Raw materials and work in process $118,639 $111,051
Supplies and service parts 114,909 114,429
Finished products 209,182 205,161
Total $442,730 $430,641
</TABLE>
Note 3:
<TABLE>
Fixed assets are comprised of the following:
<CAPTION>
(Dollars in thousands) March 31, December 31,
1995 1994
<S> <C> <C>
Property, plant and equipment $1,242,659 $1,218,016
Accumulated depreciation (657,045) (639,366)
Property, plant and equipment, net $ 585,614 $ 578,650
Rental equipment and related
inventories $1,511,560 $1,484,698
Accumulated depreciation (802,560) (789,355)
Rental equipment and related
inventories, net $ 709,000 $ 695,343
Property leased under capital
leases $ 36,218 $ 38,644
Accumulated amortization (25,424) (26,011)
Property leased under capital
leases, net $ 10,794 $ 12,633
</TABLE>
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 7 of 17
Note 4:
The company has refined its strategic focus, with the intent to
capitalize on its strengths and competitive position. Based on an
extensive review, the company decided to concentrate its energies and
resources on products and services which facilitate the preparation,
organization, movement, delivery, tracking, storage and retrieval of
documents, packages, letters and other materials, in hard copy and
digital form for its customers. Accordingly, the company announced in
1994 its intent to seek buyers for its Dictaphone Corporation
(Dictaphone) and Monarch Marking Systems, Inc. (Monarch) subsidiaries.
In April 1995, the company signed a definitive agreement to sell
Dictaphone for $450 million in cash to an affiliate of Stonington
Partners, Inc. The sale is conditioned upon, among other things, the
buyer's obtaining financing and the receipt of applicable regulatory
approvals. The buyer has received commitment letters from Stonington
Capital Appreciation 1994 Fund, L.P., a fund managed by Stonington
Partners, Inc., for its equity financing and commitment letters and
highly confident letters from major financial institutions for its debt
financing. The sale will result in a net after-tax gain which is
expected to be included in the results of operations for the second or
third quarter of 1995. In addition, the sale of Monarch is also expected
to result in a gain at closing which is expected to occur in 1995.
Dictaphone and Monarch have been classified in the Consolidated
Statement of Income as discontinued operations. Summary results of
the Dictaphone and Monarch operations prior to their sales, which have
been classified separately, were as follows:
<TABLE>
(Dollars in thousands) Three Months Ended March 31,
<CAPTION> 1995 1994
<S> <C> <C>
Revenue $139,737 $131,403
Income before income taxes $ 17,432 $ 16,694
Provision for income taxes 7,110 6,440
Income from discontinued operations $ 10,322 $ 10,254
</TABLE>
Note 5:
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. Current and future
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. As
of March 31, 1995, the company has made severance and benefit payments
of approximately $12.1 million to nearly 750 employees separated under
the strategic focus initiatives. Thirty employees with the requisite
enhanced skills have been hired to produce and service advanced
product offerings. The company expects remaining cash outlays to occur
principally in 1995.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 8 of 17
Pitney Bowes Inc.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Continuing Operations - first quarter of 1995 vs. first
quarter of 1994.
Revenue increased 13 percent to $838.9 million in 1995 compared to
$745.4 million in the first quarter of 1994. Income from continuing
operations increased 18 percent to $96.0 million in 1995 from $81.6
million in 1994.
Sales revenue increased 16 percent in 1995 comprised of 16 percent
volume growth and offsetting one percent impacts from foreign currency
exchange rate and price changes. Volume growth was driven by increased
PROM (memory chip) sales attributable to the January 1, 1995 United
States postal rate change which contributed approximately $30 million
to first quarter sales revenue. Sales revenue was also favorably
impacted by strong growth in facsimile system supplies sales offset,
in part, by price declines. The facilities management business
recorded a ten percent increase in sales as it continued to expand its
facilities management contract base.
Rentals and financing revenue increased 12 percent from prior year.
Rental revenue growth reflected a higher number of postage meters on
rental, especially higher yielding Postage By Phone(R) and electronic
meters, as well as price increases. First quarter 1995 was also
favorably impacted by a higher number of plain paper facsimile systems
in service. The increase in financing revenue is attributed to a
higher base of small-ticket equipment under lease, as well as an
increased contribution from non-interest sensitive revenue sources.
Financing revenue growth in 1995 continues to be impacted by the
company's 1993 decision to phase out the business of financing non-
Pitney Bowes equipment outside of the United States.
Support services revenue was four percent above the prior year. The
revenue growth was attributable to price increases and expansion of
the service bases in the U.S. mailing and shipping businesses.
The cost of sales to sales revenue ratio increased to 58.5 percent in
1995 from 58.3 percent in 1994. The increased ratio reflects higher
U.S. mailing product costs driven, in part, by prior year efficiencies
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 9 of 17
caused by increased volume and larger production runs at U.S. mailing
offset, in part, by lower cost of sales rates associated with the 1995
U.S. postal rate change revenue.
The cost of rentals and financing to rentals and financing revenue
ratio decreased to 28.7 percent in 1995 compared with 31.2 percent in
1994. This improvement was caused by reduced credit loss requirements
at financial services and by the change in the estimated service lives
of postage meters based on technological content. As part of the
company's review of the impacts of technology on its core businesses
and the desire of worldwide postal services to transition to all
electronic postage meters, the estimated service lives of postage
meters was revised effective January 1, 1995. The meter base has been
segregated according to technological content. Mechanical meters,
which constitute approximately 60 percent of the meter base, had their
depreciable lives shortened while electronic meters had their
depreciable lives increased due to improved security, functionality
and limited risk of technological obsolescence. These changes have
been accounted for as changes in accounting estimates and did not have
a material effect on the first quarter 1995 results.
Selling, service and administrative expenses were 34.6 percent of
revenue in 1995 compared to 35.9 percent in 1994. This ratio benefited
from cost containment initiatives throughout the company offset, in
part, by a special cash payment received in 1994 pursuant to a
corporate reorganization of the acquirer of Wheeler.
Research and development expenses increased five percent to $20.3
million in 1995 from $19.4 million in 1994. This increase reflected
higher expenditures for new products approaching the end of their
development cycle, as well as continued investment in advanced product
development with emphasis on electronic technology and software
development. This increase was offset, in part, by higher engineering
support for recently introduced products the costs of which are
included in cost of sales.
Net interest expense increased to $59.1 million in 1995 from $42.1
million in 1994. This increase is due to higher short-term interest
rates and average borrowing levels in 1995. It is anticipated that
this unfavorable comparison will continue as interest rates rise and
higher levels of debt are maintained through the second quarter of
1995.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 10 of 17
The first quarter effective tax rate was 36.0 percent in 1995 compared
to 37.3 percent in 1994. The 1995 effective rate was favorably
impacted by tax benefits associated with a company owned life
insurance program, as well as by the impact of the residual portfolio
purchase at financial services completed in the fourth quarter of 1994
and a higher level of tax-exempt income.
Nonrecurring Item
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. Current and future
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. As
of March 31, 1995, the company has made severance and benefit payments
of approximately $12.1 million to nearly 750 employees separated under
the strategic focus initiatives. Thirty employees with the requisite
enhanced skills have been hired to produce and service advanced
product offerings. The company expects remaining cash outlays to occur
principally in 1995.
Accounting Change
The company adopted Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits" (FAS 112), as
of January 1, 1994. FAS 112 required that postemployment benefits be
recognized on the accrual basis of accounting. Postemployment benefits
include primarily company provided medical benefits to disabled
employees and company provided life insurance as well as other
disability- and death-related benefits to former or inactive
employees, their beneficiaries and covered dependents. The one-time
effect on first quarter 1994 earnings of adopting FAS 112 was a non-
cash, after-tax charge of $119.5 million (net of approximately $80.5
million of income taxes), or 75 cents per share.
Liquidity and Capital Resources
Working capital has declined slightly since year-end 1994, due to
increases in short-term borrowings which funded the repurchase of
shares of common stock and was substantially offset by decreases in
accounts payable and accrued liabilities caused by the funding of
leveraged lease transactions at the company's U.S. financial services
business. The current ratio was not materially affected due to these
changes. The ratio at March 31, 1995 and December 31, 1994, was .52
to 1.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 11 of 17
As part of the company's non-financial services shelf registrations, a
medium-term note facility exists permitting issuance of up to $100
million in debt securities with maturities ranging from more than one
year up to 30 years of which $32 million remain available at March 31,
1995. The company also has an additional $300 million remaining on
shelf registrations filed with the Securities and Exchange Commission.
Amounts available under credit agreements, shelf registrations and
commercial paper and medium-term note programs, in addition to cash
generated internally and by the anticipated sales of Dictaphone and
Monarch, are expected to be sufficient to provide for financing needs
in the next two years.
Pitney Bowes Credit Corporation (PBCC) has $400 million available from
a $500 million shelf registration statement filed with the Securities
and Exchange Commission in October 1992. This should meet PBCC's long-
term financing needs for approximately the next two years.
The ratio of total debt to total debt and stockholders' equity was
66.4% at March 31, 1995 compared to 66.3% at December 31, 1994. This
ratio is expected to be favorably impacted by the repayment of debt
with the anticipated proceeds from the Dictaphone and Monarch sales
which are expected to close later in 1995. Book value per common share
increased to $11.85 at March 31, 1995 from $11.52 at year-end 1994
principally due to first quarter income offset, in part, by the
repurchase of approximately 450,000 common shares for $14.9 million in
the first quarter of 1995. These repurchases were in anticipation
of the proceeds from the sale of Dictaphone and Monarch.
The company enters into interest rate swap agreements principally
through its financial services business segment. It has been the
practice and objective of the company 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, as noted above,
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.
Capital investments
In the first quarter of 1995, net investments in fixed assets included
$32.6 million in net additions to property, plant and equipment and
$51.2 million in net additions to rental equipment and related
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 12 of 17
inventories compared with $20.9 million and $45.3 million in the same
period in 1994, respectively. These additions included expenditures
for a new facility the company is building in Shelton, Connecticut, as
well as normal plant and manufacturing equipment. In the case of
rental equipment, the additions included the production of postage
meters and purchase of facsimile and copier equipment for both new
placement and upgrade programs.
At March 31, 1995, commitments for the acquisition of property, plant
and equipment included plant and manufacturing equipment improvements,
as well as rental equipment for new and replacement programs. In
addition, it includes the above mentioned new Shelton facility which
will be completed in 1995 and is expected to house its shipping,
facsimile and copier divisions.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 13 of 17
Part II - Other Information
Item 1: Legal Proceedings
The company is 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.
The company has been advised that the Antitrust Division of the
United States 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 6: Exhibits and Reports on Form 8-K.
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Reg. S-K Status or Incorporation
Exhibits Description by Reference
(11) Computation of earnings See Exhibit (i)
per share. on page 15.
(12) Computation of ratio of See Exhibit (ii)
earnings to fixed charges. on page 16.
(27) Financial Data Schedule. See Exhibit (iii)
on page 17.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the three months ended
March 31, 1995.
On May 11, 1995, the company filed a Form 8-K disclosing the
signing of a definitive agreement to sell Dictaphone
Corporation for $450 million in cash to an affiliate of
Stonington Partners, Inc.
<PAGE>
Pitney Bowes Inc. - Form 10-Q
Three Months Ended March 31, 1995
Page 14 of 17
Signatures
Pursuant to the requirements 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.
May 12, 1995
/s/ C. F. Adimando
C. F. Adimando
Vice President - Finance and
Administration, and Treasurer
(Principal Financial Officer)
/s/ S. J. Green
S. J. Green
Vice President - Controller
(Principal Accounting Officer)
<PAGE>
<TABLE>
Pitney Bowes Inc. - Form 10-Q Exhibit (i)
Three Months Ended March 31, 1995
Page 15 of 17
Pitney Bowes Inc.
Computation of Earnings per Share
Three Months Ended March 31,
(Dollars in thousands, except per share data) 1995 1994(1)
<CAPTION>
<S> <C> <C>
Primary
Income from continuing operations (2) $ 95,989 $ 81,607
Discontinued operations 10,322 10,254
Effect of accounting change - (119,532)
Net income (loss) applicable to common stock $ 106,311 $ (27,671)
Weighted average number of common shares
outstanding 151,117,351 158,151,500
Preference stock, $2.12 cumulative
convertible 812,206 869,500
Stock option and purchase plans 136,653 648,700
Total common and common equivalent shares
outstanding 152,066,210 159,669,700
Income per common and common equivalent share -
primary:
Continuing operations $ .63 $ .51
Discontinued operations .07 .07
Effect of accounting change - (.75)
Net income (loss) $ .70 $ (.17)
Fully Diluted
Income from continuing operations $ 95,989 $ 81,608
Discontinued operations 10,322 10,254
Effect of accounting change - (119,532)
Net income (loss) applicable to common stock $ 106,311 $ (27,670)
Weighted average number of common shares
outstanding 151,117,351 158,151,500
Preference stock, $2.12 cumulative
convertible 812,206 869,500
Stock option and purchase plans 168,807 676,275
Preferred stock, 4% cumulative convertible 11,550 16,568
Total common and common equivalent shares
outstanding 152,109,914 159,713,843
Income per common and common equivalent share -
fully diluted:
Continuing operations $ .63 $ .51
Discontinued operations .07 .07
Effect of accounting change - (.75)
Net income (loss) $ .70 $ (.17)
<FN>
(1)Reclassified to reflect discontinued operations.
<FN>
(2)Income from continuing operations was adjusted for preferred
dividends.
</TABLE>
<PAGE>
<TABLE>
Pitney Bowes Inc. - Form 10-Q Exhibit (ii)
Three Months Ended March 31, 1995
Page 16 of 17
Pitney Bowes Inc.
Computation of Ratio of Earnings to Fixed Charges (1)
(Dollars in thousands)
<CAPTION> Three Months Ended March 31,
1995 1994(2)
<S> <C> <C>
Income from continuing
operations before
income taxes $149,986 $130,164
Add:
Interest expense 60,111 44,130
Portion of rents
representative of the
interest factor 10,781 10,995
Amortization of capitalized
interest 228 232
Income as adjusted $221,106 $185,521
Fixed charges:
Interest expense $ 60,111 $ 44,130
Capitalized interest 494 62
Portion of rents
representative of the
interest factor 10,781 10,995
$ 71,386 $ 55,187
Ratio of earnings to fixed
charges 3.10 3.36
<FN>
(1)The computation of the ratio of earnings to fixed charges has been
computed by dividing income from continuing operations before income
taxes and fixed charges by fixed charges. Included in fixed charges
is one-third of rental expense as the representative portion of interest.
<FN>
(2)Reclassified to reflect discontinued operations.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM PITNEY BOWES INC.
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME, CORRESPONDING
FOOTNOTE #3 FIXED ASSETS AND STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 86,559
<SECURITIES> 685
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<ALLOWANCES> 18,987
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<COMMON> 323,338
0
2,759
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<CGS> 212,726
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<OTHER-EXPENSES> 310,904
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<INCOME-TAX> 53,997
<INCOME-CONTINUING> 95,989
<DISCONTINUED> 10,322
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> .70
<EPS-DILUTED> .70
</TABLE>
