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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, 1994
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
Title of each class on 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. [ ]
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 10,
1995 is $5,346,586,734.
Number of shares of common stock, $2 par value, outstanding as of March 10,
1995 is 150,905,707.
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DOCUMENTS INCORPORATED BY REFERENCE:
1. Only the following portions of the Pitney Bowes Inc. 1994 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 29 to 42.
(b) Management's Discussion and Analysis and Summary of Selected
Financial Data on pages 21 to 28 excluding the information on
page 27 relating to Dividend Policy.
(c) Stock Information and Stock Exchanges, on page 44.
2. Pitney Bowes Inc. Notice of the 1995 Annual Meeting and Proxy
Statement dated March 24, 1995 pages 3, 4, 7, 8, 11 to 13, 19 and
portions of pages 2, 5, 9, 10, 14, 18 and 20 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 two
industry segments: business equipment and services, and financial
services. The company's operations are in the following geographic areas:
the United States, Europe, and Canada and other countries. Financial
information concerning revenue, operating profit and identifiable assets by
industry segment and geographic area appears on pages 21 and 41 of the
Pitney Bowes Inc. 1994 Annual Report to Stockholders and is incorporated
herein by reference.
Business Equipment and Services. Business equipment and services consists
of four product and service classes: mailing systems, copying systems,
facsimile systems and facilities management services. These products and
services are sold, rented or leased (see Financial Services) by the company
and through dealers.
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.
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).
In October 1993, the company acquired all outstanding shares of
Ameriscribe Corporation (Ameriscribe). Ameriscribe is a nationwide
provider of on-site reprographics, mailroom and other office services to
industrial corporations and professional service firms on a contract basis.
The company consolidated this unit with its facilities management business
operated through its wholly-owned subsidiary, PBMS.
In 1994, the company announced its intent to seek buyers for its
Dictaphone Corporation (Dictaphone) and Monarch Marking Systems, Inc.
(Monarch) subsidiaries. The sales of Dictaphone and Monarch are expected
to result in gains at closings which are expected to occur in 1995. The
company sold its Wheeler Group Inc. (Wheeler) subsidiary in 1992, a direct
mail marketer of office supplies. Dictaphone, Monarch and Wheeler have
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been classified in the Consolidated Statement of Income as discontinued
operations; revenue and income from continuing operations exclude the
results of Dictaphone, Monarch and Wheeler for all periods presented. (See
Note 11, Acquisitions and discontinued operations, of the Notes to
Consolidated Financial Statements in the Pitney Bowes Inc. 1994 Annual
Report to Stockholders which information is incorporated herein by
reference).
Financial Services. The financial services segment includes the company's
worldwide financing operations. The company provides lease financing for
its products as well as other financial services in the U.S. for the
commercial and industrial markets. Lease financing transactions and other
financial services are executed through the company's wholly-owned
subsidiaries: Pitney Bowes Credit Corporation, including Colonial Pacific
Leasing Corporation, Pitney Bowes Real Estate Financing Corporation and
Atlantic Mortgage & Investment Corporation in the United States; Pitney
Bowes Finance PLC in the U.K.; Adrema Leasing in Germany; Pitney Bowes
Finance S.A. in France, Pitney Bowes Finans Norway AS and Pitney Bowes
Credit Australia Limited. The company's subsidiary, Pitney Bowes of Canada
Ltd., also has a financing division through which leasing arrangements are
made available to its customers. The finance operations financed 41
percent, 44 percent and 43 percent of consolidated sales in 1994, 1993 and
1992, respectively.
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. The
company has completed its inquiry and evaluation, begun in 1993, of the
assets and liabilities of its German leasing business. (See Management's
Discussion and Analysis in the Pitney Bowes Inc. 1994 Annual Report to
Stockholders which information is incorporated herein by reference). In
the U.S. the company continues to lease a broad range of other commercial
and industrial products. 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: syndication of certain
lease transactions, senior secured loans in connection with acquisition,
leveraged buyout and recapitalization financings and certain project
financings as well as mortgage servicing.
Financial services' 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 segment 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. In 1994, a net nonrecurring credit of $25.4
million resulted from a $118.6 million credit to income for changes made to
certain postemployment benefits and the decision to undertake certain
strategic actions which resulted in a $93.2 million charge to income.
Since the first quarter of 1994, as part of the company's employee work-
life initiatives, employee input was actively sought about benefits, and it
was concluded that employees prefer benefits more closely related to their
changing work-life needs. As a result, in the third quarter of 1994, the
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company significantly reduced or eliminated certain postemployement
benefits, specifically service-related company-subsidized life insurance,
salary continuance and medical benefits, resulting in a pre-tax credit to
income of $118.6 million ($70.9 million net of approximately $47.7 million
of income taxes). 1994 postemployment benefit expense was not materially
effected by the net impact of the adoption of FAS 112 and these benefit
changes, nor is ongoing postemployment benefit expense expected to be
materially affected. As a further outgrowth of the above study, the
company also instituted, effective January 1, 1995, certain enhancements to
its deferred investment plan, including an increase in the company's match
of employee contributions.
During the third quarter of 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. The
company recorded a $93.2 million charge to income to cover the costs of
such actions. The charge includes $61 million of severance and benefit
costs for work force reductions, $22 million of asset write downs and $10
million of other exit costs. All but the write downs will result in cash
outlays.
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 require a work force reduction of approximately
2,000 employees worldwide over the next year, and the future hiring of
approximately 850 new employees with these requisite enhanced skills. All
costs associated with hiring of new employees were excluded from the charge
and will 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 account for a work force reduction of more
than 850 employees and will require severance and benefit costs of $27
million. Other strategic actions include reengineering and streamlining of
order flow, logistics and other administrative processes in the U.S.,
Europe and the Asia Pacific region which will result in an additional work
force reduction of more than 800 employees requiring severance and benefit
costs of $22.7 million. The decisions to phase out non-mailing products in
Germany and the cessation of further development and marketing of shipping
products which cannot be cost-effectively upgraded to new technologies will
account for the remaining work force reductions and related severance and
benefit costs.
As noted above, included in the plan to refine the strategic business
focus of the company are asset write downs of $22 million and $10 million
of other exit costs for certain additional actions. Consistent with a
refinement of focus on our core businesses, the actions include phasing out
non-mailing products in Germany. This decision requires the write down of
inventories, lease and rental contracts and other assets to their net
realizable value for which $7.4 million has been provided. The decision to
cease development and marketing of certain shipping products as noted above
has resulted in further inventory and other asset write-offs of $8.6
million. The company has 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 has been 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
will result in the early termination of a facility lease.
As of December 31, 1994 the company has made severance and benefits
payments of $3.4 million to approximately 200 employees separated under the
strategic focus initiatives.
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. Anticipated net cash
savings in 1995 and 1996 approximate $20 million and $30 million,
respectively.
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In September 1990, the company changed its copier marketing strategy
and announced plans to discontinue the remanufacture of used copier
equipment. The copier organization now concentrates on new, higher-margin
copiers consistent with its marketing strategy directed at serving large
corporations and multi-unit installations. Due to this change in strategy
and the resultant discontinuance of the equipment remanufacturing process,
the company adjusted the estimated useful life of copiers from five years
to three years and established a reserve for the disposal of copiers which
previously would have been remanufactured, employee severance payments and
facility closing costs. The aggregate one-time, pretax charge against 1990
third-quarter earnings was $86.5 million.
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 13 percent, 14 percent and 14 percent of revenue
in 1994, 1993 and 1992, 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. 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.
The company's discontinued operations, Dictaphone and Monarch, have
manufacturing operations outside the United States in Australia, Canada,
Hong Kong, Mexico, Switzerland, Singapore and 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, in both segments it has
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. The company's Shipping and Weighing division is
experiencing competition from carrier automation initiatives. The company
is addressing competitive pressures in this market with the introduction of
a new line of comunications-capable low-volume shipping systems in early
1995. 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
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competitors which result from such competition, it is not possible to
provide a meaningful description of the finance operations' competitive
position in these markets.
The company's discontinued operations, Dictaphone and Monarch, have
historically been leading suppliers of certain products and services in
their businesses, particularly price marking supplies and equipment and
voice processing systems.
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 $78.6
million, $80.9 million and $85.0 million in 1994, 1993 and 1992,
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 with respect to such a matter, a
provision would be made as appropriate. Based on the 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.
Employee Relations. At December 31, 1994, 32,792 persons were employed by
the company, 26,990 in the United States, 5,802 outside the United States.
Of this total 5,457 were employed by Monarch and Dictaphone. 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 is building a new
facility to house its Shipping and Weighing Systems Division in Shelton,
Connecticut, which is expected to be completed in 1995. The company
believes that its current and planned manufacturing, administrative and
sales office properties are adequate for the needs of both of its business
segments.
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Business Equipment and Services. Business equipment and services 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.
Sales and support services offices, substantially all of which are leased,
are located throughout the United States and in a number of other
countries.
The company's Pitney Bowes Management Services subsidiary is
headquartered in Stamford, Connecticut and leases facilities in 27 cities
located throughout the U.S. as well as leased facilities in Toronto,
Ontario, Canada and London, England.
Financial Services. Pitney Bowes Credit Corporation leases executive and
administrative offices in Norwalk, Connecticut; Jacksonville, Florida; and
Tualatin, Oregon. Executive and administrative offices of the financing
operations outside the United States are maintained in London, England;
Heppenheim, Germany; Paris, France; Mississauga, Ontario, Canada; and North
Ryde, Australia. A number of leased regional and district sales offices
are located throughout the U.S., Canada and Germany.
The company's discontinued operations, Dictaphone and Monarch, have
production facilities in Melbourne, Florida; Dayton, Ohio; Killwangen,
Switzerland; Pickering, Ontario, Canada; Mexico City, Mexico; Sydney,
Australia; Singapore and Hong Kong. Most of these facilities are owned by
the company. Sales and support service offices, substantially all of which
are leased, are located throughout the United States and in a number of
other countries.
Item 3. 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.
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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 63 Chairman, President and Chief 1967
Executive Officer
Carmine F. Adimando 50 Vice President - Finance and 1982
Administration, and Treasurer
Marc C. Breslawsky 52 Vice-Chairman 1985
Michael J. Critelli 46 Vice-Chairman 1988
Steven J. Green 43 Vice President - Controller 1988
Douglas A. Riggs 50 Vice President - Communications, 1988
Planning, Secretary and General Counsel
Carole F. St. Mark 52 President and Chief Executive Officer - 1985
Pitney Bowes Business Services
Johnna G. Torsone 44 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 except for Johnna G. Torsone.
Prior to joining the company in October 1990, Ms. Torsone was a partner
with the New York law firm of Parker, Chapin, Flattau & Klimpl where she
practiced employment and labor law for 14 years.
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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 44
of the Pitney Bowes Inc. 1994 Annual Report to Stockholders are
incorporated herein by reference. At December 31, 1994, the company had
31,226 common stockholders of record.
Item 6. Selected Financial Data
The section entitled "Summary of Selected Financial Data" on page 28 of the
Pitney Bowes Inc. 1994 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 21 to
27 of the Pitney Bowes Inc. 1994 Annual Report to Stockholders is
incorporated herein by reference, except for the section on page 27
relating to "Dividend Policy."
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 31, 1995, appearing on pages 29 to 42 of the
Pitney Bowes Inc. 1994 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 1995 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 to 14, and 18 to 20 of the Pitney Bowes Inc. Notice
of the 1995 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 1995
Annual Meeting and Proxy Statement is incorporated herein by reference.
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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 16.
2. Financial statement schedules - see "Index to
Financial Statements and Schedules" on page 16.
3. Exhibits (numbered in accordance with Item 601 of
Regulation S-K).
Reg. S-K Status or Incorporation
Exhibit 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 Incorporated by reference to Exhibit
(1) to Form 8-K as filed with the
Commission on March 13, 1993.
(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 Incorporated by reference to Exhibit
Securities (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)
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(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
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.
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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)
(11) Statement Exhibit (i)
re computation of per
share earnings
(12) Computation of ratio Exhibit (ii)
of earnings to fixed
charges
(13) Portions of annual Exhibit (iii)
report to security
holders
(21) Subsidiaries of the Exhibit (iv)
registrant
(23) Consent of experts and Exhibit (v)
counsel
(27) Financial Data Schedule Exhibit (vi)
(b) No reports on Form 8-K were filed for the three months ended
December 31, 1994.
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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 March 30, 1995
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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 March 30, 1995
George B. Harvey and Chief Executive
Officer - Director
/s/ Carmine F. Adimando Vice President-Finance March 30, 1995
Carmine F. Adimando and Administration, and
Treasurer (principal
financial officer)
/s/ Steven J. Green Vice President-Controller March 30, 1995
Steven J. Green (principal accounting
officer)
/s/ Linda G. Alvarado Director March 30, 1995
Linda G. Alvarado
/s/ Marc C. Breslawsky Director March 30, 1995
Marc C. Breslawsky
/s/ William E. Butler Director March 30, 1995
William E. Butler
/s/ Colin G. Campbell Director March 30, 1995
Colin G. Campbell
/s/ Michael J. Critelli Director March 30, 1995
Michael J. Critelli
/s/ John C. Emery, Jr. Director March 30, 1995
John C. Emery, Jr.
<PAGE>
Signature Title Date
/s/ Charles E. Hugel Director March 30, 1995
Charles E. Hugel
/s/ David T. Kimball Director March 30, 1995
David T. Kimball
Director
Leroy D. Nunery
/s/ Phyllis S. Sewell Director March 30, 1995
Phyllis S. Sewell
Director
Arthur R. Taylor
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The additional financial data should be read in conjunction with the
financial statements in the Pitney Bowes Inc. 1994 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 17
Financial statement schedules for the years 1992 - 1994:
Valuation and qualifying accounts and
reserves (Schedule II) 18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of Pitney Bowes Inc.
Our audits of the consolidated financial statements referred to in our
report dated January 31, 1995 appearing on page 42 of the Pitney Bowes Inc.
1994 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 schedules listed by
reference in Item 14(a)2 of this Form 10-K. In our opinion, these
financial statement schedules present fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Stamford, Connecticut
January 31, 1995
<PAGE>
PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1992 TO 1994
<TABLE>
<CAPTION>
(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
<S> <C> <C> <C> <C>
1994 $16,691 $ 4,262 $ 4,044(2) $ 16,909
1993 $16,578 $ 9,024(1) $ 8,911(2) $ 16,691
1992 $17,786 $ 4,364 $ 5,572(2) $ 16,578
Allowance for credit losses on finance receivables
1994 $116,512 $64,933 $68,354(2) $113,091
1993 $ 96,975 $84,524 $64,987(2) $116,512
1992 $ 88,703 $85,642 $77,370(2) $ 96,975
Reserve for transition costs(4)
1994 $ 344 $93,258 $28,709(5) $ 64,893
1993 $ 1,627 $ - $ 1,283(3) $ 344
1992 $ 8,835 $ - $ 7,208(3) $ 1,627
Valuation allowance for deferred tax asset(4)
1994 $25,975 $12,867 $ 1,310 $ 37,532
1993 $28,800 $ 2,059 $ 4,884 $ 25,975
1992 $ - $29,365 $ 565 $ 28,800
<FN>
(1) Includes $1,300 of additions applicable to a business at acquisition.
(2) Principally uncollectible accounts written off.
(3) Amounts paid.
(4) Included in balance sheet as a liability.
(5) Includes amounts for asset write downs and amounts paid.
</TABLE>
<PAGE>
PITNEY BOWES INC. EXHIBIT (i)
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
(Dollars in thousands, except share data) Years Ended December 31,
1994 1993(1) 1992(1) 1991(1) 1990(1)
<S> <C> <C> <C> <C> <C>
Primary
Income from continuing operations(2) $ 348,428 $ 305,690 $ 260,736 $ 242,649 $ 159,155
Discontinued operations 45,161 47,495 54,129 52,648 54,137
Effect of accounting changes (119,532) - (214,631) - -
Net income $ 274,057 $ 353,185 $ 100,234 $ 295,297 $ 213,292
Weighted average number of common shares
outstanding 156,459,437 157,766,700 157,562,020 158,180,010 157,379,940
Preference stock, $2.12
cumulative convertible 847,430 905,231 1,085,684 1,386,566 1,613,714
Stock option and purchase plans 421,761 696,721 581,782 371,838 232,180
Convertible loan stock - - 5,926 16,266 23,926
Total common and common equivalent shares
outstanding 157,728,628 159,368,652 159,235,412 159,954,680 159,249,760
Income per common and common equivalent share - primary:
Continuing operations $ 2.21 $ 1.92 $ 1.64 $ 1.52 $ 1.00
Discontinued operations .29 .30 .34 .33 .34
Effect of accounting changes (.76) - (1.35) - -
Net income $ 1.74 $ 2.22 $ .63 $ 1.85 $ 1.34
Fully Diluted
Income from continuing operations(2) $ 348,430 $ 305,694 $ 260,740 $ 242,653 $ 159,163
Discontinued operations 45,161 47,495 54,129 52,648 54,137
Effect of accounting changes (119,532) - (214,631) - -
Net income $ 274,059 $ 353,189 $ 100,238 $ 295,301 $ 213,300
Weighted average number of common shares
outstanding 156,459,437 157,766,700 157,562,020 158,180,010 157,379,940
Preference stock, $2.12
cumulative convertible 847,430 905,231 1,085,684 1,386,566 1,613,714
Stock option and purchase plans 439,756 706,981 606,915 410,102 245,294
Convertible loan stock - - 5,926 16,266 23,926
Preferred stock, 4% cumulative convertible 14,265 23,464 26,409 28,930 37,862
Convertible debentures - - - - 15,800
Total common and common equivalent shares
outstanding 157,760,888 159,402,376 159,286,954 160,021,874 159,316,536
Income per common and common equivalent share - fully diluted:
Continuing operations $ 2.21 $ 1.92 $ 1.64 $ 1.52 $ 1.00
Discontinued operations .29 .30 .34 .33 .34
Effect of accounting changes (.76) - (1.35) - -
Net income $ 1.74 $ 2.22 $ .63 $ 1.85 $ 1.34
<FN>
(1) Reclassified to reflect discontinued operations.
(2) Income from continuing operations was adjusted for preferred dividends and
interest on convertible debt.
</TABLE>
<PAGE>
PITNEY BOWES INC. EXHIBIT (ii)
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)
<TABLE>
<CAPTION>
(Dollars in thousands)
Years Ended December 31,
1994 1993(2) 1992(2) 1991(2) 1990(2)
<S> <C> <C> <C> <C> <C>
Income from continuing
operations before
income taxes $566,507 $498,860 $411,954 $388,997 $248,567
Add:
Interest expense 194,115 189,292 230,764 257,595 263,340
Portion of rents
representative of
the interest factor 42,339 33,842 33,786 32,503 29,554
Amortization of
capitalized interest 914 914 914 914 849
Income as adjusted $803,875 $722,908 $677,418 $680,009 $542,310
Fixed charges:
Interest expense $194,115 $189,292 $230,764 $257,595 $263,340
Capitalized interest 733 - - - 1,567
Portion of rents
representative of
the interest factor 42,339 33,842 33,786 32,503 29,554
$237,187 $223,134 $264,550 $290,098 $294,461
Ratio of earnings to
fixed charges 3.39 3.24 2.56 2.34 1.84
<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.
(2) Reclassified to reflect discontinued operations.
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Segments
................................................................................
Pitney Bowes operates within two industry segments: business equipment and
services and financial services.
Business equipment and services includes: postage meters and mailing, shipping
and facsimile systems, copiers and copier supplies, and mailroom, reprographics
and related facilities management services.
The financial services segment includes the worldwide financing operations of
the company. This segment provides lease financing for the company's products as
well as other financial services for the commercial and industrial markets.
Dictaphone Corporation (Dictaphone) and Monarch Marking Systems, Inc.
(Monarch) subsidiaries have been classified as discontinued operations and are,
therefore, excluded from the following segment data. (See Note 11 to the
consolidated financial statements.)
Revenue and operating profit by business segment and geographic area for the
years 1992 to 1994 were as follows:
<TABLE>
<CAPTION>
Revenue
--------------------------
(in millions) 1994 1993* 1992*
-------------------------------------------------
<S> <C> <C> <C>
Industry segments:
Business equipment
and services $2,586 $2,386 $2,255
Financial services 685 614 633
------------------------------------------------
Total $3,271 $3,000 $2,888
================================================
Geographic areas:
United States $2,851 $2,550 $2,355
Europe 293 303 351
Canada and other 231 251 262
Inter-area revenue (104) (104) (80)
------------------------------------------------
Total $3,271 $3,000 $2,888
================================================
<CAPTION>
Operating profit
------------------------
(in millions) 1994 1993* 1992*
-------------------------------------------------
<S> <C> <C> <C>
Industry segments:
Business equipment
and services $ 425 $ 371 $ 319
Financial services 227 209 201
------------------------------------------------
Total $ 652 $ 580 $ 520
================================================
Geographic areas:
United States $ 655 $ 524 $ 459
Europe (13) 28 25
Canada and other 19 33 38
Inter-area profit (9) (5) (2)
------------------------------------------------
Total $ 652 $ 580 $ 520
================================================
</TABLE>
*Reclassified to reflect discontinued operations.
Identifiable assets by business segment and geographic area for the years 1992
to 1994 were as follows:
<TABLE>
<CAPTION>
Identifiable assets
-------------------------
(in millions) 1994 1993* 1992*
-------------------------------------------------
<S> <C> <C> <C>
Industry segments:
Business equipment
and services $1,978 $1,901 $1,665
Financial services 4,897 4,441 4,352
------------------------------------------------
Total $6,875 $6,342 $6,017
================================================
Geographic areas:
United States $6,317 $5,743 $5,103
Europe 331 389 493
Canada and other 433 476 610
------------------------------------------------
Total $7,081 $6,608 $6,206
================================================
</TABLE>
*Reclassified to reflect discontinued operations.
Events Impacting Comparability
................................................................................
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 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 76 cents
per share. Additional information with respect to accounting for postemployment
benefits is disclosed in note 10 to the consolidated financial statements.
Based on an extensive strategic review on how best to capitalize on its
strengths and competitive position, the company determined 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, in the third quarter of 1994, the company
announced its intent to seek buyers for its Dictaphone and Monarch subsidiaries.
The sales of Dictaphone and Monarch are expected to result in gains at closings
which are expected to occur 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.
With the fourth quarter 1993 acquisition of Ameriscribe Corporation
(Ameriscribe), the company continued the expansion of its facilities management
business. Ameriscribe, a nationwide provider of on-site reprographics, mailroom
and other office services to industrial corporations and professional service
firms on a contract basis, was integrated with the com-
21
<PAGE>
pany's mailroom management organization. The transaction was accounted for by
the purchase method. See note 11 to the consolidated financial statements.
The Omnibus Budget Reconciliation Act of 1993 (the Tax Act), enacted August
10, 1993, increased U.S. corporate income tax rates from 34 percent to 35
percent, retroactive to January 1, 1993. The liability method of accounting for
income taxes requires the effect of the change in tax laws or rates on current
earnings and accumulated deferred income taxes to be reflected in the period
when the new legislation is enacted. Consequently, the company recorded $22.0
million of additional taxes against 1993 income from continuing operations ($5.4
million on 1993 earnings and $16.6 million on deferred taxes).
In the fourth quarter of 1992, the company adopted retroactively to January 1,
1992, Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" (FAS 106), which
addresses health care and other welfare benefits provided to retirees. FAS 106
required a change from the cash basis of accounting to the accrual basis of
accounting for nonpension postretirement benefits. The transition effect of
adopting this standard on the immediate recognition basis, which was recorded in
the first quarter of 1992, was a one-time, after-tax charge of $215 million or
$1.35 per share; the 1992 incremental after-tax costs on 1992 income from
continuing operations amounted to $14 million or $.09 per share. In early 1993,
the company announced several changes to its health care plans which have
significantly reduced the ongoing incremental impact of FAS 106 on earnings.
Among these changes was the establishment of plan cost maximums in order to more
effectively control future medical costs. Additional information with respect to
accounting for nonpension postretirement benefits is disclosed in note 10 to the
consolidated financial statements.
In 1992, the company sold its Wheeler Group Inc. (Wheeler) subsidiary, a
direct mail marketer of office supplies. The sale of Wheeler for approximately
$80 million in cash resulted in a $2.7 million after-tax gain. Wheeler has been
classified in the Consolidated Statement of Income as a discontinued operation;
revenue and income from continuing operations exclude the results of Wheeler for
all periods presented.
Results of Continuing Operations
................................................................................
Revenue increased nine percent in 1994 primarily as a result of growth in the
U.S. operations, especially in the facilities management, mailing, financial
services and facsimile businesses as well as improved performance in the United
Kingdom. Favorable foreign currency impacts in the U.K. and Germany were mostly
offset by a weakening Canadian dollar. Growth was slowed by unfavorable
performances in Germany and in the low-end shipping market in the U.S. In 1993,
revenue increased four percent as a result of growth in the mailing, shipping
and facilities management businesses in the U.S. Revenue growth in 1993 was
slowed by sluggish economies worldwide, particularly in Germany, Canada and the
U.K., as well as significant unfavorable foreign currency impacts in these
countries. Additionally, revenue growth in both 1994 and 1993 was depressed by
the company's first-quarter 1993 decision to phase out the business of financing
non-Pitney Bowes equipment outside of the U.S. Income per share from continuing
operations increased 15 percent to $2.21 per share in 1994 compared with a 17
percent increase to $1.92 per share in 1993. In 1994 income from continuing
operations included the effect of a nonrecurring $25.4 million pretax credit.
The credit was the result of a $118.6 million credit to income due to changes
made in certain postemployment benefits offset, in part, by a $93.2 million
charge to income covering strategic actions. This net credit added only $3.5
million, or two cents per share to income from continuing operations because
some of the strategic actions were taken in countries where the company is
unable to recognize associated tax benefits. In 1993, income from continuing
operations was impacted by the enactment of the Tax Act as outlined in the
Events Impacting Comparability section above. Excluding the effect of the
nonrecurring net credit in 1994 and the impact of the Tax Act on deferred taxes
in 1993, income per share from continuing operations would have been eight
percent above the prior year. Excluding the impact of the Tax Act on 1993
earnings and deferred taxes, income per share from continuing operations in 1993
was $2.06 per share, an increase of 26 percent over 1992.
Sales revenue, all of which is generated by the business equipment and
services segment, increased 11 percent in 1994 and 10 percent in 1993. The 1994
increase was driven by aggressive expansion of the facilities management
contract base, including the late 1993 acquisition of Ameriscribe, strong growth
in sales of facsimile supplies to support the growing plain-paper equipment base
and copier and production mail product placements in the U.S., as well as strong
mailing equipment sales in the U.K. These growth factors were partly offset by
greater revenue in 1993 from PROM (memory chip) and scale chart sales resulting
from parcel and postal rate changes in the U.S. and 1994 sales declines in
Germany and the U.S. shipping business. The unfavorable comparison in the U.S.
shipping business, particularly in the low-volume segment was due principally to
enhanced 1993 revenue due to special marketing programs as well as increased
competitive pressure from carrier automation initiatives in 1994. The company is
addressing competitive pressures in this market with the introduction of a new
line of communications-capable low-volume shipping systems in early 1995. In
Germany, 1993 record results included sales for equipment upgrades necessitated
by consolidation of the East and West German postal zones. Additionally, the
decision in the third quarter 1994 to phase out sales of non-mailing products as
part of the company's formal plan of strategic refinement negatively impacted
sales revenue. In 1994, both price increases and foreign currency impacts had
less than a one percent favorable impact on sales growth. The 1993 increase
included strong growth in mailing, shipping, copier and facsimile product
placements in the U.S. Sales growth in 1993 was partly offset by significant
unfavorable foreign currency impacts, as well as price declines
22
<PAGE>
on certain shipping, facsimile and copier equipment. Foreign currency impacts
lowered 1993 sales growth outside the U.S., primarily in the U.K., Canada and
Germany by 10 percent. Strong sales revenue growth from continued expansion of
the company's facilities management business including the late 1993 acquisition
of Ameriscribe contributed to the increase.
Rentals and financing revenue, included in both the business equipment and
services and financial services segments, increased ten percent in 1994 compared
with a one percent decrease in 1993. While foreign exchange impacts in 1994 were
not significant, if foreign currency impacts primarily attributable to weakening
of the British pound, Canadian dollar and German mark are excluded, rentals and
financing revenue increased one percent in 1993.
Rental revenue increased nine percent and four percent in 1994 and 1993,
respectively. These increases, particularly in 1994 are due to mailing price
increases, higher numbers of postage meters on rental, including a greater mix
of higher-yielding Postage By Phone(R) and electronic meters in service, as well
as a greater mix of plain paper facsimile equipment placements partly offset, in
1993, by the unfavorable foreign currency impacts noted above.
Financing revenue increased 11 percent in 1994, reflecting a greater
contribution from sales of finance assets than in 1993, and included the sale of
operating lease assets which generated approximately $45 million in revenue.
Financing revenue also benefited from portfolio growth, increased leveraged
lease revenue and fee-based income partly offset by lower lease rates and the
decision to phase out the business of financing non-Pitney Bowes equipment
outside of the U.S.
Financing revenue decreased three percent in 1993 primarily as a result of the
company's first-quarter decision to phase out the business of financing non-
Pitney Bowes equipment outside of the U.S. As part of this strategy, the company
sold approximately $120 million of external finance assets in Canada in the
second quarter of 1993. Financing revenue also decreased as a result of
unfavorable revenue impacts associated with a partnership lease transaction
(discussed below).
Support services revenue which is derived from the business equipment and
services segment, declined slightly in 1994 and was up one percent in 1993. In
1994, a decline in the non-U.S. mailing equipment service base and a shift in
mix of shipping service agreements to low-volume products were mostly offset by
price increases on mailing contracts. The increase in 1993 was primarily due to
price increases, as well as the continued expansion of the inserter, shipping
and facsimile service bases. In 1993, these increases were partly offset by
negative foreign currency swings and a decline in the copier and non-U.S.
mailing equipment service agreement bases.
The cost of sales to sales revenue ratio increased to 58.4 percent in 1994
from 55.2 percent in 1993 and 54.6 percent in 1992. The ratio increases were due
to the growing significance of the company's facilities management business
which includes most of its expenses in cost of sales, particularly in 1994 due
to the full year impact of the Ameriscribe acquisition. In 1994 and 1993,
increased engineering support of the company's many new products, reduced
margins on certain of the company's mailing, shipping and facsimile products
and, in 1994, unfavorable LIFO expense negatively impacted these ratios. These
factors were partly offset by favorable LIFO effects in 1993 and 1992 and
improved margins at the company's facilities management and copier operations
for all periods and, in 1992, in the company's German business equipment
operation. Results in 1993 also benefited from high-margin PROM and scale chart
sales. The company believes that its facilities management business will
continue to increase through growth in the contract base and, as a result, the
cost of sales to sales revenue ratio is also expected to increase further.
The cost of rentals and financing to rentals and financing revenue ratio was
32.3 percent in 1994, 31.7 percent in 1993, and 30.7 percent in 1992. The
increase in 1994 resulted from increased asset sale activity, including the
sales of lower-margin operating lease assets with a cost of $42.6 million
offset, in part, by favorable mailing rental equipment margins in the U.S. The
increase in 1993 reflects the increased credit loss provision established in the
financial services segment during the year which included an approximately $14
million second-quarter charge for potential losses in Germany. The growing
impact of amortization of purchased mortgage servicing rights associated with
the company's mortgage servicing subsidiary also increased the cost ratio in all
periods.
Selling, service and administrative expenses as a percentage of revenue were
35.7 percent in 1994, 37.3 percent in 1993 and 39.2 percent in 1992. The ratios
benefited from lower relative expenses related to the facilities management
business particularly in 1994, after the Ameriscribe acquisition, effective
management of overall U.S. employee benefit costs and continued cost containment
programs throughout the company. Also, 1994 benefited from a patent royalty
settlement and a special cash payment pursuant to a corporate reorganization of
the acquirer of Wheeler. In 1993, expense reductions resulted from the
establishment of retiree medical coverage maximums. In 1992, however, this ratio
was unfavorably impacted by $22 million due to the adoption of the accounting
standard for nonpension postretirement benefits which largely offset the
favorable impact of the company's cost reduction programs in that year.
Research and development expenses declined three percent in 1994 and five
percent in 1993. These declines were caused by the completion of the primary
development cycle for certain of the company's major new mailing products, with
the most significant new products launched in 1992. These products currently use
ongoing engineering support to improve functionality and increase manufacturing
efficiencies. This support is recorded in cost of sales. In addition, the
company has maintained its cost containment programs while continuing to
significantly invest in new product development focusing on electronic
technology and software development.
23
<PAGE>
Net interest expense increased six percent in 1994 while decreasing 19 percent
in 1993. In 1994 the increase was due to higher short-term interest rates and
average borrowing levels. Increased borrowing levels were used primarily to fund
treasury stock repurchases and investments in finance assets. It is anticipated
that this unfavorable comparison will continue if interest rates continue to
rise. In 1993, the decline in interest expense resulted from lower short- and
long-term interest rates on the company's debt as well as a gradual shift in
borrowings to lower interest bearing short-term notes payable. On a swap
adjusted basis, the ratio of notes payable to the sum of notes payable and long-
term debt was 58 percent in 1994 compared to 57 percent in 1993. The company's
practice is to manage its interest rate risk, most of which is in the financial
services segment, through the use of a balanced mix of debt maturities,
variable- and fixed-rate debt and interest rate swap agreements.
In 1994, as noted above, a net nonrecurring credit of $25.4 million resulted
from a $118.6 million credit to income for changes made to certain
postemployment benefits and the decision to undertake certain strategic actions
which resulted in a $93.2 million charge to income.
Since the first quarter of 1994, as part of the company's employee work-life
initiatives, employee input was actively sought about benefits, and it was
concluded that employees prefer benefits more closely related to their changing
work-life needs. As a result, in the third quarter of 1994, the company
significantly reduced or eliminated certain postemployment benefits,
specifically service-related company-subsidized life insurance, salary
continuance and medical benefits, resulting in a pre-tax credit to income of
$118.6 million ($70.9 million net of approximately $47.7 million of income
taxes). 1994 postemployment benefit expense was not materially effected by the
net impact of the adoption of FAS 112 discussed in Events Impacting
Comparability above and these benefit changes, nor is ongoing postemployment
benefit expense expected to be materially affected. As a further outgrowth of
the above study, the company also instituted, effective January 1, 1995, certain
enhancements to its deferred investment plan, including an increase in the
company's match of employee contributions.
Secondly, during the third quarter of 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. The company
recorded a $93.2 million charge to income to cover the costs of such actions.
The charge includes $61 million of severance and benefit costs for work force
reductions, $22 million of asset write downs and $10 million of other exit
costs. All but the asset write downs will result in cash outlays.
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 require a work force reduction of approximately 2,000 employees
worldwide over the coming year, and the future hiring of approximately 850 new
employees with these requisite enhanced skills. All costs associated with hiring
of new employees were excluded from the charge and will 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 account for a work force reduction of more than 850 employees and
will require severance and benefit costs of $27 million. Other strategic actions
include reengineering and streamlining of order flow, logistics and other
administrative processes in the U.S., Europe and the Asia Pacific region which
will result in an additional work force reduction of more than 800 employees
requiring severance and benefit costs of $22.7 million. The decisions to phase
out non-mailing products in Germany and the cessation of further development and
marketing of shipping products which cannot be cost-effectively upgraded to new
technologies will account for the remaining work force reductions and related
severance and benefit costs.
As noted above, included in the plan to refine the strategic business focus of
the company are asset write downs of $22 million and $10 million of other exit
costs for certain additional actions. Consistent with a refinement of focus on
our core businesses, these actions include phasing out non-mailing products in
Germany. This decision requires the write down of inventories, lease and rental
contracts and other assets to their net realizable value for which $7.4 million
has been provided. The decision to cease development and marketing of certain
shipping products as noted above also resulted in inventory and other asset
write-offs of $8.6 million. The company has 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 has been 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 will result in the
early termination of a facility lease.
As of December 31, 1994 the company had made severance and benefit payments of
$3.4 million to approximately 200 employees separated under the strategic focus
initiatives.
Benefits from the strategic focus initiatives (primarily reduced employee
expense) will be offset, in part, by increased hiring and training expenses to
obtain employees with requisite skills. Anticipated net cash savings in 1995 and
1996 approximate $20 million and $30 million, respectively.
Industry segment operating profit reflects the factors discussed above and in
the Financial Services discussion below. Operating profit of the business
equipment and services segment increased 14 percent in 1994 compared to 17
percent in 1993. Excluding the impact of nonrecurring items, in 1994, operating
profit increased five percent reflecting strong performances by the mailing,
facsimile, copier and facilities management businesses in the U.S. partly offset
by weaknesses in the shipping business in the U.S. and the Canadian and German
mailing operations.
24
<PAGE>
The 1993 results compared favorably to 1992 which included an incremental cost
for the adoption of the accounting standard for nonpension postretirement
benefits. Excluding the effect of the accounting change, operating profit of
this segment increased 10 percent in 1993, reflecting strong performances by the
mailing, shipping, copier, facsimile and facilities management businesses in the
U.S., partly offset by weaknesses in the Canadian and European mailing
operations.
Operating profit in the financial services segment increased nine percent in
1994 compared to four percent in 1993. Operating profit growth in 1994 benefited
from lower relative credit loss provisions offset, in part, by lower lease
rates, increasing interest rates and a lower contribution from finance asset
sales. In 1993, operating profit growth benefited from a lower interest rate
environment partly offset by commensurately lower new lease rates and increased
relative credit loss provisions. Both 1994 and 1993 were unfavorably impacted by
the decision to phase out the external financing business outside of the U.S.
The effective tax rate was 38.5 percent in 1994, 38.7 percent in 1993 and 36.7
percent in 1992. The 1994 effective tax rate includes the impact of
approximately $28 million of strategic actions for which the company could not
realize associated tax benefits offset, in part, by higher levels of tax exempt
income and research and development tax credits. The 1993 effective tax rate
reflects the impacts of the Tax Act discussed in Events Impacting Comparability
above. Excluding the impact of the tax legislation, the effective tax rate for
1993 was 34.3 percent. Further affecting this rate was the tax impact of a
partnership lease transaction and research and development tax credits.
In the fourth quarter of 1994, the company completed the purchase of a lease
portfolio whereby it receives all rights to the value of the underlying
equipment at lease termination and certain tax benefits over the portfolio life.
The transaction will have the effect of reducing the current period tax
liabilities and associated effective tax rates over the portfolio life.
Although not affecting income, deferred translation gains amounted to $6
million in 1994 versus losses of $20 million and $60 million in 1993 and 1992,
respectively. In 1994 the gains resulted primarily from the strengthening of the
British pound. In both 1993 and 1992, losses resulted primarily from the
weakening of the British pound. The Canadian dollar, which weakened in 1992
through 1994, contributed to these impacts.
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 technology content. Mechanical meters, which constitute approximately 60
percent of the meter base, will have their depreciable lives shortened while
electronic meters will have their depreciable lives increased due to better
security, functionality and limited risk of technological obsolescence. These
changes in depreciable lives will be accounted for as a change in accounting
estimate and are not expected to be material to 1995 results of operations.
Financial Services
................................................................................
The financial services operations provide lease financing for Pitney Bowes
products in the U.S., Canada, the U.K., Germany, France and Australia. 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. These actions included the
second quarter 1993 sale of approximately $120 million of finance assets in
Canada. Additionally, in January 1994 Pitney Bowes Credit Corporation (PBCC)
sold approximately $88 million of assets previously transferred from the German
leasing business, in a privately placed transaction with a third-party investor.
This transaction had no material effect on the company's results of operations.
The company has completed its inquiry and evaluation, begun in 1993, of the
assets and liabilities of its German leasing business. At this time, the company
believes that sufficient reserves for credit losses are in place to provide for
currently expected losses. As part of the orderly liquidation of assets from
leasing non-Pitney Bowes products in Germany, the company continues to bill and
collect accounts and repossess and remarket collateral where possible. These
activities are expected to continue for the remainder of the lease terms.
The company is scrutinizing the circumstances surrounding the losses. German
authorities have undertaken criminal proceedings with respect to the conduct of
certain German lessees of non-Pitney Bowes products and, at the request of the
company, with respect to the disposition of the company's German leasing
business assets. These proceedings include the former general manager of the
company's Germany leasing business and others involved in that business. The
principals of one of the company's large German leasing accounts have been
convicted of fraud against the company and others. The company is a party to
certain civil litigation and is continuing its evaluation of additional actions
it can take against former management personnel of its German leasing business
and others.
The company's management continues to believe there are sufficient
opportunities for profitable growth in its domestic external financing business
and plans to make future external investments solely in the U.S. market.
Prior to the first quarter 1993 announcement noted above, the company had
offered financial services to the commercial and industrial markets in the U.S.,
Canada, the U.K., Germany, France and Australia. Condensed financial information
of the company's consolidated finance operations is disclosed in note 15 to the
consolidated financial statements. The finance operations financed 41 percent of
consolidated sales from continuing operations in 1994, 44 percent in 1993 and 43
percent in 1992.
Total financial services revenue amounted to $685 million in 1994 up 11
percent from 1993. Total financial services assets
25
<PAGE>
increased to $4.9 billion at year-end 1994, up 10 percent from $4.5 billion in
1993 which was up two percent from $4.4 billion in 1992. To fund finance assets,
borrowings were $3.2 billion in 1994 and $2.9 billion in 1993. Borrowing
requirements for the funding of new business were reduced by the proceeds
received from the sale of approximately $190 million, $160 million and $200
million of finance assets during 1994, 1993 and 1992, respectively. In addition
to the $400 million of borrowings available under shelf registration statements,
the financial services segment had approximately $1.7 billion of unused lines
of credit outstanding at year-end 1994, largely supporting commercial paper
borrowings.
Accounting Changes
................................................................................
In addition to the adoptions of FAS 112 in 1994 and FAS 106 in 1992 as discussed
in Events Impacting Comparability above, the company also adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS 109)
in 1992, Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", and Statement of Financial
Accounting Standards No.119, "Disclosure about Derivative Financial Instruments
and Fair Value of Financial Instruments" in 1994. Other than the impacts of FAS
112 and FAS 106 discussed in Events Impacting Comparability above, none of these
statements significantly affected the company's reported results. In May 1993,
Statement of Financial Accounting Standards No. 114, (FAS 114) "Accounting by
Creditors for Impairment of a Loan" was issued. Subsequently in October 1994 an
amendment of FAS 114, Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures" was issued. Both statements must be adopted by January 1, 1995.
Neither of these pronouncements is expected to materially affect the company.
Liquidity and Capital Resources
................................................................................
The current ratio reflects the company's practice of utilizing a balanced mix of
debt maturities to fund finance assets. The current ratio declined to .52 to 1
at December 31, 1994 compared to .59 to 1 at December 31, 1993 as a result of
increased short-term borrowings which funded the repurchase of shares of common
stock, increased investment in finance assets, the redemption of long-term debt
and increased inventory levels. 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.
The ratio of total debt to the total of such debt and stockholders' equity was
66.3 percent at December 31, 1994, compared to 61.3 percent at December 31,
1993. This ratio was unfavorably impacted by the company's required first quar-
ter 1994 adoption of FAS 112, the repurchase of approximately 7.7 million
shares of common stock for $268 million and increased investment in finance
assets. These factors were partially offset by the sale of certain finance
assets and the strategic decision to phase out the business of financing non-
Pitney Bowes equipment outside of the U.S. as well as the company's strong
operating cash flow. The shares repurchased in 1994 are in anticipation of
the sales of Dictaphone and Monarch as well as for issuance under the
company's stock purchase and option plans. It is expected that the board of
directors will consider further authorization to repurchase the company's
common stock in connection with the divestitures as appropriate.
Of the approximately $71 million in cash required to pay severance and benefit
related costs as well as certain other costs related to the company's strategic
refocus actions, $3.4 million was paid out in 1994 with the remaining outlays
expected principally in 1995. Asset write-downs and other provisions of
approximately $22 million included in the strategic refocus did not require cash
expenditures. In addition, the company's financial services business in the U.S.
is required to fund approximately $54 million of additional investment in three
leveraged lease transactions in February 1995.
As part of the company's non-financial services shelf registrations, a medium-
term note facility was established permitting issuance of up to $100 million in
debt securities with maturities ranging from more than one year up to 30 years
on which $32 million remain available at December 31, 1994. The company also has
an additional $300 million remaining on shelf registrations filed with the
Securities and Exchange Commission. In January 1993, the company repaid $100
million of 8.875 percent notes which matured and were previously issued under
these shelf registrations.
PBCC has $400 million available from a $500 million shelf registration
statement filed with the Securities and Exchange Commission. This registration
statement should meet PBCC's long-term financing needs for the next two years.
In March 1994, PBCC issued $200 million of 5.625 percent notes due in February
1997. In April 1994, PBCC redeemed $100 million of 10.65 percent notes due in
April 1999. PBCC had previously sold an option on a notional principal amount of
$100 million to enable a counterparty to require PBCC to pay a fixed rate of
10.67 percent for five years starting April 1, 1994. The counterparty has
exercised that option. In September 1994, PBCC redeemed $100 million of 10.125
percent notes due in 1997.
At year-end 1994, the company had unused lines of credit and revolving credit
facilities totaling $2.2 billion in the U.S. and $108 million outside the U.S.
largely supporting commercial paper borrowings. 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
26
<PAGE>
Monarch, are expected to be sufficient to provide for financing needs in the
next two years. Information with respect to debt maturities is disclosed in note
5 to the consolidated financial statements.
Capital Investment
................................................................................
During 1994, net investments in fixed assets included $126 million in net
additions to property, plant and equipment and $213 million in net additions to
rental equipment and related inventories compared with $96 million and $193
million, respectively, in 1993. These additions included expenditures for normal
plant and manufacturing equipment. In the case of rental equipment, the
additions included the production of postage meters and the purchase of
facsimile and copier equipment for both new placements and upgrade programs.
At December 31, 1994, commitments for the acquisition of property, plant and
equipment reflected plant and manufacturing equipment improvements as well as
rental equipment for new and replacement programs. The company is also building
a new facility to house its Shipping and Weighing Systems Division in Shelton,
Connecticut, which is expected to be completed in 1995.
As previously reported, the company's financial services segment has made
senior secured loans and commitments in connection with acquisition, leveraged
buyout and recapitalization financings. At December 31, 1994, the company had a
total of $2.5 million of such senior secured loans and commitments outstanding
compared to $13.9 million at December 31, 1993. The company has not participated
in unsecured or subordinated debt financing in any highly leveraged
transactions.
Environmental and Regulatory Matters
................................................................................
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
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.
On January 31, 1995, the United States Postal Service (USPS) issued proposed
regulations addressing the manufacture, distribution, and use of postage meters.
The proposed regulations cover four general categories: meter security,
administrative controls, Computerized Meter Resetting Systems (CMRS) and other
issues. In general, the proposed regulations impose reporting and performance
obligations on meter manufacturers, prescribe potential administrative
sanctions for failure to meet these obligations and would require a
restructuring of the fund management system of CMRS to give the USPS more
direct control over meter licensee deposits. The company is currently drafting
its comments on the proposed regulations. The actions required of the company to
implement the proposed regulations cannot yet be determined. It is the intent
of the company to adopt strategies that would minimize any negative financial
impact to the company of final regulations when issued.
Effects of Inflation and Foreign Exchange
................................................................................
Inflation, even though moderate in recent years, continues to have an effect on
worldwide economies and the way companies operate. In addition to increasing
labor costs and operating expenses, the company is also impacted by the higher
costs associated with replacement of fixed assets and especially rental
equipment assets. In the face of increasing costs, the company has generally
been able to maintain profit margins through productivity and efficiency
improvements, continual review of both manufacturing capacity and operating
expense levels and, to an extent, price increases.
The results of the company's international operations are subject to currency
fluctuations. The company enters into foreign exchange contracts for purposes
other than trading primarily to minimize its risk of loss from fluctuations in
exchange rates on the settlement of firm and budgeted intercompany receivables
and payables arising in connection with transfers of finished goods inventories
between affiliates as well as certain intercompany loans.
At December 31, 1994, the company had approximately $141.5 million of foreign
exchange contracts outstanding, maturing through 1997, to buy or sell various
currencies. Risks arise from the possible non-performance by counterparties in
meeting the terms of their contracts and from movements in securities values
and interest and exchange rates. However, the company does not anticipate non-
performance by the counterparties as they are composed of a number of major
international financial institutions. Maximum risk of loss on these contracts is
limited to the amount of the difference between the spot rate at the date of
the contract delivery and the contracted rate.
Dividend Policy
................................................................................
It is the policy of the Pitney Bowes board of directors to pay a cash dividend
on common stock each quarter when feasible. In setting dividend payments, the
board considers the dividend rate in relation to the company's recent and
projected earnings and its capital investment opportunities and requirements.
Pitney Bowes has paid a dividend each year since 1934.
27
<PAGE>
SUMMARY OF SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data) Pitney Bowes Inc.
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992 1991 1990
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenue $3,270,613 $3,000,386 $2,887,583 $2,803,160 $2,656,397
Costs and expenses 2,729,472 2,501,526 2,475,629 2,414,163 2,321,330
Nonrecurring items, net (25,366) - - - 86,500
-------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 566,507 498,860 411,954 388,997 248,567
Provision for income taxes 218,077 193,166 151,215 146,346 89,409
-------------------------------------------------------------------------------------------------------------------
Income from continuing operations 348,430 305,694 260,739 242,651 159,158
Discontinued operations 45,161 47,495 54,129 52,648 54,137
Effect of accounting changes (119,532) - (214,631) - -
-------------------------------------------------------------------------------------------------------------------
Net income $ 274,059 $ 353,189 $ 100,237 $ 295,299 $ 213,295
===================================================================================================================
Income per common and common
equivalent share:
Continuing operations $2.21 $1.92 $1.64 $1.52 $1.00
Discontinued operations .29 .30 .34 .33 .34
Effect of accounting changes (.76) - (1.35) - -
-------------------------------------------------------------------------------------------------------------------
Net income $1.74 $2.22 $.63 $1.85 $1.34
===================================================================================================================
Total dividends on common, preference
and preferred stock $162,714 $142,142 $123,112 $107,948 $94,819
Dividends per share of common stock $1.04 $.90 $.78 $.68 $.60
Average common and common equivalent
shares outstanding 157,728,628 159,368,652 159,235,412 159,954,680 159,249,760
<CAPTION>
Balance sheet at December 31
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets $ 7,399,720 $ 6,793,816 $ 6,498,752 $ 6,380,580 $ 6,060,545
Long-term debt $ 779,217 $ 847,316 $ 1,015,401 $ 1,058,763 $ 1,099,396
Capital lease obligations $ 23,147 $ 29,462 $ 32,161 $ 35,755 $ 36,560
Stockholders' equity $ 1,745,069 $ 1,871,595 $ 1,652,881 $ 1,800,683 $ 1,589,414
Book value per common share $ 11.52 $ 11.81 $ 10.50 $ 11.31 $ 10.07
<CAPTION>
Ratios
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Profit margin-continuing operations:
Pretax earnings 17.3% 16.6% 14.3% 13.9% 9.4%
After-tax earnings 10.7% 10.2% 9.0% 8.7% 6.0%
Return on stockholders' equity -
before accounting changes 22.6% 18.9% 19.0% 16.4% 13.4%
Debt to total capital 66.3% 61.3% 64.5% 62.8% 65.4%
<CAPTION>
Other
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stockholders of record 31,226 31,189 30,828 29,588 31,323
Total employees 32,792 32,539 28,958 29,421 29,942
Postage meters in service, U.S., U.K.
and Canada 1,480,692 1,445,689 1,413,448 1,393,774 1,386,387
</TABLE>
See notes, pages 33 through 42
28
<PAGE>
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data) Pitney Bowes Inc.
<TABLE>
<CAPTION>
Years ended December 31 1994 1993* 1992*
---------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue from:
Sales $1,418,304 $1,278,859 $1,158,740
Rentals and financing 1,441,183 1,309,361 1,319,248
Support services 411,126 412,166 409,595
---------------------------------------------------------------------------
Total revenue 3,270,613 3,000,386 2,887,583
===========================================================================
Costs and expenses:
Cost of sales 828,221 705,438 633,155
Cost of rentals and financing 466,070 415,521 404,602
Selling, service and administrative 1,167,422 1,120,607 1,132,129
Research and development 78,618 80,874 84,984
Interest expense 194,115 189,292 230,764
Interest income (4,974) (10,206) (10,005)
Nonrecurring items, net (25,366) - -
---------------------------------------------------------------------------
Total costs and expenses 2,704,106 2,501,526 2,475,629
===========================================================================
Income from continuing operations
before income taxes 566,507 498,860 411,954
Provision for income taxes 218,077 193,166 151,215
---------------------------------------------------------------------------
Income from continuing operations 348,430 305,694 260,739
Discontinued operations 45,161 47,495 54,129
---------------------------------------------------------------------------
Income before effect of changes in
accounting principles 393,591 353,189 314,868
Effect of changes in accounting
principles (119,532) - (214,631)
---------------------------------------------------------------------------
Net income $ 274,059 $353,189 $ 100,237
===========================================================================
Income per common and common
equivalent share:
Continuing operations $ 2.21 $ 1.92 $ 1.64
Discontinued operations .29 .30 .34
Effect of changes in accounting
principles (.76) - (1.35)
---------------------------------------------------------------------------
Net income $ 1.74 $ 2.22 $ .63
===========================================================================
</TABLE>
*Reclassified to reflect discontinued operations.
See notes, pages 33 through 42
29
<PAGE>
CONSOLIDATED BALANCE SHEET
(Dollars in thousands) Pitney Bowes Inc.
<TABLE>
<CAPTION>
December 31 1994 1993
---------------------------------------------------------------------------------------------
Assets
---------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 75,106 $ 54,653
Short-term investments, at cost which approximates market 639 1,153
Accounts receivable, less allowances: 1994, $16,909; 1993, $16,691 422,276 411,810
Finance receivables, less allowances: 1994, $36,224; 1993, $39,488 1,050,090 994,998
Inventories 430,641 394,744
Other current assets and prepayments 104,992 79,391
---------------------------------------------------------------------------------------------
Total current assets 2,083,744 1,936,749
Property, plant and equipment, net 578,650 555,038
Rental equipment and related inventories, net 695,343 641,588
Property leased under capital leases, net 12,633 15,451
Long-term finance receivables, less allowances:
1994, $76,867; 1993, $77,024 3,086,401 2,895,952
Investment in leveraged leases 481,308 301,645
Goodwill, net of amortization: 1994, $40,984; 1993, $33,640 222,445 231,309
Other assets 239,196 216,084
---------------------------------------------------------------------------------------------
Total assets $7,399,720 $6,793,816
=============================================================================================
<CAPTION>
Liabilities and stockholders' equity
---------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable and accrued liabilities $ 828,396 $ 675,559
Income taxes payable 194,427 200,110
Notes payable and current portion of long-term obligations 2,626,231 2,081,872
Advance billings 329,415 315,840
---------------------------------------------------------------------------------------------
Total current liabilities 3,978,469 3,273,381
Deferred taxes on income 453,438 409,660
Long-term debt 779,217 847,316
Other noncurrent liabilities 443,527 391,864
---------------------------------------------------------------------------------------------
Total liabilities 5,654,651 4,922,221
---------------------------------------------------------------------------------------------
Stockholders' equity:
Cumulative preferred stock, $50 par value, 4% convertible 48 68
Cumulative preference stock, no par value, $2.12 convertible 2,790 2,969
Common stock, $2 par value (240,000,000 shares authorized;
161,668,956 shares issued) 323,338 323,338
Capital in excess of par value 35,200 36,762
Retained earnings 1,785,513 1,674,168
Cumulative translation adjustments (41,617) (47,319)
Treasury stock, at cost (10,392,953 shares) (360,203) (118,391)
---------------------------------------------------------------------------------------------
Total stockholders' equity 1,745,069 1,871,595
---------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $7,399,720 $6,793,816
=============================================================================================
</TABLE>
See notes, pages 33 through 42
30
<PAGE>
CONSOLIDATED FINANCIAL STATEMENT OF CASH FLOWS
(Dollars in thousands) Pitney Bowes Inc.
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 274,059 $ 353,189 $ 100,237
Effect of changes in accounting principles 119,532 - 214,631
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 268,293 247,884 235,990
Nonrecurring items, net (25,710) (1,283) (7,208)
Cash used for strategic initiatives (3,386) - -
Increase (decrease) in deferred taxes on income 119,180 81,811 (8,679)
Change in assets and liabilities:
Accounts receivable (8,500) (11,346) 9,791
Sales-type lease receivables (173,691) (136,667) (99,528)
Inventories (43,801) (51,286) (19,370)
Other current assets and prepayments (22,762) (17,012) (2,298)
Accounts payable and accrued liabilities 14,658 48,451 32,808
Income taxes payable (332) (13,085) 64,830
Advance billings 12,826 3,102 977
Other, net (61,937) (63,771) (22,078)
----------------------------------------------------------------------------------------
Net cash provided by operating activities 468,429 439,987 500,103
----------------------------------------------------------------------------------------
Cash flows from investing activities:
Short-term investments 600 537 2,900
Net investment in fixed assets (345,593) (291,783) (224,563)
Net investment in direct-finance lease receivables (72,170) 108,991 (115,077)
Investment in leveraged leases (104,665) (8,174) (60,964)
Proceeds from sale of subsidiary - - 80,000
Net investment in companies acquired - (8,428) (15,639)
----------------------------------------------------------------------------------------
Net cash used in investing activities (521,828) (198,857) (333,343)
----------------------------------------------------------------------------------------
Cash flows from financing activities:
Increase in notes payable 555,457 195,024 202,666
Proceeds from long-term obligations 200,000 - 100,200
Principal payments on long-term obligations (275,333) (244,503) (318,540)
Proceeds from issuance of stock 22,702 22,544 23,827
Stock repurchases (268,419) (86,861) (89,392)
Dividends paid (162,714) (142,142) (123,112)
----------------------------------------------------------------------------------------
Net cash provided by (used in) financing
activities 71,693 (255,938) (204,351)
----------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 2,159 (1,555) (4,921)
----------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 20,453 (16,363) (42,512)
Cash and cash equivalents at beginning of year 54,653 71,016 113,528
----------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 75,106 $ 54,653 $ 71,016
========================================================================================
Interest paid $ 203,747 $ 199,176 $ 226,892
========================================================================================
Income taxes paid $ 99,379 $ 124,034 $ 126,865
========================================================================================
</TABLE>
See notes, pages 33 through 42
31
<PAGE>
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars in thousands) Pitney Bowes Inc.
<TABLE>
<CAPTION>
Capital in Cumulative Treasury
Preferred Preference Common excess of Retained translation stock,
stock stock stock par value earnings adjustments at cost
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1992 $ 113 $ 4,417 $ 161,669 $157,449 $1,494,772 $ 33,208 $ (50,945)
Net income - 1992 100,237
Cash dividends:
Preferred ($2.00 per share) (4)
Preference ($2.12 per share) (277)
Common ($.78 per share) (122,831)
Issuances under dividend
reinvestment and stock plans 244 867 21,444
Conversions to common stock (6) (1,256) (2,460) (4,514) 8,236
Conversions of debt (250) 320
Issuance for company acquired 12 195 702
Repurchase of common stock (89,392)
Translation adjustments (60,419)
Tax credits relating to stock options 1,350
Two-for-one stock split 161,669 (156,345) (5,324)
----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 107 3,161 323,338 - 1,463,121 (27,211) (109,635)
Net income - 1993 353,189
Cash dividends:
Preferred ($2.00 per share) (3)
Preference ($2.12 per share) (239)
Common ($.90 per share) (141,900)
Issuances under dividend
reinvestment and stock plans 5,987 20,071
Conversions to common stock (39) (192) (1,539) 1,770
Issuance for company acquired 31,329 56,264
Repurchase of common stock (86,861)
Translation adjustments (20,108)
Tax credits relating to stock options 985
----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 68 2,969 323,338 36,762 1,674,168 (47,319) (118,391)
Net income - 1994 274,059
Cash dividends:
Preferred ($2.00 per share) (2)
Preference ($2.12 per share) (223)
Common ($1.04 per share) (162,489)
Issuances under dividend
reinvestment and stock plans (801) 23,635
Conversions to common stock (20) (179) (1,813) 2,012
Issuance for company acquired 40 960
Repurchase of common stock (268,419)
Translation adjustments 5,702
Tax credits relating to stock options 1,012
----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 $ 48 $ 2,790 $323,338 $ 35,200 $1,785,513 $(41,617) $(360,203)
============================================================================================================================
</TABLE>
See notes, pages 33 through 42
32
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data or as otherwise indicated)
Pitney Bowes Inc.
1. Summary of significant accounting policies
................................................................................
Consolidation. The consolidated financial statements include the accounts of
Pitney Bowes Inc. and all of its subsidiaries (the company). All significant
intercompany transactions have been eliminated.
Cash equivalents, short-term investments and accounts receivable. Cash
equivalents include short-term, highly liquid investments with a maturity of
three months or less from date of acquisition. The company places its temporary
cash and short-term investments with financial institutions and limits the
amount of credit exposure with any one financial institution. Concentrations of
credit risk with respect to accounts receivable are limited due to the large
number of customers and relatively small account balances within the majority of
the company's customer base, and their dispersion across different businesses
and geographic areas.
Inventory valuation. Inventories are valued at the lower of cost or market. Cost
is determined on the last-in, first-out (LIFO) basis for most U.S. inventories,
and the first-in, first-out (FIFO) basis for most non-U.S. inventories.
Fixed assets and depreciation. Property, plant and equipment are stated at cost.
Major improvements which add to productive capacity or extend the life of an
asset are capitalized while repairs and maintenance are charged to expense as
incurred. Rental equipment is depreciated on the straight-line method. Other
depreciable assets are depreciated using either the straight-line method or
accelerated methods. Properties leased under capital leases are amortized on a
straight-line basis over the primary lease terms.
Rental arrangements and advance billings. The company rents equipment to its
customers, primarily postage meters and mailing, shipping, copier and facsimile
systems under short-term rental agreements, generally for periods of three
months to three years. Charges for equipment rental and maintenance contracts
are billed in advance; the related revenue is included in advance billings and
taken into income as earned.
Financing transactions. At the time a finance transaction is consummated, the
company's finance operations record the gross finance receivable, unearned
income and the estimated residual value of leased equipment. Unearned income
represents the excess of the gross finance receivable plus the estimated
residual value over the cost of equipment or contract acquired. Unearned income
is recognized as financing income using the interest method over the term of the
transaction and is included in rentals and financing revenue in the Consolidated
Statement of Income. Initial direct costs incurred in consummating a transaction
are accounted for as part of the investment in a lease and amortized to income
using the interest method over the term of the lease.
In establishing the provision for credit losses, the company has successfully
utilized an asset based percentage. This percentage varies depending on the
nature of the asset, recent historical experience, vendor recourse, management
judgment and the credit rating of the respective customer. The company evaluates
the collectibility of its net investment in finance receivables based upon its
loss experience and assessment of prospective risk, and does so through ongoing
reviews of its exposures to net asset impairment. The carrying value of its net
investment in finance receivables is adjusted to the estimated collectible
amount through adjustments to the allowance for credit losses. Finance
receivables are charged to the allowance for credit losses after collection
efforts are exhausted and the account is deemed uncollectible.
The company's general policy is to discontinue income recognition for finance
receivables contractually past due for over 90 to 120 days depending on the
nature of the transaction. Resumption of income recognition occurs when payments
are reduced to 60 days or less past due. However, large-ticket external
transactions are reviewed on an individual basis. Income recognition is normally
discontinued as soon as it is apparent that the obligor will not be making
payments in accordance with lease terms and resumed after the company has
sufficient experience on resumption of payments to be satisfied that such
payments will continue in accordance with the original or restructured contract
terms.
The company has, from time to time, sold selected finance assets. The company
follows Statement of Financial Accounting Standards No. 77, "Reporting by
Transferors for Transfers of Receivables with Recourse," when accounting for its
sale of finance assets. The difference between the sale price and the net
receivable, exclusive of residuals, is recognized as a gain or loss.
The company's investment in leveraged leases consist of rentals receivable net
of principal and interest on the related nonrecourse debt, estimated residual
value of the leased property and unearned income. The unearned income is
recognized as leveraged lease revenue in income from investments over the lease
term.
Goodwill. Goodwill represents the excess of cost over the value of net tangible
assets acquired in business combinations and is amortized using the straight-
line method over appropriate periods, principally 40 years. The recoverability
of goodwill is assessed by determining whether the unamortized balance can be
recovered from expected future cash flows from the applicable operation.
Revenue. Sales revenue is primarily recognized when a product is shipped.
Costs and expenses. Operating expenses of field sales and service offices are
included in selling, service and administrative expenses because no meaningful
allocation of such expenses to cost of sales, rentals and financing or support
services is practicable.
Income taxes. The deferred tax provision is determined under the liability
method. Deferred tax assets and liabilities are recognized based on differences
between the book and tax bases of assets and liabilities using currently enacted
tax rates. The provision for income taxes is the sum of the amount of income tax
paid or payable for the year as determined by applying the provisions of enacted
tax laws to the taxable income for that year and the net change during the year
in the company's deferred tax assets and liabilities.
Deferred taxes on income result principally from expenses not currently
recognized for tax purposes, the excess of tax over book depreciation, deferral
of lease revenue and gross profits on sales to finance subsidiaries.
For tax purposes, income from leases is recognized under the operating method
and represents the difference between gross rentals billed and operating
expenses.
33
<PAGE>
It has not been necessary to provide for income taxes on $481 million of
cumulative undistributed earnings of subsidiaries outside the U.S. These
earnings will be either indefinitely reinvested or remitted substantially free
of additional tax. Determination of the liability that would result in the event
all of these earnings were remitted to the U.S. is not practicable. It is
estimated, however, that withholding taxes on such remittances would approximate
$29 million.
Nonpension postretirement benefits and postemployment benefits. The company
provides certain health care and life insurance benefits to eligible retirees
and their dependents. Substantially all of the company's U.S. and Canadian
employees become eligible for retiree health care benefits after reaching age 55
and with the completion of the required service period. 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. It is the company's practice to fund amounts for these nonpension
postretirement and postemployment benefits as incurred.
Income per share. Income per share is based on the weighted average number of
common and common equivalent shares outstanding during the year. Common
equivalent shares include preference stock, stock option and purchase plan
shares and convertible debt.
Deposits in trust. The company's customers electing the use of the Pitney Bowes
Postage By Phone(R) meter setting system, a computerized system developed by the
company for the resetting of postage meters via telephone, are required to make
deposits with a trustee to cover expected postage usage. Such funds, which are
not available to the company, are transferred to the respective postal services
upon resettings of meters for which the company receives fees. Deposits in trust
are not included in the company's Consolidated Balance Sheet.
Foreign currency translation. Assets and liabilities of subsidiaries operating
outside the U.S. are translated at rates in effect at the end of the period, and
revenues and expenses were translated at average rates during the period. Net
deferred translation gains and losses are accumulated in stockholders' equity.
The company enters into foreign exchange contracts for purposes other than
trading primarily to minimize its risk of loss from fluctuations in exchange
rates on the settlement of firm and budgeted intercompany receivables and
payables arising in connection with transfers of finished goods inventories
between affiliates as well as certain intercompany loans. Gains and losses on
foreign exchange contracts entered into as hedges are deferred and recognized as
part of the cost of the underlying transaction. Gains and losses related to
changes in the value of speculative contracts are recognized in income
currently. At December 31, 1994, the company had approximately $141.5 million of
foreign exchange contracts outstanding, maturing through 1997, to buy or sell
various currencies. Risks arise from the possible non-performance by
counterparties in meeting the terms of their contracts and from movements in
securities values and interest and exchange rates. However, the company does not
anticipate non-performance by the counterparties as they are composed of a
number of major international financial institutions. Maximum risk of loss on
these contracts is limited to the amount of the difference between the spot rate
at the date of the contract delivery and the contracted rate.
Foreign currency transaction and translation gains and (losses) were $0.1
million, $(1.1) million and $3.6 million in 1994, 1993 and 1992, respectively.
2. Inventories
................................................................................
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31 1994 1993
-------------------------------------------------------
<S> <C> <C>
Raw materials and work in process $111,051 $ 98,647
Supplies and service parts 114,429 98,773
Finished products 205,161 197,324
-------------------------------------------------------
Total $430,641 $394,744
=======================================================
</TABLE>
Had all inventories valued at LIFO been stated at current costs, inventories
would have been $45.1 million and $41.4 million higher than reported at December
31, 1994 and 1993, respectively.
3. Fixed assets
................................................................................
<TABLE>
<CAPTION>
December 31 1994 1993
--------------------------------------------------
<S> <C> <C>
Land $ 39,698 $ 38,171
Buildings 337,417 306,384
Machinery and equipment 840,901 792,294
--------------------------------------------------
1,218,016 1,136,849
Accumulated depreciation (639,366) (581,811)
--------------------------------------------------
Property, plant and
equipment, net $ 578,650 $ 555,038
==================================================
Rental equipment and
related inventories $1,484,698 $1,426,395
Accumulated depreciation (789,355) (784,807)
--------------------------------------------------
Rental equipment and
related inventories, net $ 695,343 $ 641,588
==================================================
Property leased under
capital leases $ 38,644 $ 48,792
Accumulated amortization (26,011) (33,341)
--------------------------------------------------
Property leased under
capital leases, net $ 12,633 $ 15,451
==================================================
</TABLE>
4. Current liabilities
................................................................................
Accounts payable and accrued liabilities and notes payable and current portion
of long-term obligations are comprised as follows:
<TABLE>
<CAPTION>
December 31 1994 1993
----------------------------------------------------------------------
<S> <C> <C>
Accounts payable-trade $ 242,090 $ 187,480
Accrued salaries, wages and commissions 93,289 94,092
Accrued pension benefits 108,313 80,898
Accrued nonpension postretirement benefits 15,500 15,500
Accrued postemployment benefits 15,084 -
Miscellaneous accounts payable
and accrued liabilities 354,120 297,589
----------------------------------------------------------------------
Accounts payable and accrued liabilities $ 828,396 $ 675,559
======================================================================
Notes payable and overdrafts $2,556,783 $2,000,364
Current portion of long-term debt 66,987 78,222
Current portion of capital lease obligations 2,461 3,286
----------------------------------------------------------------------
Notes payable and current portion
of long-term obligations $2,626,231 $2,081,872
======================================================================
</TABLE>
In countries outside the U.S., banks generally lend to non-finance
subsidiaries of the company on an overdraft or term-loan basis. These overdraft
arrangements and term-loans, for the most part, are extended on an uncommitted
basis by banks and do not require compensating balances or commitment fees.
Notes payable of the company's U.S. operations and financial services segment
were issued as commercial paper, loans against bank lines of credit, or to trust
departments of banks and others at below prevailing
34
<PAGE>
prime rates. Fees paid to maintain lines of credit were $2.6 million, $2.8
million and $2.3 million in 1994, 1993 and 1992, respectively.
At December 31, 1994, notes payable and overdrafts outside the U.S. totaled
$9.6 million and U.S. notes payable totaled $2.5 billion. Unused credit
facilities outside the U.S. totaled $108.4 million at December 31, 1994 of which
$73.2 million were for finance operations. In the U.S., the company had $2.2
billion of unused credit facilities in place at December 31, 1994 largely in
support of commercial paper borrowings of which $1.6 billion were for the
finance operations. The weighted average interest rates were 5.7% and 3.2% on
notes payable and overdrafts outstanding at December 31, 1994 and 1993,
respectively.
The company periodically enters into interest rate swap and swap option
agreements as a means of managing interest rate exposure on both its U.S. and
non-U.S. debt. The interest differential to be paid or received is recognized
over the life of the agreements as an adjustment to interest expense. The
company is exposed to credit losses in the event of non-performance by the other
parties to the interest rate swap agreements to the extent of the differential
between the fixed- and variable-rates; such exposure is considered minimal.
The company enters into interest rate swap agreements principally through its
financial services business segment. It has been the policy 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.
At December 31, 1994, the company had outstanding interest rate swap agreements
with notional principal amounts of $509.9 million and terms expiring at various
dates from 1995 to 2004. The company exchanged variable commercial paper rates
on an equal notional amount of notes payable and overdrafts for fixed rates
ranging from 5.50% to 11.63%. No interest rate swap option agreements were
outstanding at December 31, 1994. Deferred gains and/or losses on terminated
interest rate swap contracts were not material at December 31, 1994 and 1993.
5. Long-term debt
................................................................................
<TABLE>
<CAPTION>
December 31 1994 1993
-----------------------------------------------------------------
<S> <C> <C>
Non-financial services debt:
7.85% to 8.72% notes due 1995 $ - $ 9,000
Other, various due dates (5.50% to 8.00%) 750 807
-----------------------------------------------------------------
750 9,807
Financial services debt:
Senior notes:
6.56% to 7.48% notes due 1995-1997 45,500 75,000
5.63% notes due 1997 200,000 -
10.13% notes due 1997 - 100,000
10.65% notes due 1999 - 100,000
8.80% notes due 2003 150,000 150,000
8.63% notes due 2008 100,000 100,000
9.25% notes due 2008 100,000 100,000
8.55% notes due 2009 150,000 150,000
Canadian dollar notes due 1995-2000
(8.47% to 12.50%) 29,856 58,055
Other, various due dates
(9.92% to 10.50%) 3,111 4,454
-----------------------------------------------------------------
Total long-term debt $779,217 $847,316
=================================================================
</TABLE>
The company has a medium-term note facility which was established as a part of
the company's shelf registrations, permitting issuance of up to $100 million in
debt securities of which $32 million remain available. Securities issued under
this medium-term note facility would have maturities ranging from more than one
year up to 30 years. The company also has an additional $300 million remaining
on shelf registrations filed with the Securities and Exchange Commission.
Pitney Bowes Credit Corporation (PBCC) has $400 million available from a $500
million shelf registration statement filed with the Securities and Exchange
Commission.
In March 1994, PBCC issued $200 million of 5.63 percent notes due in February
1997. In April 1994, PBCC redeemed $100 million of 10.65 percent notes due in
April 1999. PBCC had previously sold an option on a notional principal amount of
$100 million to enable a counterparty to require PBCC to pay a fixed rate of
10.67 percent for five years starting April 1, 1994. The counterparty exercised
that option. In September 1994, PBCC redeemed $100 million of 10.13 percent
notes due in September 1997.
The annual maturities of the outstanding debt during each of the next five
years are as follows: 1995, $67.0 million; 1996, $6.4 million; 1997, $251.4
million; 1998, $5.5 million and 1999, $3.7 million.
Under terms of their senior and subordinated loan agreements, certain of the
finance operations are required to maintain earnings before taxes and interest
charges at prescribed levels. With respect to such loan agreements, the company
will endeavor to have these finance operations maintain compliance with such
terms and, under certain loan agreements, is obligated, if necessary, to pay to
these finance operations amounts sufficient to maintain a prescribed ratio of
income available for fixed charges. The company has not been required to make
any such payments to maintain income available for fixed charge coverage. The
company does not guarantee payment of any of the finance operations'
obligations.
6. Capital stock and capital in excess of par value
................................................................................
At December 31, 1994, 240,000,000 shares of common stock, 600,000 shares of
cumulative preferred stock, and 5,000,000 shares of preference stock were
authorized, and 151,276,003 shares of common stock (net of 10,392,953 shares of
treasury stock), 954 shares of 4% Convertible Cumulative Preferred Stock (4%
preferred stock) and 103,017 shares of $2.12 Convertible Preference Stock ($2.12
preference stock) were issued and outstanding. The balance of unreserved and
unissued preferred stock (599,046 shares) and preference stock (4,896,983
shares) may be issued in the future by the board of directors, which will
determine the dividend rate, terms of redemption, terms of conversion (if any)
and other pertinent features. Unreserved and unissued common stock (exclusive of
treasury stock) at December 31, 1994 amounted to 67,000,520 shares.
In October 1993, the company acquired all outstanding shares and options of
Ameriscribe Corporation in exchange for 2,257,792 shares of Pitney Bowes common
stock. See Note 11 to the consolidated financial statements.
The 4% preferred stock outstanding, which is entitled to cumulative dividends
at the rate of $2 per year, is redeemable at the option of the company, in whole
or in part at any time, at the price of $50 per share, plus dividends accrued to
the redemption date. Each share of the 4% preferred stock is convertible into
12.12 shares of common stock, subject to adjustment in certain events.
35
<PAGE>
The $2.12 preference stock is entitled to cumulative dividends at the rate of
$2.12 per year and is redeemable at the option of the company at the rate of $28
per share. Each share of the $2.12 preference stock is convertible into eight
shares of common stock, subject to adjustment in certain events.
At December 31, 1994, an aggregate of 835,698 shares of common stock was
reserved for issuance upon conversion of the 4% preferred stock (11,562 shares)
and $2.12 preference stock (824,136 shares). In addition, 1,595,031 shares of
common stock were reserved for issuance under the company's dividend
reinvestment and other corporate plans.
Each share of common stock outstanding has attached one preference share
purchase right. The rights, which are subject to certain anti-dilution
adjustments, become exercisable in certain circumstances, after which they will
entitle the holder to purchase 1/400 of a share of Series A Junior Participating
Preference Stock. If, after the rights become exercisable, the company is
involved in a merger or certain other transactions, the holder will be entitled
to buy stock in the surviving company at a 50 percent discount.
7. Stock plans
................................................................................
Transactions under the company's stock plans are summarized below:
<TABLE>
<CAPTION>
Price per
Common stock Shares share
--------------------------------------------------------------
<S> <C> <C>
January 1, 1993, shares reserved 2,287,764 $ 7-$36
Shares offered 1993 (price approximates
market value at date of grant) 842,231 $38-$43
Shares issued 1993 (705,462) $ 7-$31
Shares canceled 1993 (132,506) $22-$42
--------------------------------------------------------------
December 31, 1993, shares reserved 2,292,027 $ 7-$43
Shares offered 1994 (price approximates
market value at date of grant) 1,009,102 $32-$40
Shares issued 1994 (519,765) $ 7-$38
Shares canceled 1994 (152,398) $30-$42
--------------------------------------------------------------
December 31, 1994, shares reserved 2,628,966 $10-$43
==============================================================
</TABLE>
Of the common shares reserved at December 31, 1994, options for 1,301,248 are
exercisable. At December 31, 1994, there remain 1,316,410 common shares for
which rights to purchase may be granted under the stock purchase plans. In
addition, stock-based awards representing up to 4,954,419 common shares may be
granted under other stock plans.
8. Taxes on income
................................................................................
In 1992, the company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" (FAS 109), effective retroactively to January
1, 1992. Application of FAS 109 required no cumulative effect adjustment
primarily due to the company's previous use of the liability method of
accounting for income taxes. The adoption of this new standard had no
significant effect on the company's tax provision for 1992.
Income from continuing operations before income taxes and the provision for
income taxes consist of the following:
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992
-----------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations
before income taxes:
U.S. $565,375 $437,167 $339,598
Outside the U.S. 1,132 61,693 72,356
-----------------------------------------------------------------------
Total $566,507 $498,860 $411,954
=======================================================================
Provision for income taxes:
U.S. federal:
Current $ 37,644 $ 79,666 $ 46,128
Deferred 123,037 53,497 51,363
-----------------------------------------------------------------------
160,681 133,163 97,491
-----------------------------------------------------------------------
U.S. state and local:
Current 12,856 20,065 11,276
Deferred 31,295 14,834 15,532
-----------------------------------------------------------------------
44,151 34,899 26,808
-----------------------------------------------------------------------
Outside the U.S.:
Current 19,342 40,311 25,172
Deferred (6,097) (15,207) 1,744
-----------------------------------------------------------------------
13,245 25,104 26,916
-----------------------------------------------------------------------
Total current 69,842 140,042 82,576
Total deferred 148,235 53,124 68,639
-----------------------------------------------------------------------
Total $218,077 $193,166 $151,215
=======================================================================
<CAPTION>
Deferred tax liabilities and (assets)
-----------------------------------------------------------------------
December 31 1994 1993
-----------------------------------------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Depreciation $ 58,441 $ 42,789
Deferred profit (for tax purposes) on sales
to finance subsidiaries 316,630 308,897
Lease revenue and related depreciation 578,916 520,110
Other 46,667 30,561
-----------------------------------------------------------------------
Deferred tax liabilities 1,000,654 902,357
-----------------------------------------------------------------------
Deferred tax assets:
Nonpension postretirement benefits (141,153) (147,183)
Pension liability (36,068) (26,051)
Inventory and equipment capitalization (30,095) (25,214)
Net operating loss carryforwards (43,528) (32,543)
Alternative minimum tax (AMT)
credit carryforwards (65,485) (71,571)
Strategic focus reserve (27,007) -
Postemployment benefits (34,320) -
Other (87,753) (98,414)
Valuation allowance 37,532 25,975
-----------------------------------------------------------------------
Deferred tax assets (427,877) (375,001)
-----------------------------------------------------------------------
Net deferred taxes $ 572,777 $ 527,356
=======================================================================
</TABLE>
Net deferred taxes includes $119.3 million and $117.7 million for 1994 and
1993, respectively, of current deferred taxes which are included in income taxes
payable in the Consolidated Balance Sheet.
The deferred tax asset for net operating losses and related valuation
allowance changed due to the company's refinement of its strategic focus outside
the U.S. and additional losses incurred during 1994 by foreign subsidiaries. As
of December 31, 1994, approximately $101.4 million of net operating loss
carryforwards were available to the company. Most of these losses, as well as
the company's alternative minimum tax credit, can be carried forward
indefinitely.
36
<PAGE>
In 1993, the company completed a transaction whereby it contributed certain
commercial aircraft, subject to direct finance leases, to a partnership. The
partnership transaction had the effect of reducing the company's obligation for
previously accrued deferred taxes. The reduction in deferred taxes has been
recognized as a reduction in 1993 income tax expense. Also in 1993, the company
recorded additional tax expense in the U.S. as a result of the Omnibus Budget
Reconciliation Act of 1993.
A reconciliation of the U.S. federal statutory rate to the company's effective
tax rate follows:
<TABLE>
<CAPTION>
Percent of pretax income 1994 1993 1992
--------------------------------------------------------
<S> <C> <C> <C>
U.S. federal statutory rate 35.0% 35.0% 34.0%
State and local income taxes 5.1 4.5 4.2
Rate adjustment for deferred taxes - 3.2 -
Partnership tax benefits (.8) (2.3) -
Other (.8) (1.7) (1.5)
--------------------------------------------------------
Effective income tax rates 38.5% 38.7% 36.7%
========================================================
</TABLE>
9. Retirement plans
................................................................................
The company has several defined benefit and defined contribution pension plans
covering substantially all employees worldwide. Benefits are primarily based on
employees' compensation and years of service. Company contributions are
determined based on the funding requirements of U.S. federal and other
governmental laws and regulations.
Total pension expense amounted to $50.2 million in 1994, $46.4 million in 1993
and $40.4 million in 1992. Net pension expense for defined benefit plans for
1994, 1993 and 1992 included the following components:
<TABLE>
<CAPTION>
United States Foreign
------------------------------ ------------------------------
1994 1993 1992 1994 1993 1992
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost - benefits earned during period $ 35,908 $ 30,797 $ 27,319 $ 5,975 $ 5,971 $ 6,913
Interest cost on projected benefit obligations 65,745 62,241 56,133 10,090 9,163 10,005
Actual return on assets 6,880 (85,971) (37,861) (10,681) (31,494) (2,684)
Net (deferral) and amortization (67,094) 30,804 (11,085) (1,502) 19,896 (10,978)
-----------------------------------------------------------------------------------------------------------------
Net periodic defined benefit pension expense(a) $ 41,439 $ 37,871 $ 34,506 $ 3,882 $ 3,536 $ 3,256
=================================================================================================================
</TABLE>
(a) Net periodic defined benefit pension expense for continuing operations in
the U.S. was $38.1 million, $35.1 million and $31.6 million for 1994, 1993
and 1992, respectively. Net periodic defined benefit pension expense for
continuing operations outside the U.S. was $4.1 million, $3.5 million and
$3.3 million for 1994, 1993 and 1992, respectively.
The funded status at December 31, 1994 and 1993 for the company's defined
benefit plans was:
<TABLE>
<CAPTION>
United States Foreign
------------------ --------------------
1994 1993 1994 1993
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Actuarial present value of:
Vested benefits $526,832 $561,874 $107,064 $ 97,471
==============================================================================================================
Accumulated benefit obligations $581,639 $632,317 $107,283 $ 97,714
==============================================================================================================
Projected benefit obligations $798,933 $854,589 $128,942 $124,286
--------------------------------------------------------------------------------------------------------------
Plan assets at fair value, primarily stocks and bonds, adjusted by: 670,182 689,622 137,494 136,900
Unrecognized net loss (gain) 26,191 90,078 (6,997) (10,889)
Unrecognized net asset (19,906) (23,236) (17,877) (20,281)
Unamortized prior service costs from plan amendments 27,686 30,159 9,928 10,952
--------------------------------------------------------------------------------------------------------------
704,153 786,623 122,548 116,682
--------------------------------------------------------------------------------------------------------------
Net pension liability $ 94,780 $ 67,966 $ 6,394 $ 7,604
==============================================================================================================
Assumptions for defined benefit plans(b):
Discount rate 8.75% 7.50% 6.7%- 9.0% 6.7%- 9.5%
Rate of increase in future compensation levels 5.75% 5.00% 3.5%- 6.5% 4.0%- 7.0%
Expected long-term rate of return on plan assets 9.50% 9.50% 9.0%-10.0% 8.5%-10.0%
--------------------------------------------------------------------------------------------------------------
</TABLE>
(b) Pension costs are determined using assumptions as of the beginning of the
year while the funded status of the plans is determined using assumptions as
of the end of the year.
37
<PAGE>
10. Nonpension postretirement and postemployment benefits
................................................................................
In the fourth quarter of 1992, the company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (FAS 106). This statement requires that the cost of these
benefits be recognized over the period the employee provides credited service to
the company rather than recognized on a cash basis, when incurred.
The transition effect of adopting FAS 106 on the immediate recognition basis
was retroactively reflected as of January 1, 1992, as a one-time, after-tax
charge of $214.6 million (net of approximately $139.7 million of income taxes),
or $1.35 per share. Application of this standard resulted in additional 1992
annual expenses, which totaled $22.4 million on income from continuing
operations before income taxes and $14.2 million after income taxes. In the
first quarter of 1993, the company announced certain changes to its health care
plans, including plan cost maximums, which should significantly reduce the
ongoing incremental impact of FAS 106 on future earnings.
Net nonpension postretirement benefit costs consisted of the following
components:
<TABLE>
<CAPTION>
Years ended December 31 1994 1993
-------------------------------------------------------------------------
<S> <C> <C>
Service cost-benefits earned during the period $ 10,140 $ 9,249
Interest cost on accumulated postretirement
benefit obligations 19,379 21,146
Net (deferral) and amortization (19,143) (18,647)
-------------------------------------------------------------------------
Net periodic postretirement benefit costs(a) $ 10,376 $ 11,748
=========================================================================
</TABLE>
(a) Net periodic postretirement benefit costs for continuing operations was $9.8
million and $10.8 million for 1994 and 1993, respectively.
The company's nonpension postretirement benefit plans are not funded. The
status of the plans was as follows:
<TABLE>
<CAPTION>
December 31 1994 1993
-------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligations:
Retirees and dependents $165,397 $174,999
Fully eligible active plan participants 38,792 54,583
Other active plan participants 63,751 76,229
Unrecognized net gain (loss) 16,179 (28,215)
Unrecognized prior service cost 81,650 100,306
-------------------------------------------------------------------------
Accrued nonpension postretirement benefits $365,769 $377,902
=========================================================================
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligations was 11.75% and 12% in 1994 and 1993,
respectively. This was assumed to gradually decline to 5.75% and 5% by the year
2000 and remaining at that level thereafter for 1994 and 1993, respectively. A
one-percentage-point increase in the assumed health care cost trend rate would
increase the year-end accumulated postretirement benefit obligations by
approximately $15 million as of December 31, 1994 and the net periodic
postretirement health care cost by $1.2 million in 1994.
The assumed weighted average discount rate used in determining the accumulated
postretirement benefit obligations was 8.75% and 7.5% in 1994 and 1993,
respectively.
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. The effect of adopting FAS 112 was a one-time non-cash,
after-tax charge of $119.5 million (net of approximately $80.5 million of income
taxes), or $.76 per share.
Since the first quarter of 1994, as part of the company's employee work-life
initiatives, employee input was actively sought about benefits and it was
concluded that employees prefer benefits more closely related to their changing
work-life needs. As a result, the company significantly reduced or eliminated
certain postemployment benefits, specifically service-related company-subsidized
life insurance, salary continuance and medical benefits, resulting in an after-
tax credit to income of $70.9 million (net of approximately $47.7 million of
income taxes). As a further outgrowth of this study, the company also
instituted, effective January 1, 1995, certain enhancements to its deferred
investment plan, including an increase in the company's match of employee
contributions.
11. Acquisitions and discontinued operations
................................................................................
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 in 1994,
the company announced its intent to seek buyers for its Dictaphone Corporation
(Dictaphone) and Monarch Marking Systems, Inc. (Monarch) subsidiaries. The sales
of Dictaphone and Monarch are expected to result in gains at closings which are
expected to occur 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.
Summary results of Dictaphone and Monarch operations were as follows:
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992
--------------------------------------------------------
<S> <C> <C> <C>
Revenue $552,255 $542,495 $546,541
========================================================
Income before income taxes $ 74,843 $ 75,947 $ 83,398
Provision for income taxes 29,682 28,452 31,969
--------------------------------------------------------
Income from discontinued
operations $ 45,161 $ 47,495 $ 51,429
========================================================
</TABLE>
In October 1993, the company acquired all outstanding shares of Ameriscribe
Corporation (Ameriscribe) in exchange for approximately $83 million of Pitney
Bowes common stock, plus approximately $5 million of additional shares for
outstanding Ameriscribe options. Ameriscribe, a nationwide provider of on-site
reprographics, mailroom and other office services to industrial corporations and
professional service firms on a contract basis, had revenue of $114 million in
1992. The company consolidated this unit with its facilities management business
operated through its wholly-owned subsidiary, Pitney Bowes Management Services,
Inc. The transaction was accounted for by the purchase method and the proforma
effect on the company's results was not significant.
In 1992, the company sold its Wheeler Group Inc. (Wheeler) subsidiary for
approximately $80 million in cash to a group consisting of the subsidiary's
management and Butler Capital Corporation. As part of the transaction, the
company also invested $4 million in preferred stock with warrants to purchase up
to 16 percent of the common stock of the new entity. In 1994, the company
exercised the warrants in exchange for common stock of the entity and pursuant
to a corporate reorganization by merger of the entity, received common stock in
a new entity and a special cash payment. The 1992 sale
38
<PAGE>
resulted in a gain of $2.7 million, net of $13.5 million of income taxes. The
Wheeler divestiture was expected to result in a gain at closing, accordingly,
the 1992 quarterly seasonal losses Wheeler incurred on $25.9 million of revenue
for the seven months ended July 31, 1992 were deferred and offset against the
gain on the sale.
12. Nonrecurring items, net
................................................................................
During the third quarter of 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. The company recorded a
$93.2 million charge to income to cover the costs of such actions. The charge
includes $61 million of severance and benefit costs for work force reductions,
$22 million of asset write downs and $10 million of other exit costs. All but
the asset write downs will result in cash outlays.
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 require a work force reduction of approximately 2,000 employees
worldwide over the next year, and the future hiring of approximately 850 new
employees with these requisite enhanced skills. All costs associated with hiring
of new employees were excluded from the charge and will 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 account for a work force reduction of more than 850 employees and
will require severance and benefit costs of $27 million. Other strategic actions
include reengineering and streamlining of order flow, logistics and other
administrative processes in the U.S., Europe and the Asia Pacific region which
will result in an additional work force reduction of more than 800 employees
requiring severance and benefit costs of $22.7 million. The decisions to phase
out non-mailing products in Germany and the cessation of further development and
marketing of shipping products which cannot be cost-effectively upgraded to new
technologies will account for the remaining work force reductions and related
severance and benefit costs.
As noted above, included in the plan to refine the strategic business focus of
the company are asset write downs of $22 million and $10 million of other exit
costs for certain additional actions. Consistent with a refinement of focus on
our core businesses, these actions include phasing-out non-mailing products in
Germany. This decision requires the write down of inventories, lease and rental
contracts and other assets to their net realizable value for which $7.4 million
has been provided. The decision to cease development and marketing of certain
shipping products as noted above has resulted in further inventory and other
asset write-offs of $8.6 million. The company has 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 has been 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 will result in the early termination of a facility lease.
As of December 31, 1994 the company has made severance and benefits payments
of $3.4 million to approximately 200 employees separated under the strategic
focus initiatives.
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. Anticipated net cash savings in 1995 and
1996 approximate $20 million and $30 million, respectively.
13. Commitments and contingencies
................................................................................
At December 31, 1994, the company's finance subsidiaries had unfunded
commitments of $3.0 million to extend credit to customers. The company evaluates
each customer's credit worthiness on a case-by-case basis. Upon extension of
credit, the amount and type of collateral obtained, if deemed necessary by the
company, is based on management's credit assessment of the customer. Fees
received under the agreements are recognized over the commitment period. The
maximum risk of loss arises from the possible non-performance of the customer to
meet the terms of the credit agreement. As part of the company's review of its
exposure to risk, adequate provisions are made for finance assets which may be
uncollectible.
The company is a defendant in a number of lawsuits, none of which will, in the
opinion of management, have a material adverse effect on the company's financial
position or results of operations.
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
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.
14. Leases
................................................................................
In addition to factory and office facilities owned, the company leases similar
properties, as well as sales and service offices, equipment and other
properties, generally under long-term lease agreements extending from three to
25 years. Certain of these leases have been capitalized at the present value of
the net lease payments at inception. Amounts included under liabilities
represent the present value of remaining lease payments.
Future minimum lease payments under both capital and operating leases as of
December 31, 1994 are as follows:
<TABLE>
<CAPTION>
Capital Operating
Years ending December 31 leases leases
------------------------------------------------------
<S> <C> <C>
1995 $ 5,631 $ 88,268
1996 5,294 60,825
1997 4,976 39,865
1998 4,726 26,567
1999 4,716 20,202
Later years 18,712 68,612
------------------------------------------------------
Total minimum lease payments 44,055 $304,339
========
Less amount representing interest (18,447)
------------------------------------------
Present value of net
minimum lease payments $ 25,608
==========================================
</TABLE>
39
<PAGE>
Rental expense was $127.0 million, $101.6 million and $101.4 million in 1994,
1993 and 1992, respectively.
15. Financial services
................................................................................
The company has several consolidated finance operations which are engaged in
lease financing of the company's products as well as other commercial and
industrial transactions in the U.S., Canada, the U.K., Germany, France and
Australia. In the first quarter of 1993, the company began phasing out the
business of financing non-Pitney Bowes equipment outside of the U.S. Condensed
financial data for the consolidated finance operations follows:
<TABLE>
<CAPTION>
Condensed summary of operations
Years ended December 31 1994 1993 1992
-------------------------------------------------------------
<S> <C> <C> <C>
Internal finance income $328,380 $328,719 $319,335
External finance income 356,251 285,546 314,016
-------------------------------------------------------------
Revenue 684,631 614,265 633,351
-------------------------------------------------------------
Costs and expenses 276,576 233,491 230,608
Interest, net 175,152 171,982 201,421
Nonrecurring items, net 6,096 - -
-------------------------------------------------------------
Total expenses 457,824 405,473 432,029
-------------------------------------------------------------
Income before income taxes 226,807 208,792 201,322
Provision for income taxes 72,677 75,012 69,954
-------------------------------------------------------------
Income before effect of changes
in accounting principles 154,130 133,780 131,368
Effect of changes in
accounting principles (2,820) - (1,866)
-------------------------------------------------------------
Net income $151,310 $133,780 $129,502
=============================================================
<CAPTION>
Condensed balance sheet at December 31 1994 1993
-------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 15,144 $ 8,325
Finance receivables, net 1,050,090 994,998
Other current assets and prepayments 61,054 43,760
-------------------------------------------------------------
Total current assets 1,126,288 1,047,083
Long-term finance receivables, net 3,086,401 2,895,952
Investment in leveraged leases 481,308 301,645
Other assets 225,495 210,616
-------------------------------------------------------------
Total assets $4,919,492 $4,455,296
=============================================================
Accounts payable and accrued
liabilities $ 410,564 $ 376,634
Income taxes payable 104,662 105,986
Notes payable and current portion
of long-term obligations 2,199,843 1,889,902
-------------------------------------------------------------
Total current liabilities 2,715,069 2,372,522
Deferred taxes on income 263,923 232,728
Long-term debt 973,222 997,448
Other noncurrent liabilities 4,983 3,705
-------------------------------------------------------------
Total liabilities 3,957,197 3,606,403
-------------------------------------------------------------
Equity 962,295 848,893
-------------------------------------------------------------
Total liabilities and equity $4,919,492 $4,455,296
=============================================================
</TABLE>
Finance receivables are generally due in monthly, quarterly or semi-annual
installments over periods ranging from three to seven years. In addition, 24
percent of the company's net finance assets represent secured commercial and
private jet aircraft transactions with lease terms ranging from two to 25 years.
The company considers its credit risk for these leases to be minimal since all
aircraft lessees are making payments in accordance with lease agreements. The
company believes any potential exposure in aircraft investment is mitigated by
the value of the collateral as the company retains a security interest in the
leased aircraft.
Maturities of gross finance receivables and notes payable for the finance
operations are as follows:
<TABLE>
<CAPTION>
Gross finance Notes payable and
Years ending December 31 receivables subordinated debt
----------------------------------------------------------
<S> <C> <C>
1995 $1,451,206 $2,199,843
1996 1,082,113 5,638
1997 747,236 251,407
1998 462,066 5,484
1999 256,723 3,710
Thereafter 1,012,831 706,983
----------------------------------------------------------
Total $5,012,175 $3,173,065
==========================================================
</TABLE>
Finance operations' net purchases of Pitney Bowes equipment amounted to $617.4
million, $585.1 million and $524.4 million in 1994, 1993 and 1992, respectively.
The components of net finance receivables were as follows:
<TABLE>
<CAPTION>
December 31 1994 1993
---------------------------------------------------------
<S> <C> <C>
Gross finance receivables $ 5,012,175 $ 4,803,877
Residual valuation 599,430 522,566
Initial direct cost deferred 76,323 68,633
Allowance for credit losses (113,091) (116,512)
Unearned income (1,438,346) (1,387,614)
---------------------------------------------------------
Net finance receivables $ 4,136,491 $ 3,890,950
=========================================================
</TABLE>
The company's net investment in leveraged leases is composed of the following
elements:
<TABLE>
<CAPTION>
December 31 1994 1993
---------------------------------------------------------
<S> <C> <C>
Net rent receivable $ 479,027 $ 185,120
Unguaranteed residual valuation 550,516 422,483
Unearned income (548,235) (305,958)
---------------------------------------------------------
Investment in leveraged leases 481,308 301,645
Deferred taxes arising from
leveraged leases (169,537) (114,093)
---------------------------------------------------------
Net investment in leveraged leases $ 311,771 $ 187,552
=========================================================
</TABLE>
Following is a summary of the components of income from leveraged leases:
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992
---------------------------------------------------------
<S> <C> <C> <C>
Pretax leveraged lease income $ 6,694 $3,785 $3,281
Income tax effect 5,050 5,381 5,490
---------------------------------------------------------
Income from leveraged leases $11,744 $9,166 $8,771
=========================================================
</TABLE>
Leveraged lease assets acquired by the company are financed primarily through
nonrecourse loans from third-party debt participants. These loans are secured by
the lessee's rental obligations and the leased property. Net rents receivable
represent gross rents less the principal and interest on the nonrecourse debt
obligations. Unguaranteed residual values are principally based on independent
appraisals of the values of leased assets remaining at the expiration of the
lease.
40
<PAGE>
Leveraged lease investments totaling $234.4 million are related to commercial
real estate facilities, with original lease terms ranging from 17 to 25 years.
Also included are nine aircraft transactions with major commercial airlines,
with a total investment of $227.4 million and with original lease terms ranging
from 22 to 25 years and two transactions involving locomotives with a total
investment of $19.5 million with original lease terms ranging from 25 to 38
years.
The company has sold net finance receivables with varying amounts of recourse
in privately-placed transactions with third-party investors. The uncollected
principal balance of receivables sold and residual guarantee contracts totaled
$275.2 million and $379.8 million at December 31, 1994 and 1993, respectively.
The maximum risk of loss arises from the possible non-performance of lessees to
meet the terms of their contracts and from changes in the value of the
underlying equipment. Conversely, these contracts are supported by the
underlying equipment value and credit worthiness of customers. As part of the
review of its exposure to risk, the company believes adequate provisions have
been made for sold receivables which may be uncollectible.
The company has invested in various types of equipment under operating leases;
the net investment at December 31, 1994 and 1993 was not significant.
16. Business segment information
................................................................................
For a description of the company's segments and financial information relating
to revenue, operating profit and identifiable assets by business segment for the
years 1994, 1993 and 1992, see "Segments" on page 21. That information is
incorporated herein by reference. The information set forth below should be read
in conjunction with such information. Operating profit of each segment is
determined by deducting from revenue the related costs and operating expenses
directly attributable to the segment. Segment operating profit excludes general
corporate expenses, which amounted to $71.7 million in 1994, $74.4 million in
1993 and $88.3 million in 1992, income taxes and net interest other than that
related to the financial services segment. Additional segment information is as
follows:
<TABLE>
<CAPTION>
Years ended December 31 1994 1993 1992
--------------------------------------------------------
<S> <C> <C> <C>
Depreciation and
amortization:
Business equipment
and services $218,861 $210,591 $202,595
Financial services 32,859 22,849 19,875
--------------------------------------------------------
Total $251,720 $233,440 $222,470
========================================================
Net additions to property,
plant and equipment
and rental equipment
and related inventories:
Business equipment
and services $246,922 $245,114 $184,882
Financial services 47,087 28,863 1,958
--------------------------------------------------------
Total $294,009 $273,977 $186,840
========================================================
</TABLE>
Identifiable assets are those used in the company's operations in each segment
and exclude cash and cash equivalents and short-term investments. Identifiable
assets of geographic areas include intercompany profits on inventory and rental
equipment transferred between segments and intercompany accounts. A
reconciliation of identifiable assets to consolidated assets is as follows:
<TABLE>
<CAPTION>
December 31 1994 1993
--------------------------------------------------------
<S> <C> <C>
Identifiable assets by
geographic area $7,081,244 $6,608,214
Inter-area profits (29,772) (21,966)
Intercompany accounts (176,874) (243,764)
--------------------------------------------------------
Identifiable assets by industry
segment 6,874,598 6,342,484
Cash and cash equivalents and
short-term investments 75,745 55,806
General corporate assets 142,928 122,046
Discontinued operations 306,449 273,480
--------------------------------------------------------
Consolidated assets $7,399,720 $6,793,816
========================================================
</TABLE>
17. Fair value of financial instruments
................................................................................
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
Cash, cash equivalents, short-term investments, accounts receivable, accounts
payable and notes payable. The carrying amounts approximate fair value because
of the short maturity of these instruments.
Investment securities. The fair value of investment securities is estimated
based on quoted market prices, dealer quotes and other estimates.
Loan receivables. The fair value of loan receivables is estimated based on
quoted market prices, dealer quotes or by discounting the future cash flows
using current interest rates at which similar loans would be made to borrowers
with similar credit ratings.
Long-term debt. The fair value of long-term debt is estimated based on quoted
dealer prices for the same or similar issues.
Interest rate swap and swap option agreements and foreign currency exchange
contracts. The fair values of interest rate swaps, swap options and foreign
currency exchange contracts are obtained from dealer quotes. These values
represent the estimated amount the company would receive or pay to terminate
agreements taking into consideration current interest rates, the credit
worthiness of the counterparties and current foreign currency exchange rates.
Residual and conditional commitment guarantee contracts. The fair value of
residual and conditional commitment guarantee contracts is based on the
projected fair market value of the collateral as compared to the guaranteed
amount plus a commitment fee generally required by the counterparty assuming the
guarantee.
Commitments to extend credit. The fair value of commitments to extend credit is
estimated by comparing current market conditions taking into account the
remaining terms of existing agreements and present credit worthiness of the
counterparties.
Transfer of receivables with recourse. The fair value of the recourse liability
represents the estimate of expected future losses. The company periodically
evaluates the adequacy of reserves and estimates of expected losses, if the
resulting evaluation of expected losses differs from the actual reserve,
adjustments are made to the reserve.
41
<PAGE>
The estimated fair value of the company's financial instruments is as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------
Carrying Fair
December 31, 1994 value* value
------------------------------------------------------------------
<S> <C> <C>
Investment securities $ 7,490 $ 7,553
Loan receivables $ 265,795 $ 268,342
Long-term debt $(860,295) $(855,670)
Interest rate swaps $ (3,180) $ (17,855)
Foreign currency exchange contracts $ 704 $ 329
Residual and conditional commitment
guarantee contracts $ (3,870) $ (3,798)
Commitments to extend credit - $ (450)
Transfer of receivables with recourse $ (31,556) $ (31,556)
------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------
Carrying Fair
December 31, 1993 value* value
------------------------------------------------------------------
<S> <C> <C>
Investment securities $ 8,550 $12,068
Loan receivables $ 206,630 $ 213,509
Long-term debt $(947,553) $(1,040,286)
Interest rate swaps $ (15,365) $ (75,591)
Foreign currency exchange contracts $ 265 $ 2,645
Residual and conditional commitment
guarantee contracts $ (3,733) $ (3,741)
Commitments to extend credit - $ (2,003)
Transfer of receivables with recourse $ (30,526) $ (30,526)
------------------------------------------------------------------
</TABLE>
*Carrying value includes accrued interest and deferred fee income.
18. Quarterly financial data (unaudited)
................................................................................
Summarized quarterly financial data (in millions of dollars, except for per
share data) for 1994 and 1993 follows:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------------------------
1994 March 31 June 30 Sept. 30 Dec. 31
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue $ 745 $818 $806 $902
Cost of sales and rentals
and financing $ 286 $330 $312 $366
Income from
continuing operations $ 82 $ 87 $ 85 $ 94
Discontinued operations 10 12 11 13
Effect of a change in
accounting for
postemployment benefits (120) - - -
--------------------------------------------------------------------------
Net income $ (28) $ 99 $ 96 $107
==========================================================================
Income per common and
common equivalent share:
Continuing operations $ .51 $.55 $.54 $.61
Discontinued operations .07 .07 .07 .08
Effect of a change in
accounting for post-
employment benefits (.75) - - -
--------------------------------------------------------------------------
Net income $(.17) $.62 $.61 $.69
==========================================================================
<CAPTION>
Three Months Ended
--------------------------------------------------------------------------
1993 March 31 June 30 Sept. 30 Dec. 31
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue $703 $739 $724 $834
Cost of sales and rentals
and financing $261 $282 $265 $313
Income from
continuing operations $ 70 $ 76 $ 59 $101
Discontinued operations 12 11 10 14
--------------------------------------------------------------------------
Net income $ 82 $ 87 $ 69 $115
==========================================================================
Income per common and
common equivalent share:
Continuing operations $.44 $.48 $.37 $.63
Discontinued operations .08 .07 .06 .09
--------------------------------------------------------------------------
Net income $.52 $.55 $.43 $.72
==========================================================================
</TABLE>
Report of Independent Accountants
................................................................................
Price Waterhouse LLP LOGO MARK
To the Stockholders and Board of Directors of Pitney Bowes Inc.:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Pitney Bowes
Inc. and its subsidiaries at December 31, 1994 and 1993, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 10 to the consolidated financial statements, the company
adopted a new accounting standard for postemployment benefits in 1994 and
elected to adopt a new accounting standard for postretirement benefits other
than pensions in 1992.
/s/Price Waterhouse
Stamford, Connecticut
January 31, 1995
42
<PAGE>
DIRECTORS AND OFFICERS
Directors
................................................................................
Linda G. Alvarado
President
Alvarado Construction, Inc.
commercial and industrial general contractor
Marc C. Breslawsky
Vice Chairman
Pitney Bowes Inc.
William E. Butler
Chairman and Chief Executive Officer
Eaton Corporation
manufacturer of engineered products serving automotive, industrial, commercial
and defense markets
Colin G. Campbell
President
Rockefeller Brothers Fund
Michael J. Critelli
Vice Chairman
Pitney Bowes Inc.
John C. Emery, Jr.
Vice Chairman
The Robbins Company
and former Chairman, President
and Chief Executive Officer
Emery Air Freight Corporation
George B. Harvey
Chairman, President
and Chief Executive Officer
Pitney Bowes Inc.
Charles E. Hugel
Retired Chairman
and Chief Executive Officer
Combustion Engineering, Inc.
principal products are power generation and process equipment and systems
David T. Kimball
Retired Chairman and
Chief Executive Officer
General Signal Corporation
manufacturer of instrumentation and control systems and industrial equipment
Leroy D. Nunery
Vice President, Human
and Information Resources
National Basketball Association
Phyllis Shapiro Sewell
Retired Senior Vice President
Federated Department Stores, Inc.
retailer
Arthur R. Taylor
President, Muhlenberg College
and Chairman, Arthur Taylor & Co.
investment firm
Corporate Officers
................................................................................
George B. Harvey
Chairman, President and
Chief Executive Officer
Carmine F. Adimando
Vice President - Finance
and Administration, and Treasurer
Marc C. Breslawsky
Vice Chairman
Michael J. Critelli
Vice Chairman
Steven J. Green
Vice President - Controller
Douglas A. Riggs
Vice President - Communications,
Planning, Secretary and General Counsel
Carole F. St. Mark
President and Chief Executive Officer
Pitney Bowes Business Services
Johnna G. Torsone
Vice President - Personnel
43
<PAGE>
STOCKHOLDER INFORMATION
World Headquarters
................................................................................
Pitney Bowes Inc
1 Elmcroft RD
Stamford CT 06926-0700
(203) 356-5000
Annual Meeting
................................................................................
Stockholders are cordially invited to attend the 1995 Annual Meeting at 10:00
a.m., Monday, May 8, 1995, at Pitney Bowes World Headquarters in Stamford,
Connecticut. A notice of the meeting, proxy statement and proxy will be mailed
to each stockholder under separate cover.
10-K Report
................................................................................
The Form 10-K report, to be filed by Pitney Bowes with the Securities and
Exchange Commission, will provide certain additional information. Stockholders
may obtain copies of this report without charge by writing to:
MSC 6140
Investor Relations
Pitney Bowes Inc
1 Elmcroft RD
Stamford CT 06926-0700
Stock Exchanges
................................................................................
Pitney Bowes common stock is traded under the symbol "PBI." The stock is listed
on the New York Stock Exchange. It is also traded on the Chicago, Philadelphia,
Boston, Pacific and Cincinnati stock exchanges.
Comments
................................................................................
Comments concerning the Annual Report should be addressed to:
MSC 6309
Director
Investor Communications
and Advertising
Pitney Bowes Inc
1 Elmcroft RD
Stamford CT 06926-0700
Stockholder Inquiries
................................................................................
Common, preference and preferred stockholders may call the company's registrar
and transfer agent Chemical Bank at (800) 648-8170 or may write to the
following addresses:
For lost securities requirements and securities processing (transfers,
redemptions, conversions):
Chemical Bank
JAF Building
PO BOX 2862
New York NY 10116-2862
For change of address and account consolidations (combining two or more
accounts):
Chemical Bank
JAF Building
PO BOX 3070
New York NY 10116-3070
For transfer inquiries, replacement dividend checks, tax information and other
inquiries:
Chemical Bank
JAF Building
PO BOX 3068
New York NY 10116-3068
For dividend reinvestment enrollment requests and other dividend reinvestment
information:
Chemical Bank
JAF Building
PO BOX 3069
New York NY 10116-3069
Stockholders may contact Pitney Bowes Stockholder Services at:
MSC 6313
Stockholder Services
Pitney Bowes Inc
1 Elmcroft RD
Stamford CT 06926-0700
(203) 351-6088
Investor Inquiries
................................................................................
All investor inquiries about Pitney Bowes should be addressed to:
MSC 6140
Investor Relations
Pitney Bowes Inc
1 Elmcroft RD
Stamford CT 06926-0700
Transfer Agent, Registrar, Dividend Reinvestment Agent and Successor Rights
Agent
................................................................................
Common, Preference and Preferred Stock
Equity Services
Chemical Bank
450 West 33RD ST FL 15
New York NY 10001-2697
Stock Information
................................................................................
<TABLE>
Dividends per common share
<CAPTION>
Quarter 1994 1993
----------------------------------------------
<S> <C> <C>
First $ .26 $.225
Second .26 .225
Third .26 .225
Fourth .26 .225
--------------
Total $1.04 $ .90
--------------
Quarterly price ranges of
common stock
<CAPTION>
1994
---------------
Quarter High Low
----------------------------------------------
<S> <C> <C>
First 46 3/8 39 7/8
Second 42 3/8 37
Third 39 1/4 34 1/2
Fourth 36 1/2 29 1/4
<CAPTION>
1993
---------------
Quarter High Low
----------------------------------------------
<S> <C> <C>
First 43 3/8 38 3/4
Second 44 1/2 39 5/8
Third 44 37 1/4
Fourth 43 3/4 36 1/4
</TABLE>
Trademarks
................................................................................
7 SERIES, 8 SERIES, ADDRESSRIGHT, ARRIVAL, BUSINESS BASICS, CUSTOMER
SATISFACTION GUARANTEE, PARAGON, POSTAGE BY PHONE, SEND-IT, SMART TOUCH,
SPECTRUM, STAR and VALUE ADDED MAINTENANCE SYSTEM are trademarks or service
marks of Pitney Bowes Inc.
44
<PAGE> EXHIBIT (iv)
Page 1 of 3
PITNEY BOWES INC.
SUBSIDIARIES OF THE REGISTRANT
The Registrant, Pitney Bowes Inc., a Delaware Corporation, has no parent.
The following are subsidiaries of the Registrant
(as of December 31, 1994)
Country or
state of
Company name incorporation
Adrema Leasing Corporation Delaware
Adrema Maschinen und Auto-Leasing GmbH Germany
Adrema Maschinenbau Inc. Delaware
Adrema Mobilien Leasing GmbH Germany
Andeen Enterprises, Inc. Panama
Artec International Corporation California
Atlantic Mortgage & Investment Corporation Florida
B. Williams Corp. Delaware
Canadian Office Services Ltd. Canada
Cascade Microfilm Systems, Inc. California
Chas. P. Young Health Fitness &
Management, Inc. New York
Colonial Pacific Leasing Corporation Massachusetts
Datarite Systems Ltd. England
Dictaphone Canada Ltd./Ltee. Canada
Dictaphone Company Ltd. England
Dictaphone Corporation Delaware
Dictaphone Deutschland GmbH Germany
Dictaphone International A.G. Switzerland
Dictaphone Netherlands B.V. Netherlands
Dodwell Pitney Bowes K.K. (50% owned) Japan
DSP Inc. Connecticut
ECL Finance Company, N.V. Netherlands
Elmcroft Road Realty Corporation Connecticut
Harlow Aircraft Inc. Delaware
Informatech California
La Agricultora Ecuatoriana S.A. Ecuador
Monarch Marking Systems Australia Pty. Ltd. Australia
Monarch Marking Systems de Mexico S.A. de C.V. Mexico
Monarch Marking Systems, Inc. Delaware
Monarch Marking Systems Ltd. Canada
Monarch Marking Systems N.Z. Ltd. New Zealand
Monarch Marking (S.E.A.) Pte. Ltd.(55% owned) Singapore
Monarch Service Bureau Limited Hong Kong
Norlin Australia Investment Pty. Ltd. Australia
Norlin Industries Limited Canada
Norlin Music (U.K.) Ltd. England
PB Forms, Inc. Nebraska
PB Funding Corporation Delaware
PB Global Holdings Inc. Connecticut
PB Global Holdings II Inc. Connecticut
PB Global Holdings III Inc. Connecticut
<PAGE>
EXHIBIT (iv)
Page 2 of 3
SUBSIDIARIES OF THE REGISTRANT (continued)
Country or
state of
Company name incorporation
PB Global Holdings IV Inc. Connecticut
PB Leasing Corporation Delaware
PB Leasing International Corporation Delaware
PB Leasing Services Inc. Nevada
PBA Foreign Sales Corporation Barbados
PB World Trade Corporation (Disc) Delaware
PB CFSC I Inc. Virgin Islands
PBL Holdings Inc. Nevada
PB Nikko FSC Ltd. Bermuda
PB Nihon FSC Ltd. Bermuda
Pickering Canada Pty. Limited Australia
Pitney Bowes AG Switzerland
Pitney Bowes Australia Pty. Limited Australia
Pitney Bowes Australia FAS Pty. Ltd. Australia
Pitney Bowes Austria Ges.m.b.H Austria
Pitney Bowes of Canada Ltd. Canada
Pitney Bowes China Inc. Delaware
Pitney Bowes Credit Australia Limited Australia
Pitney Bowes Credit Corporation Delaware
Pitney Bowes Data Systems, Ltd. England
Pitney Bowes de Mexico, S.A. de C.V. Mexico
Pitney Bowes Deutschland GmbH Germany
Pitney Bowes Espana, S.A. Spain
Pitney Bowes Finance S.A. France
Pitney Bowes Finans Norway AS Norway
Pitney Bowes Finance PLC England
Pitney Bowes France S.A. France
Pitney Bowes Holdings Ltd. England
Pitney Bowes Holding SNC France
Pitney Bowes Hong Kong Inc. Delaware
Pitney Bowes Insurance Agency, Inc. Connecticut
Pitney Bowes International Ireland
Pitney Bowes Italia S.r.l. Italy
Pitney Bowes (Ireland) Limited Ireland
Pitney Bowes Leasing Ltd. Canada
Pitney Bowes Locations S.A. France
Pitney Bowes Management Services, Inc. Delaware
Pitney Bowes Management Services Canada, Inc. Canada
Pitney Bowes Management Services Limited England
Pitney Bowes Marking Systems Ltd. Delaware
Pitney Bowes Marking Systems Ltd. England
Pitney Bowes Oy Finland
Pitney Bowes plc England
Pitney Bowes Properties Inc. Connecticut
Pitney Bowes Real Estate Financing Corporation Delaware
Pitney Bowes Servicios, S.A. de C.V. Mexico
Pitney Bowes Shelton Realty Inc. Connecticut
Pitney Bowes Svenska Aktiebolag Sweden
<PAGE>
EXHIBIT (iv)
Page 3 of 3
SUBSIDIARIES OF THE REGISTRANT (continued)
Country or
state of
Company name incorporation
Pitney Bowes World Trade Corporation (FSC) Virgin Islands
PREFCO I Inc. Delaware
PREFCO I LP Inc. Delaware
PREFCO II Inc. Delaware
PREFCO II LP Inc. Delaware
PREFCO III Inc. Delaware
PREFCO III LP Inc. Delaware
PREFCO IV Inc. Delaware
PREFCO IV LP Inc. Delaware
PREFCO V Inc. Delaware
PREFCO V LP Inc. Delaware
PREFCO VI Inc. Delaware
PREFCO VI LP Inc. Delaware
PREFCO VII Inc. Delaware
PREFCO VII LP Inc. Delaware
PREFCO VIII Inc. Delaware
PREFCO VIII LP Inc. Delaware
PREFCO IX Inc. Delaware
PREFCO IX LP Inc. Delaware
PREFCO X Inc. Delaware
PREFCO X LP Inc. Delaware
PREFCO XI Inc. Delaware
PREFCO XI LP Inc. Delaware
PREFCO XII Inc. Delaware
PREFCO XII LP Inc. Delaware
PREFCO XIII Inc. Delaware
PREFCO XIII LP Inc. Delaware
PREFCO XIV Inc. Delaware
PREFCO XIV LP Inc. Delaware
PREFCO XV Inc. Delaware
PREFCO XV LP Inc. Delaware
RE Properties Management Corporation Delaware
Remington Customer Finance Pty. Limited Australia
Remington (PNG) Pty. Limited Papua New Guinea
Remington Pty. Limited Australia
ROM Holdings Pty. Limited Australia
ROM Securities Pty. Limited Australia
Sales and Service Training Center Inc. Georgia
TECO/Pitney Bowes Co., Ltd. (50% owned) Taiwan
Time-Sensitive Delivery Guide Inc. Delaware
Tower FSC, Ltd. Bermuda
Universal Postal Frankers Ltd. England
Walnut Street Corp. Delaware
1136 Corporation Delaware
75 V Corp. Delaware
<PAGE>
EXHIBIT (v)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on:
Form Reference
Form S-8 No. 33-5291
Form S-8 No. 33-4549
Form S-8 No. 33-22238
Form S-8 No. 33-5765
Form S-8 No. 33-41182
Form S-3 No. 33-5289
Form S-3 No. 33-5290
Form S-3 No. 33-18280
Form S-3 No. 33-25730
Form S-3 No. 33-21723
Form S-3 No. 33-27244
Form S-3 No. 33-33948
of Pitney Bowes Inc. of our report dated January 31, 1995 appearing in the
Pitney Bowes Inc. 1994 Annual Report to Stockholders which is incorporated
in this Annual Report on Form 10-K. We also consent to the incorporation
by reference in the aforementioned Registration Statements of our report on
the financial statement schedules, which appears in this Form 10-K.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Stamford, Connecticut
March 30, 1995
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 75,106
<SECURITIES> 639
<RECEIVABLES> 439,185
<ALLOWANCES> 16,909
<INVENTORY> 430,641
<CURRENT-ASSETS> 2,083,744
<PP&E> 1,218,016
<DEPRECIATION> 639,366
<TOTAL-ASSETS> 7,399,720
<CURRENT-LIABILITIES> 3,978,469
<BONDS> 779,217
<COMMON> 323,338
0
2,838
<OTHER-SE> 1,418,893
<TOTAL-LIABILITY-AND-EQUITY> 7,399,720
<SALES> 1,418,304
<TOTAL-REVENUES> 3,270,613
<CGS> 828,221
<TOTAL-COSTS> 1,294,291
<OTHER-EXPENSES> 1,220,674
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 189,141
<INCOME-PRETAX> 566,507
<INCOME-TAX> 218,077
<INCOME-CONTINUING> 348,430
<DISCONTINUED> 45,161
<EXTRAORDINARY> 0
<CHANGES> (119,532)<F1>
<NET-INCOME> 274,059
<EPS-PRIMARY> 1.74
<EPS-DILUTED> 1.74
<FN>
<F1>Includes a change in accounting for postemployment benefits.
</FN>
</TABLE>
