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She’s ready
for the right
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Pitney Bowes Annual Report 2011
Every connection is a new opportunity ™
1 Elmcroft Road, Stamford, CT 06926-0700 203.356.5000 www.pb.com
Stockholder Information
World Headquarters
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
203.356.5000
www.pb.com
Annual Meeting
Stockholders are cordially invited to attend the Annual
Meeting at 9:00 a.m., Monday, May 14, 2012, at Pitney Bowes
World Headquarters in Stamford, Connecticut. Notice of the
meeting will be mailed or made available to stockholders
of record as of March 16, 2012. Please refer to the Proxy
Statement for information concerning admission to the meeting.
10-K Report
Included in this Annual Report to Stockholders is a copy of
our Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, as filed with the Securities and Exchange
Commission. This Annual Report contains statements that
are forward-looking. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors discussed in the Forward-Looking Statements section
of the Form 10-K. The CEO/CFO certifications required to be
filed with the SEC under Section 302 of the Sarbanes-Oxley
Act of 2002 were filed as exhibits to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2011.
The CEO certification required to be submitted to the NYSE
pursuant to Section 303A.12(a) of the NYSE Listed Company
Manual was submitted on June 7, 2011.
Additional copies of our Form 10-K will be sent to
stockholders free of charge upon written request to:
MSC 00-63-02
Investor Relations
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Stock Exchanges
Pitney Bowes common stock is traded under the symbol
“PBI.” The principal market on which it is listed is the New
York Stock Exchange. The stock is also traded on the Chicago,
Philadelphia, Boston, Pacific and Cincinnati stock exchanges.
Investor Inquiries
All investor inquiries about Pitney Bowes should be
addressed to:
MSC 00-63-02
Investor Relations
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Comments concerning the Annual Report
should be sent to:
MSC 00-63-03
Corporate Marketing
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Trademarks
Pitney Bowes, the Corporate logo, Every connection is a new opportunity,
Connect+, EngageOne, IntelliJet, Mailstream Wrapper, MarketSpace, pbSmart,
pbSmartPostage, Portrait Interaction Optimizer, Portrait Uplift, Print+ Messenger,
SendSuite Live and Volly are trademarks of Pitney Bowes Inc. or a subsidiary.
USPS and First-Class are trademarks of the United States Postal Service.
All other trademarks are the property of their respective owners.
Transfer Agent and Registrar
Computershare Trust Company, N.A.
PO Box 43078
Providence, RI 02940-3078
Stockholders may call Computershare at (800) 648-8170
www.computershare.com
Stockholder Inquiries
To provide or obtain information concerning transfer
requirements, lost certificates, dividends, changes of address
and other matters, please call: (800) 648-8170, TDD phone
service for the hearing impaired (800) 952-9245, for foreign
holders (781) 575-2721; or write to the address above.
Dividend Reinvestment Plan
Owners of Pitney Bowes Inc. common stock may purchase
common stock, $1 par value, with their dividends through the
Dividend Reinvestment Plan. A prospectus and enrollment
card may be obtained by calling (800) 648-8170 or by writing
to the agent at the address above.
Direct Deposit of Dividends
For information about direct deposit of dividends, please call
(800) 648-8170 or write to the agent at the address above.
Duplicate Mailings
If you receive duplicate mailings because you have more than
one account listing, you may wish to save your company money
by consolidating your accounts. Please call (800) 648-8170 or
write to the agent at the address above.
Stock Information
Dividends per common share:
Quarter
First
Second
Third
Fourth
Total
2011
$
$
$
$
.370
.370
.370
.370
$ 1.48
Quarterly price ranges of common stock:
2011 Quarter
First
Second
Third
Fourth
2010 Quarter
First
Second
Third
Fourth
High
$ 26.15
$ 26.36
$ 23.47
$ 21.20
High
$ 24.76
$ 26.00
$ 25.00
$ 24.79
2010
$
$
$
$
.365
.365
.365
.365
$ 1.46
Low
$ 23.46
$ 22.05
$ 18.00
$ 17.33
Low
$ 20.80
$ 21.28
$ 19.06
$ 21.19
The materials used in this publication are recyclable.
The paper is certified to Forest Stewardship Council™ (FSC)® standards.
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She could be your perfect customer.
She fits your market by income, location
and interests. She even likes your products.
But she has lots of choices. How do you
convince her you’re right for her, too?
First, recognize that lasting relationships
are built on mutual understanding and
open, honest communication. Then, find
the technology to make it happen, one
customer at a time.
Do this across an entire market, and
you’ll do more than build enduring
relationships. You’ll build a strong future
for your business, with technology
Pitney Bowes can deliver today.
2
Murray D. Martin
Chairman, President and
Chief Executive Officer
Fellow Shareholders:
The big story of 2011 was the continuing transformation of Pitney Bowes into a leading provider of
21st-century customer communication technologies. We have been able to accelerate this transformation
by reducing our costs and streamlining our business over the last two and a half years. These measures
also helped our company remain solidly profitable in 2011, despite the lingering effects of a deep,
global recession. During the year, we added to our growing portfolio of products and services that
help businesses cater to the communication preferences of individual customers and build long-term
relationships with them. By seeking out the best technology partners, we ensured that the products
we bring to market are superior to our competition’s. Taken together, these actions demonstrate our
commitment to leading the revolution in customer communications that is now taking place.
Breakthrough technologies
Businesses face big challenges in communicating with their customers today. The rules of engagement
are changing. Customers are now in charge. They will ignore anything that is not relevant to them.
Digital communications are exploding and organizations are struggling to make sense of Big Data — the
unending torrent of digital information from and about customers. There are also growing concerns about
privacy and compliance. Pitney Bowes is helping businesses around the world turn these challenges to
their advantage, so they can achieve their strategic objectives and become more profitable.
Our new EngageOne™ Communication Suite is the latest example of how our technology is helping
businesses adopt a more integrated, customer-focused approach. This truly enterprise-wide solution
allows multiple departments to use the same platform to create, produce and deliver communications
of all types, across all channels: Web, email, mail and mobile. When marketing, billing and client
services share a common integrated system, it is far easier to produce communications that reinforce
each other and contain the most current, relevant information.
We expanded our software product offerings in 2011, solidifying our position as one of the world’s leading
software providers as measured by Software Magazine’s annual Software 500 listing, in which we placed
Pitney Bowes Annual Report 2011 3
in the top one-third of all companies. We introduced new applications in areas ranging from customer
analytics and campaign management to cross-channel customer self-service tools.
Our software is helping businesses improve how they identify prospects, bring them on board as
customers and sustain mutually rewarding relationships. A report by Forrester Research called our
combination of predictive analytics and EngageOne a “game changer,” saying that “Pitney Bowes now
has all the tools for emerging multichannel communications.”
Our technologies are gaining traction in the marketplace. Portrait Uplift™ software, for example,
delivered impressive growth while drawing glowing reviews from industry analysts. This software allows
businesses to identify a crucial customer bloc: those who might leave, but might also be persuaded
to stay. By delivering exactly the right offer to this target audience, companies can dramatically improve
the ROI for their marketing efforts. Gartner calls uplift analysis a “must-consider concept for every
organization with significant campaign management activities.”
Our software is helping businesses improve
how they identify prospects, bring them on
board as customers and sustain mutually
rewarding relationships.
Small businesses often have to navigate the complexities of the multichannel world on their own.
Through services for managing direct mail, email and QR code-based campaigns, our new pbSmart™
suite of cloud-based solutions helps these businesses market themselves with the same sophistication
as larger companies. Our pbSmart Codes deliver a superior customer experience and are far more
useful to marketers than typical QR codes. When a consumer scans a pbSmart Code, it brings up a link
not just to a Web page, but to a landing page specifically designed to look great on any mobile device.
It also provides instant campaign metrics to business owners.
This suite also includes pbSmartPostage™, which lets users print shipping labels and postage for letters
from any networked computer, eliminating the need for software downloads. Our small-meter customers
greeted the April launch of pbSmartPostage enthusiastically.
Volly™, our free digital delivery service, has the potential to simplify the lives of consumers while providing
businesses with a flexible communication channel that can help them strengthen customer relationships.
Volly will give consumers a single, secure online location to receive, manage and store bills, statements,
investment information and other communications that once arrived in the mail.
We unveiled Volly as a concept in early 2011 and spent the rest of the year refining it. We talked to consumers,
let them test-drive it, and then made improvements based on their feedback. Partnerships with best-of-breed
companies will allow us to deliver the best possible digital service. Adobe’s web content management
software, for example, will create a more dynamic experience that we are certain will delight consumers.
Because success in this emerging market depends on mailer density (the amount of mail the average
household can receive digitally), relationships with third-party mailers are key. We closed 2011 having
Pitney Bowes Annual Report 2011 4
signed agreements with 40 such firms, which collectively send out over 5 billion bills, statements and
account communications a year on behalf of more than 5,000 businesses and consumer brands. We will
continue to expand the amount of mail that can be delivered through Volly and make the service available
to consumers in the second half of 2012.
The future of mail
Recent news reports have painted a dire picture of the U.S. Postal Service and the future of physical
mail. While there is no question that the USPS faces serious operational issues, speculation that mail will
cease to be a vital communication channel is simply wrong. In 2011, the USPS delivered nearly 170 billion
pieces of mail, powering the trillion-dollar-a-year mailing industry.
Businesses know that their customers want to interact with them across multiple channels, depending
on where they are and what they are doing: paying a bill, confirming an order or checking out a sale.
Our strategy focuses on leveraging physical, digital and hybrid channels to yield a sum greater than its
parts. We are actively involved in conversations with the USPS, as well as with other posts worldwide,
to help define the future of this enduring communication channel.
We continue to invest in
technologies that make it easier
to integrate mail with digital
communications.
We continue to invest in products and services that increase the value of mail and make it easier to
integrate mail with digital communications. For instance, our cloud-based Connect+® system enables
mailers to turn envelopes into powerful marketing pieces by printing full-color messages or a pbSmart
Code in the same pass as the postage. Our Print+ Messenger™ gives high-volume mailers the ability
to print personalized color marketing messages, logos and addresses on envelopes, while our new
Mailstream Wrapper™ creates envelopes “on the fly” during mail production. For high-volume mailers,
we also expanded our line of IntelliJet® printing systems in 2011. These digital color printers transform
routine mailings into personalized marketing pieces. Our new MarketSpace™ Web Platform adds even
greater potential value to these monthly statements by enabling mailers to sell space to third-party
advertisers for highly targeted marketing. We and our partner Media Horizons Inc. handle it all,
from brokering ads and analyzing available white space to matching recipients with each advertiser’s
target audience.
We also expanded our lineup of cloud-based SendSuite Live™ shipping solutions; with the rise of global
e-commerce and the accompanying increase in shipping, this area is increasingly important for us. With
a new technology-based consulting service from our Management Services business, recently named
among the world’s top 100 outsourcing service providers, we are also helping large businesses tackle
the costly and persistent problem of returned mail. According to industry research, nearly 2 percent
of all outbound USPS® First-Class Mail® gets returned each year, which translates into 1.4 billion lost
opportunities to connect with a customer.
Pitney Bowes Annual Report 2011 5
Strategic vision,
great technology
and the values that
define us: together
these will ensure
our continuing
success.
I cannot mention mail without a salute to our Mail Services
employees for the heroic job they did following the fire that
destroyed our huge processing site in Dallas. We not only
maintained service during the crisis, but found and outfitted a
new site in just seven months, enabling our presort business to
return to its path of solid revenue growth.
Investing wisely
We have invested approximately $200 million in new technology
and process improvements. These investments were funded with
savings generated by our Strategic Transformation program,
which exceeded our targets and will generate $300 million in
net annualized savings. We launched this top-to-bottom review of our operations in 2009 to give us
the ability to serve customers better, increase our capacity for growth and ensure our ability to manage
our way through an economic downturn that has lasted longer than many expected.
Our new investments include collaborative software that is helping build stronger relationships with
our own customers. This software connects our sales representatives across geographies and lines of
business, giving them the same comprehensive view of each customer. This means our people can always
speak with a single, knowledgeable voice, even when the customer is a global enterprise with a multilayered
relationship with Pitney Bowes.
Our new Global Technology Center in Danbury, Connecticut, brings together our engineering, research
and development, product management, and information technology services under one roof for our
communications solutions businesses. We created the center to enhance cross-team collaboration
and open new paths to innovation.
An enduring commitment to our values
Beyond great technology and a clear strategic vision, our commitment to the values that have sustained
us for 90 years will ensure our continuing success. As I meet with Pitney Bowes people around the
world, I am inspired by their personal dedication to innovation, to the pursuit of excellence and to our
responsibilities as a global corporate citizen. Our 28,000 employees have weathered both an adverse
economy and a rigorous internal transformation. Through it all, we have stayed true to who we are as a
company while maintaining the passion and energy needed to transform Pitney Bowes for the challenges
and opportunities of the 21st century. I am very proud of what we are accomplishing together.
Murray D. Martin
Chairman, President and
Chief Executive Officer
Need a QR code reader? Download ScanShot from iTunes or wherever Android
apps are available. For a BlackBerry reader, visit App World. It’s free and easy.
Scan this code
to learn more
about Volly
Pitney Bowes Annual Report 2011 6
How do you
build a customer
relationship
that lasts?
Get to know
er and earn
her trust
Scan this code
to learn more
about building
lifetime customer
relationships
Pitney Bowes Annual Report 2011 7
WASHINGTON
OREGON
You have a lot of information about her. But how well do
you know her? Not well enough, if you’ve ever addressed
her as “Dear Mr. Client.” Or tried to sell her something
new before resolving an existing complaint.
In the age of Big Data, chaos can turn what should be
relevant, targeted customer communications into
relationship killers. Information gets old. Databases
don’t talk to each other. Sometimes the data doesn’t
make sense.
Pitney Bowes is helping businesses around the world
make smarter use of their data, with intelligent software
that ensures the data’s quality, accessibility and value as
a decision-making tool.
Our analytical tools enable businesses to understand
individual customers better and gain fresh insights into
everything from how to serve them better to what else
they might want to buy.
Forecast the future
to target the right customers
She’s undecided, but could — with just the
right offer — be persuaded to renew her contract.
Game-changing software from Pitney Bowes helps
marketers predict which customers are worth
targeting — and which aren’t. It analyzes hundreds
of variables to classify customers by type: those
who are going to renew anyway; those who will
react negatively to a marketing pitch; and those
who have already decided to bolt. Then there are
the customers whose behavior you can actually
change. By marketing only to these “persuadables,”
T-Mobile Austria GmbH achieved higher retention
rates at sharply reduced costs.
Pitney Bowes Annual Report 2011 8
Talk to her
about what
she really
cares about
You know she’s reading her monthly statement.
But is it saying all it could? Does she find your offers
relevant, or irritating? Would she like them better via
email, or mobile? Do all your communications speak
with a single voice?
As channels proliferate and the rules of customer
engagement change, getting things exactly right is
a challenge.
Pitney Bowes can help. Our pioneering technology lets
you create dynamic communications tailored to specific
channels — Web, email, mail, mobile, call-center
conversations. Marketing, client services and billing can
all leverage a single production engine, eliminating the
redundant or confusing messages that alienate customers.
Our analytics transform routine communications into
relationship-builders. Using our software, you can learn
from millions of past responses how to create more relevant
offers and predict which channels will work best.
Pitney Bowes Annual Report 2011 Pitney Bowes Annual Report 2011
9
You have my attention,
now tell me more
She already relies on Aflac insurance to help
provide a safety net for her family. Now she
can get information on her policies in colorful,
concise messages right on her monthly
statement, thanks to Pitney Bowes output
enhancement software and four-color digital
inkjet technology. Aflac sees the process as
100 percent variable-data printing. She sees
it as a way to learn more about her benefits
and other Aflac policies she should consider.
Multiply this by 400,000 statements a month,
and it’s a potent cross-sell channel.
10
Be as savvy
about technology
as she is
Pitney Bowes Annual Report 2011 11
She’s constantly on the move — and always
connected. Pitney Bowes technology helps
you reach her wherever, whenever, however
she likes — with personalized content she
can act on right away.
pbSmart Codes bring smart
audiences to Stamford Symphony
Personalized
advice, on the fly
Smartphones at live concerts? No, but
at Connecticut’s Stamford Symphony,
they’re a hit with audience and orchestra
alike, thanks to the marketing magic of
pbSmart™ Codes. QR codes are everywhere
these days. But it took Pitney Bowes to
unleash their potential, with a terrific
user experience and real-time metrics for
marketers. Using pbSmart Codes, orchestra
patrons are now accessing online video,
concert schedules and instant discounts
everywhere from home and office to
theater lobbies and program books. While
the printed code remains the same, the
information behind it is as dynamic as the
orchestra itself. And yes, they do turn off
their phones before the music starts.
Every road warrior knows the hazards:
canceled flights, lost reservations, construction
delays, car trouble. Fortunately, her travel
agent’s call center runs on iSuggest, an
analytical tool that automatically searches
for the best answer to her immediate needs.
The cloud-based inbound marketing platform
is built on our Portrait Interaction Optimizer™
software and sold as a monthly service by
Tieto, northern Europe’s largest IT service
provider. Across a range of industries,
iSuggest enables call-center agents to speak
knowledgeably from the beginning of a
conversation with customers they’ve never met.
For some, it can mean a better place to stay
once they land; for others, it’s personalized
advice about a financial decision.
Scan this code
to learn more about
pbSmart Codes
Pitney Bowes Annual Report 2011 12
Simplify
her life
Help her simplify her busy life
and she’s yours. With Pitney
Bowes, you can give her the
personal attention she deserves,
and make it easy for her to do
business with you — on her terms.
Do it for all your customers and
watch your business grow.
Give her the time
to focus on what matters
It’s the digital age, but paper still clutters
her life. Bills, statements, marketing offers —
it’s endless, and it’s all in her mailbox. Dealing
with it takes time and she’s got better things
to do. That’s why she needs Volly™, our new
digital delivery service. Volly transforms that
overwhelming pile of paper into a seamless
digital stream, then delivers it to a single, secure
online location where she can make quick work
of it all and store what she needs. With Volly,
she can see the status of bills at a glance and
pay them instantly, using a single log-in via
computer, smartphone or tablet. Businesses
benefit, too. They get to engage directly with
individual customers while promoting their
brand and reducing mail costs.
Pitney Bowes Annual Report 2011 13
Financial Highlights
from Our CFO
Michael Monahan
Executive Vice President
and Chief Financial Officer
This year’s annual report is all about building lasting customer relationships through relevant communications.
We believe that is where our long-term growth and value creation opportunities lie. In 2011, we continued to make
progress in executing our strategies to help our Small and Medium business and enterprise customers identify,
develop and maintain the right relationships with their customers via the channels of their choice.
We believe that our disciplined implementation of our Strategic Transformation program, initiated in 2009, has laid
the foundation for our future success. Our actions to increase productivity and streamline the organization have given
us a more variable, competitive cost structure. The leverage from the program enabled us to improve our segment
EBIT margins in three of our seven business segments for 2011 compared with the prior year, despite the prolonged
global economic and business uncertainty that negatively affected our revenue. Most importantly, the benefits from
these initiatives allowed us to reinvest in talent and infrastructure to expand our digital and hybrid capabilities in the
customer communications management marketplace. We have made significant investments in our Web platform
and customer-facing sales and service systems; developed global shared services across multiple functions; and
enhanced our product management and development capabilities.
We made these investments and many others while still achieving net benefits from Strategic Transformation for 2011
in excess of $135 million. This brings the annualized run rate of our total net benefits to date to more than $300 million,
exceeding even our most recent expectations of benefits targeted at $250 to $300 million. We will continue to realize
benefits in 2012 and beyond from the capability that we have created. While we do not anticipate future material charges
related to this program, we will drive continuous improvement in our operations as a way of life going forward.
Our revenue for the full year was $5.3 billion, a decline of less than 3 percent when compared with the prior year.
Revenue this year included about a 2 percent benefit from currency translation. Adjusted earnings per diluted share
from continuing operations were $2.70 compared with $2.23 for the prior year. Adjusted earnings per share from
continuing operations included $0.44 per share related to tax settlements with the IRS for tax years 2001 through 2008.
Our earnings per diluted share on a generally accepted accounting principles (GAAP) basis were $3.05 for the full year
compared with $1.41 for the prior year. This year’s earnings included $0.52 per share for restructuring and asset
impairments primarily associated with the company’s Strategic Transformation initiatives; non-cash goodwill impairments
of $0.56 per share; and a non-cash net tax charge of $0.02 per share primarily associated with out-of-the-money stock
options that expired during the year. Benefits to GAAP earnings per share for the year included $0.13 per share from
the sale of leveraged lease assets in Canada and an additional $1.31 per share net benefit in discontinued operations
related to the tax settlements with the IRS in the U.S.
We continued to generate outstanding cash flow. Our free cash flow for the year was $1.03 billion, which benefited
from higher net income, approximately $130 million in tax refunds primarily associated with U.S. income tax settlements,
and higher reserve account deposits. Of our cash generated, we paid $300 million in dividends to common shareholders;
made special contributions of $123 million to our U.S. pension plan; used $100 million to repurchase our common
shares outstanding; and reduced debt by $50 million.
Pitney Bowes Annual Report 2011 14
We are pleased that in February our Board of Directors decided to increase our dividend to $0.375 per common
share for the first quarter of 2012. This marks the 30th consecutive year that we have increased our quarterly dividend.
This is an important part of our commitment to provide excellent returns to shareholders.
We are expanding our opportunities for growing our value to shareholders and customers, as we successfully transform
our ability to help our customers communicate and build lasting relationships with their customers. Our Strategic
Transformation program has created the capacity to support and accelerate growth. We are focused on improving
revenue trends in 2012 and have a number of initiatives designed to take advantage of opportunities to grow our digital
and hybrid capabilities and offerings, while continuing to enrich our value proposition for all our customers.
Michael Monahan
Executive Vice President
and Chief Financial Officer
Summary of Selected Financial Data
For the year
(Dollars in thousands, except per share amounts)
As reported
Revenue
Income from continuing operations
Diluted earnings per share from continuing operations
Net cash provided by operating activities
Depreciation and amortization
Capital expenditures
Cash dividends per share of common stock
Average common and potential common shares outstanding
Total assets
Total debt
Stockholders’ deficit
Total employees
As adjusted
EBIT
Income from continuing operations
Diluted earnings per share from continuing operations
Free cash flow
EBIT to interest
2011
2010
2009
$ 5,277,974
$
$
$
$
$
$
351,321
1.73
920,193
272,142
155,980
1.48
202,765,947
$ 8,147,104
$ 4,233,909
$
(38,986)
28,683
$
$
$
897,130
548,094
2.70
$ 1,029,569
4.5
$ 5,425,254
$ 310,483
$
1.50
$ 952,111
$ 303,653
$ 119,768
$
1.46
206,752,872
$ 8,444,023
$ 4,289,248
$ 5,569,171
$ 431,554
$
2.08
$ 824,068
$ 338,895
$ 166,728
$
1.44
207,322,440
$ 8,571,039
$ 4,439,662
$
(96,581)
$
(3,152)
30,661
33,004
$ 918,175
$ 460,884
$
2.23
$ 962,307
4.6
$ 950,278
$ 473,399
$
2.28
$ 889,094
4.7
Pitney Bowes Annual Report 2011
Reconciliation of Reported Consolidated
Results to Adjusted Results
For the year
(Dollars in thousands, except per share amounts)
GAAP income from continuing operations before income taxes,
as reported
Restructuring charges and asset impairments
Goodwill impairment
Sale of leveraged lease
Other income and expense
Income from continuing operations before income taxes, as adjusted
Provision for income taxes, as adjusted
Preferred stock dividends of subsidiaries attributable to
noncontrolling interests
Income from continuing operations, as adjusted
Interest expense, net
Provision for income taxes, as adjusted
Preferred stock dividends of subsidiaries attributable to
noncontrolling interests
EBIT
GAAP diluted earnings per share, as reported
(Gain) loss from discontinued operations
GAAP diluted earnings per share from continuing operations,
as reported
Restructuring charges and asset impairments
Goodwill impairment
Other income and expense
Tax adjustments
GAAP net cash provided by operating activities, as reported
Capital expenditures
Free cash flow
Payments related to restructuring charges
Reserve account deposits
Pension plan contributions
Free cash flow, as adjusted
15
2011
2010
2009
$ 414,281
148,151
130,150
7,282
—
699,864
133,395
18,375
548,094
197,266
133,395
18,375
$ 897,130
$
3.05
(1.31)
1.73
0.52
0.56
(0.13)
0.02
$ 920,193
(155,980)
764,213
107,002
35,354
123,000
$ 534,577
182,274
—
—
—
716,851
237,643
18,324
460,884
201,324
237,643
18,324
$ 918,175
$
1.41
0.09
1.50
0.59
—
—
0.13
$
2.23
$ 952,111
(119,768)
832,343
119,565
10,399
—
$ 693,176
48,746
—
—
4,450
746,372
251,505
21,468
473,399
203,906
251,505
21,468
$ 950,278
$
2.04
0.04
2.08
0.15
—
—
0.05
$
2.28
$ 824,068
(166,728)
657,340
105,090
1,664
125,000
Diluted earnings per share from continuing operations, as adjusted
$
2.70
$ 1,029,569
$ 962,307
$ 889,094
The sum of the earnings per share amounts may not equal the totals above due to rounding.
Management believes this presentation provides a reasonable basis on which to present the adjusted financial information. The Company’s financial results are reported in accordance
with generally accepted accounting principles (GAAP). The earnings per share and free cash flow results are adjusted to exclude the impact of special items such as restructuring charges and
asset impairment, goodwill impairment charges and other income and expense which materially impact the comparability of the Company’s results of operations. The use of free cash flow has
limitations. GAAP cash flow has the advantage of including all cash available to the Company after actual expenditures for all purposes. Free cash flow is the amount of cash that management
could have available for discretionary uses if it made different decisions about employing its cash. It adjusts for long-term commitments such as capital expenditures, as well as special items
such as cash used for restructuring charges and contributions to its pension funds. All of these items use cash that is not otherwise available to the Company and are important expenditures.
Management compensates for these limitations by using a combination of GAAP cash flow and free cash flow in doing its planning.
The adjusted financial information and certain financial measures such as earnings before interest and taxes (EBIT) and EBIT to interest are intended to be more indicative of the ongoing
operations and economic results of the Company. EBIT excludes interest and taxes, and as a result has the effect of showing a greater amount of earnings than net income. The Company
believes that interest and taxes, though important, do not reflect management effectiveness as these items are largely outside of its control. In assessing performance, the Company uses both
EBIT and net income.
This adjusted financial information should not be construed as an alternative to our reported results determined in accordance with GAAP. Further, our definition of this adjusted financial
information may differ from similarly titled measures used by other companies.
Pitney Bowes Annual Report 2011
Helen Shan
Vice President — Finance
and Treasurer
Joseph H. Timko
Executive Vice President
and Chief Strategy and
Innovation Officer
Johnna G. Torsone
Executive Vice President and
Chief Human Resources Officer
*Information as of March 1, 2012
Stockholders may visit the Pitney
Bowes corporate governance website
at www.pb.com under Our Company —
Leadership + Governance for information
concerning the Company’s governance
practices, including the Governance
Principles of the Board of Directors,
charters of the committees of the board,
the Company’s Business Practices
Guidelines and the Directors’ Code
of Business Conduct and Ethics.
16
Directors and Corporate Officers*
Directors
Corporate Officers
Murray D. Martin
Chairman, President and
Chief Executive Officer
Leslie Abi-Karam
Executive Vice President
and President,
Pitney Bowes Communications
Solutions
Patrick M. Brand
Vice President and President,
Pitney Bowes Mailing,
North America
Gregory E. Buoncontri
Executive Vice President and
Chief Information Officer
Amy C. Corn
Vice President, Secretary
and Chief Governance Officer
Daniel J. Goldstein
Executive Vice President
and Chief Legal and
Compliance Officer
Steven J. Green
Vice President — Finance
and Chief Accounting Officer
Michael Monahan
Executive Vice President
and Chief Financial Officer
John E. O’Hara
Executive Vice President
and President,
Pitney Bowes Software Solutions
Vicki A. O’Meara
Executive Vice President
and President,
Pitney Bowes Services Solutions
Rodney C. Adkins
Senior Vice President
Systems and Technology Group
International Business
Machines Corporation
Linda G. Alvarado
President and
Chief Executive Officer
Alvarado Construction, Inc.
Anne M. Busquet
Principal
AMB Advisors, LLC
Roger Fradin
President and
Chief Executive Officer
Honeywell Automation
and Control Solutions,
Honeywell International, Inc.
Anne Sutherland Fuchs
Group President
Growth Brands Division
Digital Ventures
J.C. Penney Company, Inc.
James H. Keyes
Retired Chairman
Johnson Controls, Inc.
Murray D. Martin
Chairman, President and
Chief Executive Officer
Pitney Bowes Inc.
Eduardo R. Menascé
Retired President
Enterprise Solutions Group
Verizon Communications Inc.
Michael I. Roth
Chairman and
Chief Executive Officer
The Interpublic Group of
Companies, Inc.
David L. Shedlarz
Retired Vice Chairman
Pfizer Inc.
David B. Snow, Jr.
Chairman and
Chief Executive Officer
Medco Health Solutions, Inc.
Robert E. Weissman
Retired Chairman
IMS Health Incorporated
Pitney Bowes Annual Report 2011 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
Commission file number: 1-3579
PITNEY BOWES INC.
Incorporated in Delaware
1 Elmcroft Road, Stamford, Connecticut 06926-0700
(203) 356-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $1 par value per share
$2.12 Convertible Cumulative Preference Stock (no par value)
I.R.S. Employer Identification No.
06-0495050
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: 4% Convertible Cumulative Preferred Stock ($50 par value)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:59) No (cid:133)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes (cid:133) No (cid:59)
Indicate by check mark whether 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 (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:59) No (cid:133)
Indicate by check marks whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
Yes (cid:59) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) 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. (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer (cid:59)
Accelerated filer (cid:133)
Non-accelerated filer (cid:133)
Smaller reporting company (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:133) No (cid:59)
As of June 30, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was
$4,647,239,292 based on the closing sale price as reported on the New York Stock Exchange.
Number of shares of common stock, $1 par value, outstanding as of close of business on February 13, 2012: 199,787,708 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission (the Commission) on or before
April 29, 2012 and to be delivered to stockholders in connection with the 2012 Annual Meeting of Stockholders to be held May 14,
2012, are incorporated by reference in Part III of this Form 10-K.
PITNEY BOWES INC.
TABLE OF CONTENTS
PART I
PAGE
ITEM 1.
Business................................................................................................................................................................
ITEM 1A. Risk Factors..........................................................................................................................................................
ITEM 1B. Unresolved Staff Comments.................................................................................................................................
Properties..............................................................................................................................................................
ITEM 2.
ITEM 3.
Legal Proceedings ................................................................................................................................................
ITEM 4. Mine Safety Disclosures.......................................................................................................................................
PART II
ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ...........................................................................................................................
ITEM 6.
Selected Financial Data ........................................................................................................................................
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...............................
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk..............................................................................
Financial Statements and Supplementary Data ....................................................................................................
ITEM 8.
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...............................
ITEM 9A. Controls and Procedures.......................................................................................................................................
ITEM 9B. Other Information.................................................................................................................................................
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance ...................................................................................
ITEM 11. Executive Compensation ......................................................................................................................................
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters................................................................................................................................................................
ITEM 13. Certain Relationships, Related Transactions and Director Independence ............................................................
Principal Accountant Fees and Services...............................................................................................................
ITEM 14.
ITEM 15. Exhibits and Financial Statement Schedules ........................................................................................................
SIGNATURES...........................................................................................................................................................................
Consolidated Financial Statements and Supplemental Data ......................................................................................................
PART IV
3
5
6
6
7
7
8
10
11
28
28
28
29
29
30
31
31
31
31
32
33
34
2
PITNEY BOWES INC.
PART I
ITEM 1. – BUSINESS
General
Pitney Bowes Inc. (“we,” “us,” “our,” or “Company”), was incorporated in the state of Delaware on April 23, 1920, as the Pitney
Bowes Postage Meter Company. Today we are a global provider of software, hardware and services to enable both physical and
digital communications and to integrate those physical and digital communications channels. Our growth strategies focus on
leveraging our historic leadership in physical communication with our expanding capabilities in digital and hybrid communications.
We see long-term opportunities in delivering products, software, services and solutions that help customers grow their business by
more effectively managing their physical and digital communications with their customers.
For more information about us, our products, services and solutions, visit www.pb.com. Also, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments or exhibits to those reports are available, free of
charge, through the Investor Relations section of our website at www.pb.com/investorrelations, as soon as reasonably practicable after
such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (the SEC). The information found
on our website is not part of this or any other report we file with or furnish to the SEC.
Our annual, quarterly and current reports, proxy statements and other information can also be obtained from the SEC’s website at
www.sec.gov. This uniform resource locator is an inactive textual reference only and is not intended to incorporate the contents of the
SEC website into this Form 10-K.
You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW,
Washington, DC 20549. You may also request copies of these documents by writing to the SEC’s Office of Public Reference at the
above address, at prescribed rates. Please call the SEC at (800) 732-0330 for further information on the operations of the Public
Reference Room and copying charges.
Business Segments
We organize and report our business activities within two groups based on the customers they primarily serve, Small & Medium
Business Solutions and Enterprise Business Solutions. See Note 18 to the Consolidated Financial Statements for financial information
concerning our reporting segments. The principal products and services of each of our reporting segments are as follows:
Small & Medium Business Solutions:
North America Mailing: Includes the U.S. and Canadian revenue and related expenses from the sale, rental and financing of
our mail finishing, mail creation, shipping equipment and software; supplies; support and other professional services; and
payment solutions.
International Mailing: Includes the revenue and related expenses from the sale, rental and financing of our mail finishing,
mail creation, shipping equipment and software; supplies; support and other professional services; and payment solutions
outside North America.
Enterprise Business Solutions:
Production Mail: Includes the worldwide revenue and related expenses from the sale, support and other professional services
of our high-speed, production mail systems, sorting and production print equipment.
Software: Includes the worldwide revenue and related expenses from the sale and support services of non-equipment-based
mailing, customer relationship and communication and location intelligence software.
Management Services: Includes worldwide revenue and related expenses from facilities management services; secure mail
services; reprographic, document management services; and litigation support and eDiscovery services.
Mail Services: Includes the worldwide revenue and related expenses from presort mail services and cross-border mail
services.
Marketing Services: Includes the revenue and related expenses from direct marketing services for targeted customers.
Support Services
We maintain extensive field service organizations to provide servicing for customers’ equipment, usually in the form of annual
maintenance contracts.
3
Marketing
We market our products and services through our sales force, direct mailings, outbound telemarketing, independent distributors and
the Internet. We sell to a variety of business, governmental, institutional and other organizations. We have a broad base of customers,
and we are not dependent upon any one customer or type of customer for a significant part of our revenue. We do not have significant
backlog or seasonality relating to our businesses.
Credit Policies
We establish credit approval limits and procedures based on the credit quality of the customer and the type of product or service
provided to control risk in extending credit to customers. In addition, we utilize an automatic approval program for certain leases.
This program is designed to facilitate low dollar transactions by utilizing historical payment patterns and losses realized for customers
with common credit characteristics. The program defines the criteria under which we will accept a customer without performing a
more detailed credit investigation, such as maximum equipment cost, a customer’s time in business and payment experience.
We closely monitor the portfolio by analyzing industry sectors and delinquency trends by product line, industry and customer to
ensure reserve levels and credit policies reflect current trends. Management continues to closely monitor credit lines, collection
resources, and revise credit policies as necessary to be more selective in managing the portfolio.
Competition
We are a leading supplier of products and services in the large majority of our business segments and our long experience, reputation
for product quality, and our sales and support service organizations are important factors in influencing customer choices with respect
to our products and services. All of our segments face competition from a number of companies. In particular, we face competition
from companies that offer products and services as alternative means of message communications, including from postage meter and
mailing machine suppliers for new placements of mailing equipment and from companies that offer alternatives to our mailing
products, services and software. As we expand our activities in managing and integrating physical and digital communications, we
will face competition from other companies looking to digitize mail, as well as those providing on-line payment services. We finance
the majority of our equipment sales through our captive financing business. Our financing operations face competition, in varying
degrees, from leasing companies, commercial finance companies, commercial banks and other financial institutions. Our competitors
range from very large, diversified financial institutions to many small, specialized firms. We offer a complete line of products and
services as well as a variety of finance and payment offerings to our customers. We are a major provider of business services to the
corporate, financial services, professional services and government markets, competing against national, regional and local firms
specializing in facilities and document management throughout the world.
Research, Development and Intellectual Property
We have many research and development programs that are directed toward developing new products and service offerings. As a
result of our research and development efforts, we have been awarded a number of patents with respect to several of our existing and
planned products. We do not believe our businesses are materially dependent on any one patent or license or any group of related
patents or group of related licenses. Our expenditures for research and development were $149 million, $156 million and $182
million in 2011, 2010 and 2009, respectively.
Material Suppliers
We depend on third-party suppliers for a variety of services, components, supplies and a large portion of our product manufacturing.
In certain instances, we rely on single sourced or limited sourced suppliers around the world because the relationship is advantageous
due to quality, price, or there are no alternative sources. We have not historically experienced shortages in services, components or
products and believe that our available sources for materials, components, services and supplies are adequate.
Regulatory Matters
We are subject to the regulations of postal authorities worldwide related to product specifications and business practices involving our
postage meters. From time to time, we will work with these governing bodies to help in the enhancement and growth of mail and the
mail channel.
Employees and Employee Relations
At December 31, 2011, we employed approximately 20,100 persons in the U.S. and 8,600 persons outside the U.S. The large majority
of our employees are not represented by any labor union, and we believe that our current relations with employees are good.
Management follows the policy of keeping employees informed of decisions, and encourages and implements employee suggestions
whenever practicable.
4
Executive Officers
See Part III, Item 10. “Directors, Executive Officers and Corporate Governance” of this Form 10-K for information about Executive
Officers of the Registrant.
ITEM 1A. – RISK FACTORS
In addition to the disclosures and other information discussed in this report, the following risk factors should be considered in
evaluating our business. We work to manage and mitigate these risks proactively, including through the use of an enterprise risk
management program. Nevertheless, the following risks, some of which may be beyond our control, could materially impact our
businesses, our brand and reputation, financial condition and results of operations and may cause future results to be materially
different than our current expectations:
Our revenue and profitability could be adversely affected by changes in postal regulations and processes.
The majority of our revenue is directly or indirectly subject to regulation and oversight by postal authorities worldwide. We depend
on a healthy postal sector in the geographic markets where we do business, which could be influenced positively or negatively by
legislative or regulatory changes in those countries. Our profitability and revenue in a particular country could be affected by adverse
changes in postal regulations, the business processes and practices of individual posts, the decision of a post to enter into particular
markets in direct competition with us, and the impact of any of these changes on postal competitors that do not use our products or
services. These changes could affect product specifications, service offerings, customer behavior and the overall mailing industry.
An accelerated decline in physical mail volumes could have an increasingly adverse effect on our revenues and profitability as we
transition to more digital offerings and other services.
An accelerated decline in physical mail volumes could adversely affect our business. An accelerated or sudden decline in physical
mail volumes could result from, among other things, changes in our customers’ communication behavior, including changes in
communications technologies; government actions such as executive orders, legislation or regulations that mandate electronic
substitution, prohibit certain types of mailings, increase the difficulty of using information or materials in the mail, or impose higher
taxes or fees on mailing or postal services; and unexpected events such as the transmission of biological or chemical agents, or acts of
terrorism
Customer usage of postal services to send physical mail continues to decline and has had an adverse effect on our revenues and
profitability. We do not expect total mail volumes to rebound to prior peak levels. Factors underlying this trend include, among other
things, increasing familiarity and comfort with the Internet, expansion of mobile internet access and the growing trend by businesses
to incent or require their customers to use alternatives to mail for payments and statement presentment. We have introduced various
product and service offerings as alternatives to physical mail; however, there is no guarantee that these product and services offerings
will be widely accepted in the marketplace; and if accepted, they will face competition from existing and emerging alternative
products and services.
We depend on third-party suppliers and outsource providers and our business could be adversely affected if we fail to manage these
constituents effectively.
We depend on third-party suppliers and outsource providers for a variety of components, supplies and a large portion of our product
manufacturing and we outsource a number of our non-core functions and operations. In certain instances, we rely on single sourced or
limited sourced suppliers and outsourcing vendors around the world because the relationship is advantageous due to quality, price, or
lack of alternative sources. If production was interrupted and we were not able to find alternate third-party suppliers, we could
experience disruptions in manufacturing and operations including product shortages, higher freight costs and re-engineering costs. If
outsourcing services are interrupted or not performed or the performance is poor, this could impact our ability to process, record and
report transactions with our customers and other constituents. Such interruptions in the provision of supplies and/or services could
result in our inability to meet customer demand, damage our reputation and customer relationships and adversely affect our business.
Market deteriorations and credit downgrades could adversely affect our cost of funds and related margins, liquidity, competitive
position and access to capital markets.
We provide financing services to our customers for equipment, postage, and supplies. Our ability to provide these services is largely
dependent upon our continued access to the U.S. capital markets. An additional source of liquidity consists of deposits held in our
wholly owned industrial loan corporation, The Pitney Bowes Bank (the Bank). A significant credit ratings downgrade, material
capital market disruptions, significant withdrawals by depositors at the Bank, or adverse changes to our industrial loan charter could
impact our ability to maintain adequate liquidity and impact our ability to provide competitive offerings to our customers.
5
We have a commercial paper program that is an important source of liquidity for us. While we continue to have unencumbered access
to the commercial paper markets, there can be no assurance that such markets will continue to be a reliable source of short-term
financing for us. If market conditions deteriorate, there can be no assurance that other funding sources would be available or
sufficient, and those funding sources that may be available could result in a significantly higher cost of borrowing and adversely
impact our results of operations.
Failure to comply with privacy laws and other related regulations could subject us to significant liability and damage our reputation.
Several of our services and financing businesses use, process and store customer information that could include confidential, personal
or financial information. We also provide third-party benefits administrators with access to our employees’ personal information.
Privacy laws and similar regulations in many jurisdictions where we do business, as well as contractual provisions, require that we and
our benefits administrators take significant steps to safeguard this information. These laws are continuing to evolve. We, and our
third-party benefits administrators, have security systems and procedures in place that are designed to protect against unauthorized
access to such information; however, there is no guarantee that experienced computer programmers or hackers will not be able to gain
access to ours, our third-party benefits administrators, security systems and misappropriate confidential information. Any significant
violations of data privacy or failure to comply with any of these laws, regulations or contract provisions could damage our reputation
and business and subject us to significant remediation costs and/or liability.
A disruption of our information technology systems could adversely impact our operating results.
Our portfolio of product, service and financing solutions is dependent on reliable information technology systems. We maintain
secure systems to collect revenue for certain postal services, which is critical to enable both our systems and the postal systems to run
reliably. The continuous and uninterrupted performance of our systems is critical to our ability to support and service our customers
and to support postal services. We have disaster recovery plans in place to protect our business operations in the case of adverse acts
of nature, security breaches, power or communications failures, computer viruses, vandalism and other unexpected events. Despite
our preparations, our disaster recovery plans may not be completely successful and we could be prevented from fulfilling orders and
servicing customers and postal services, which could have an adverse effect on our reputation and business.
Our inability to obtain and protect our intellectual property and defend against claims of infringement by others may negatively
impact our operating results.
We do not believe our businesses are materially dependent on any one patent or license or group of patents or licenses. However, we
rely on copyright, trade secret, patent and other intellectual property laws in the United States and similar laws in other countries to
establish and protect proprietary rights that are important to our business. If we fail to enforce our intellectual property rights, our
businesses may suffer. We, or our suppliers, may be subject to third-party claims of infringement on intellectual property rights.
These claims, if successful, may require us to redesign affected products, enter into costly settlement or license agreements, pay
damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our products.
If we fail to comply with government contracting regulations, our operating results, brand name and reputation could suffer.
Many of our contracts are with governmental entities. Government contracts are subject to extensive and complex government
procurement laws and regulations, along with regular audits of contract pricing and our business practices by government agencies. If
we are found to have violated some provisions of the government contracts, we could be required to provide a refund, pay significant
damages, or be subject to contract cancellation, civil or criminal penalties, fines, or debarment from doing business with the
government. Any of these events could not only affect us financially but also adversely affect our brand and reputation.
ITEM 1B. – UNRESOLVED STAFF COMMENTS
None.
ITEM 2. – PROPERTIES
Our world headquarters is located in Stamford, Connecticut. We have facilities worldwide that are either leased or owned. Our
primary manufacturing and assembly operations are located in Danbury, Connecticut and our principal research and development
facilities are located in Danbury, Connecticut and Noida, India. We believe that our manufacturing and assembly, administrative and
sales office locations are adequate for the needs of all of our operations.
6
ITEM 3. – LEGAL PROCEEDINGS
Legal Proceedings
In the ordinary course of business, we are routinely defendants in, or party to a number of pending and threatened legal actions. These
may involve litigation by or against us relating to, among other things, contractual rights under vendor, insurance or other contracts;
intellectual property or patent rights; equipment, service, payment or other disputes with customers; or disputes with employees.
Some of these actions may be brought as a purported class action on behalf of a purported class of employees, customers or others.
Our wholly owned subsidiary, Imagitas, Inc., is a defendant in several purported class actions initially filed in six different states.
These lawsuits have been coordinated in the United States District Court for the Middle District of Florida, In re: Imagitas, Driver’s
Privacy Protection Act Litigation (Coordinated, May 28, 2007). Each of these lawsuits alleges that the Imagitas DriverSource
program violated the federal Drivers Privacy Protection Act (DPPA). Under the DriverSource program, Imagitas entered into
contracts with state governments to mail out automobile registration renewal materials along with third party advertisements, without
revealing the personal information of any state resident to any advertiser. The DriverSource program assisted the state in performing
its governmental function of delivering these mailings and funding the costs of them. The plaintiffs in these actions were seeking
statutory damages under the DPPA. On December 21, 2009, the Eleventh Circuit Court affirmed the District Court’s summary
judgment decision in Rine, et al. v. Imagitas, Inc. (United States District Court, Middle District of Florida, filed August 1, 2006)
which ruled in Imagitas’ favor and dismissed that litigation. That decision is now final, with no further appeals available. With
respect to the remaining state cases, on December 30, 2011, the District Court ruled in Imagitas’ favor and dismissed the litigation.
Plaintiff has filed a notice of appeal to the Court of Appeals for the Eleventh Circuit. Based upon our current understanding of the
facts and applicable laws, we do not believe there is a reasonable possibility that any loss has been incurred.
On October 28, 2009, the Company and certain of its current and former officers were named as defendants in NECA-IBEW Health &
Welfare Fund v. Pitney Bowes Inc. et al., a class action lawsuit filed in the U.S. District Court for the District of Connecticut. The
complaint asserts claims under the Securities Exchange Act of 1934 on behalf of those who purchased the common stock of the
Company during the period between July 30, 2007 and October 29, 2007 alleging that the Company, in essence, missed two financial
projections. Plaintiffs filed an amended complaint on September 20, 2010. After briefing on the motion to dismiss was completed,
the plaintiffs filed a new amended complaint on February 17, 2012. We intend to move to dismiss this new amended complaint.
Based upon our current understanding of the facts and applicable laws, we do not believe there is a reasonable possibility that any loss
has been incurred.
We expect to prevail in the legal actions above; however, as litigation is inherently unpredictable, there can be no assurance in this
regard. If the plaintiffs do prevail, the results may have a material effect on our financial position, future results of operations or cash
flows, including, for example, our ability to offer certain types of goods or services in the future.
ITEM 4. – MINE SAFETY DISCLOSURES
Not applicable
7
PART II
ITEM 5. – MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded under the symbol “PBI” and is principally traded on the New York Stock Exchange (NYSE). Our stock
is also traded on the Boston, Chicago, Philadelphia, Pacific and Cincinnati stock exchanges. At January 31, 2012, we had 21,270
common stockholders of record. The following table sets forth the high and low sales prices, as reported on the NYSE, and the cash
dividends paid per share of common stock, for the periods indicated.
Stock Price
High
Low
Dividend
Per Share
For the year ended December 31, 2011
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
For the year ended December 31, 2010
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
$
$
$
$
26.15
26.36
23.47
21.20
24.76
26.00
25.00
24.79
$
$
$
$
$
$
$
$
23.46
22.05
18.00
17.33
20.80
21.28
19.06
21.19
$
$
$
$
0.37
0.37
0.37
0.37
1.48
0.365
0.365
0.365
0.365
1.46
In February 2012, our Board of Directors authorized the payment of a cash dividend of $0.375 per share for the first quarter. There
are no material restrictions on our ability to declare dividends and we expect to continue to pay quarterly cash dividends.
See Equity Compensation Plan Information Table in Item 12 of this Form 10-K for information regarding securities for issuance under
our equity compensation plans.
Share Repurchases
We periodically repurchase shares of our common stock to manage the dilution created by shares issued under employee stock plans
and for other purposes in the open market. During 2011, we repurchased 4,692,200 shares of our common stock at a total cost of $100
million. At December 31, 2011, we have remaining authorization to repurchase up to $50 million of our common stock. There were
no share repurchases during the fourth quarter.
8
Stock Performance Graph
The accompanying graph compares the most recent five-year share performance of Pitney Bowes, the Standard and Poor’s (“S&P”)
500 Composite Index and a Peer Group Index.
The Peer Group Index is comprised of the following companies: Automatic Data Processing, Inc., Diebold, Inc., R.R. Donnelley &
Sons Co., DST Systems, Inc., FedEx Corporation, Hewlett-Packard Company, Lexmark International, Inc., Pitney Bowes Inc., United
Parcel Service, Inc., and Xerox Corporation.
Total return for the S&P 500 Composite Index and the Peer Group is based on market capitalization, weighted for each year.
All information is based upon data independently provided to us by Standard & Poor’s Corporation and is derived from their official
total return calculation. The graph and table below show that on a total return basis, assuming reinvestment of all dividends, $100
invested in the Company’s common stock, the S&P 500 Composite Index and the Peer Group on December 31, 2006 would have been
worth $53, $99 and $85, respectively, on December 31, 2011.
Comparison of Cumulative Five Year Total Return To Shareholders
$120
$100
$80
$60
$40
$20
$0
2006
Pitney Bowes
S&P 500
Peer Group
2007
2008
2009
2010
2011
Company Name / Index
Pitney Bowes
S&P 500
Peer Group
2006
2007
2008
2009
2010
2011
$100
$100
$100
$85
$105
$104
$59
$66
$77
$57
$84
$97
$64
$97
$99
$53
$99
$85
Indexed Returns
December 31,
9
ITEM 6. – SELECTED FINANCIAL DATA
The following table of selected financial data should be read in conjunction with the more detailed consolidated financial statements
and related notes thereto included under Item 8 of this Form 10-K.
Summary of Selected Financial Data
(Dollars in thousands, except per share amounts)
Total revenue
2011
5,277,974
$
Amounts attributable to common stockholders:
Income from continuing operations
Gain (loss) from discontinued operations
Net income
$
$
351,321
266,159
617,480
Basic earnings per share attributable to common stockholders (1)
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
1.74
1.32
3.06
$
$
$
$
$
$
$
Diluted earnings per share attributable to common stockholders (1)
Continuing operations
$
Discontinued operations
Net income - Pitney Bowes Inc.
1.73
1.31
3.05
$
$
$
Cash dividends paid per share of
common stock
Balance sheet
Total assets
Long-term debt
Total debt
Noncontrolling interests (Preferred
stockholders' equity in subsidiaries)
$
$
$
$
$
1.48
8,147,104
3,683,909
4,233,909
296,370
$
$
$
$
$
2010
5,425,254
Years ended December 31,
2009
5,569,171
$
$
2008
6,262,305
310,483
(18,104)
292,379
1.51
(0.09)
1.42
1.50
(0.09)
1.41
1.46
8,444,023
4,239,248
4,289,248
296,370
$
$
$
$
$
$
$
$
$
$
$
431,554
(8,109)
423,445
$
$
447,493
(27,700)
419,793
2.09
(0.04)
2.05
$
$
2.08
(0.04)
2.04
$
$
2.15
(0.13)
2.01
2.13
(0.13)
2.00
1.44
$
1.40
8,571,039
4,213,640
4,439,662
$
$
$
8,810,236
3,934,865
4,705,366
296,370
$
374,165
2007
6,129,795
361,247
5,534
366,781
1.65
0.03
1.68
1.63
0.03
1.66
1.32
9,465,731
3,802,075
4,755,842
384,165
$
$
$
$
$
$
$
$
$
$
$
$
(1) The sum of earnings per share may not equal the totals due to rounding.
10
ITEM 7. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward-Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are
forward-looking. We want to caution readers that any forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in this Form 10-K may change based on various factors. These
forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual
results could differ materially. Words such as “estimate”, “target”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, and
similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause future
financial performance to differ materially from the expectations as expressed in any forward-looking statement made by or on our
behalf include, without limitation:
timely development and acceptance of new products
success in gaining product approval in new markets where regulatory approval is required
successful entry into new markets
changes in postal or banking regulations
declining physical mail volumes
impact on mail volume resulting from current concerns over the use of the mail for transmitting harmful biological agents
•
•
•
•
•
•
• mailers’ utilization of alternative means of communication or competitors’ products
•
•
•
•
•
•
•
•
•
•
•
•
•
our success at managing costs associated with our strategy of outsourcing functions and operations not central to our business
our success at managing customer credit risk
third-party suppliers’ ability to provide product components, assemblies or inventories
negative developments in economic conditions, including adverse impacts on customer demand
changes in international or national political conditions, including any terrorist attacks
interrupted use of key information systems
intellectual property infringement claims
changes in privacy laws
significant increases in pension, health care and retiree medical costs
changes in interest rates and foreign currency fluctuations
regulatory approvals and satisfaction of other conditions to consummate and integrate any acquisitions
income tax adjustments or other regulatory levies for prior audit years and changes in tax laws or regulations
acts of nature
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
Consolidated Financial Statements contained in this report.
Overview
In 2011, revenue decreased 3% to $5,278 million compared to the prior year. Foreign currency translation had a 2% favorable impact
on revenue. Excluding the effects of foreign currency translation, the decrease in overall revenue was caused by lower equipment
sales (6%), supplies revenue (5%), rental and financing revenue (7%) and services revenue (4%). Software revenue increased 6%
compared to the prior year.
Net income from continuing operations attributable to common stockholders was $351 million, or $1.73 per diluted share for 2011
compared to $310 million or $1.50 per diluted share for 2010. These results include the following items:
•
In February 2011, our largest mail presort facility located in Dallas, Texas was destroyed by a fire and we were unable to
process customer mail at full capacity for a significant part of the year. We estimate that lost revenue from the fire was
approximately $20 million. Through December 31, 2011, we received $42 million of insurance proceeds, which primarily
relates to the reimbursement of lost revenue, replacement cost of equipment and additional expenses incurred as a result of
the fire. We recognized $27 million of insurance recoveries in other income. The new Dallas presort facility has now
reached operational efficiency comparable to the previous facility;
• Due to the continuing underperformance and long-term outlook of the International Mailing Services operations (IMS) of our
Mail Services segment, we recorded aggregate pre-tax goodwill and intangible asset impairment charges of $46 million and
$12 million, respectively;
11
• Further, based on the results of our annual goodwill impairment review process, we recorded additional pre-tax goodwill and
intangible asset impairment charges of $84 million and $5 million, respectively related to the international operations of our
Management Services segment (PBMSi);
•
In September 2011, we completed a sale of non-U.S. leveraged lease assets resulting in cash proceeds of $102 million and an
after-tax gain of $27 million.
During the year, we entered into a series of settlements with the IRS in connection with its examinations of our tax years 2001-2008
under which we agreed upon both the tax treatment of a number of disputed issues, including issues related to our Capital Services
business that was sold in 2006, and revised tax calculations. As a result of these settlements, we recognized tax benefits of $90
million in income from continuing operations and $264 million in discontinued operations. Our additional liability for tax and interest
arising from the 2001-2008 IRS examinations was approximately $400 million, which was previously paid through the purchase of tax
bonds.
We generated $920 million in cash from operations, which was used primarily to reduce debt by $50 million, repurchase $100 million
of our common stock, pay $300 million of dividends to our common stockholders and fund capital investments of $156 million.
Net income attributable to Pitney Bowes was $617 million, or $3.05 per diluted share and included $266 million, or $1.31 per diluted
share from discontinued operations.
Outlook
The worldwide economy and business environment continued to be uncertain during 2011 and we believe it will continue to be
uncertain in 2012. We anticipate physical mail volumes will continue their gradual decline as alternative means of communications
evolve and gain further acceptance. As a result, Small and Medium Business Solutions (SMB) revenue growth should continue to be
challenged. We anticipate a gradual improvement in equipment sales in 2012 due, in part, to sales of Connect+TM communications
systems, but a recovery in SMB revenues will lag any recovery in equipment sales. We anticipate revenue growth from increased
demand for multi-year software licensing agreements, increased placements of production print equipment and continued expansion in
Mail Services operations will help offset the anticipated decline in SMB revenues.
We will continue our focus on streamlining our business operations and creating more flexibility in our cost structure. Our growth
strategies will focus on leveraging our expertise in physical communications with our expanding capabilities in digital and hybrid
communications. We will continue to develop and invest in products, software, services and solutions that help customers grow their
business by more effectively managing their physical and digital communications with their customers. Over time, we expect our mix
of revenue to change, with a greater percentage of revenue coming from enterprise related products and solutions. We also expect to
roll out other digitally-based products and services but do not expect them to have a significant impact on our revenues for 2012.
12
RESULTS OF OPERATIONS - 2011 Compared to 2010
Business segment results
We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions
(SMB Solutions) and Enterprise Business Solutions (EB Solutions). The following table shows revenue and EBIT for each segment in
2011 and 2010. Segment EBIT, a non-GAAP measure, is determined by deducting from segment revenue the related costs and
expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses not allocated to a particular
business segment, restructuring charges, asset impairments, and goodwill charges, which are recognized on a consolidated basis.
Management uses segment EBIT to measure profitability and performance at the segment level. Segment EBIT may not be indicative
of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations.
Refer to Note 18 to the Consolidated Financial Statements for a reconciliation of segment EBIT to income from continuing operations
before income taxes. All table amounts are presented in millions of dollars, unless otherwise stated. Amounts in the tables below may
not sum to the total due to rounding.
2011
Revenue
2010
$
North America Mailing $
International Mailing
SMB Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
EB Solutions
1,961
707
2,669
544
407
949
567
142
2,609
2,101
675
2,775
561
375
999
573
142
2,650
% change
(7)%
5 %
(4)%
$
(3)%
9 %
(5)%
(1)%
-%
(2)%
2011
EBIT
2010
$
728
99
827
33
38
76
88
26
261
755
79
834
61
40
93
63
26
283
% change
(4)%
25 %
(1)%
(47)%
(5)%
(18)%
39 %
-%
(8)%
Total
$
5,278
$
5,425
(3)%
$
1,088
$
1,117
(3)%
Small & Medium Business Solutions
Small & Medium Business Solutions revenue decreased 4% to $2,669 million and EBIT decreased 1% to $827 million, compared to
the prior year. Foreign currency translation had a favorable impact of 2% on revenue. Within the Small & Medium Business
Solutions group:
North America Mailing revenue decreased 7% to $1,961 million and EBIT decreased 4% to $728 million, compared to the prior year.
Foreign currency translation had a less than 1% favorable impact on revenue. Excluding the effects of foreign currency, equipment
sales declined 7% as increased concerns about economic conditions resulted in customers delaying purchases of new equipment and
extending leases of existing equipment. Lease extensions are profitable transactions but generate less revenue in the current period
than new equipment sales. The lagging effects of lower equipment sales in prior periods, fewer meter placements and declining mail
volumes contributed to declines in financing revenue (8%), rental revenue (7%), supplies revenue (8%) and service revenue (4%).
The decrease in EBIT was primarily due to lower revenues; however, EBIT margin improved as a result of continued productivity
improvements and lower credit losses.
International Mailing revenue increased 5% to $707 million compared to the prior year, but included a favorable impact of 6% from
foreign currency translation. Excluding the effects of foreign currency, the underlying decrease was primarily due to lower equipment
sales in the U.K., Germany, the Asia Pacific region and Latin America due to increased concerns about economic conditions
throughout the regions. EBIT increased 25% to $99 million compared to the prior year due to continued productivity improvements.
Foreign currency translation favorably impacted EBIT by 5%.
Enterprise Business Solutions
Enterprise Business Solutions revenue decreased 2% to $2,609 million and EBIT decreased 8% to $261 million, compared to the prior
year. Foreign currency translation had a favorable impact of 1% on revenue. Within the Enterprise Business Solutions group:
Production Mail revenue decreased 3% to $544 million compared to the prior year. Foreign currency translation had a positive impact
of 2%. Excluding the effects of foreign currency, equipment sales decreased 11% as many enterprise accounts worldwide, especially
13
in Europe, delayed capital investment commitments. EBIT decreased 47% to $33 million compared to last year due to lower revenue
and the expenses incurred in the development of VollyTM, our secure digital mail delivery service.
Software revenue increased 9% to $407 million compared to the prior year. Foreign currency translation had a 3% favorable impact
on revenue and prior year acquisitions accounted for 3% of the increase. The remaining increase was primarily due to higher licensing
revenue in most regions, particularly North America and Asia Pacific. We continue to enter into multi-year software licensing
agreements, which will provide improved recurring revenue streams in future periods. EBIT decreased 5% to $38 million compared
to last year due to higher selling costs as a percentage of revenue. Foreign currency had a favorable impact of 7% on EBIT.
Management Services revenue decreased 5% to $949 million compared to the prior year. Foreign currency translation had a positive
impact of 1%. EBIT decreased 18% to $76 million compared to the prior year. The decrease in revenue and EBIT was primarily due
to account contractions and terminations in the U.S. last year and pricing pressure on new business and contract renewals.
Mail Services revenue decreased 1% to $567 million compared to the prior year primarily due to a reduction in cross-border mail and
package shipments. EBIT increased 39% to $88 million compared to the prior year. EBIT in 2011 includes a benefit of $7 million
related to the Dallas mail presort facility fire from the insurance recoveries of $27 million recognized in other income net of the lost
revenue of approximately $20 million. We expect higher depreciation costs in future years related to the new equipment. The 2010
results include a one-time out of period adjustment that reduced revenue by $21 million and EBIT by $16 million. Excluding the
impacts of these items, EBIT increased 2%.
Marketing Services revenue of $142 million and EBIT of $26 million was flat compared to the prior year.
Revenue and Cost of revenue by source
The following tables show revenue and cost of revenue by source for the years ended December 31, 2011 and 2010:
Revenue by source
Equipment sales
Supplies
Software
Rentals
Financing
Support services
Business services
Total revenue
Cost of revenue by source
Cost of equipment sales
Cost of supplies
Cost of software
Cost of rentals
Financing interest expense
Cost of support services
Cost of business services
Total cost of revenue
2011
2010
986
308
427
564
603
707
1,684
5,278
$
$
1,023
318
390
601
638
712
1,744
5,425
% change
(4)%
(3)%
9 %
(6)%
(6)%
(1)%
(3)%
(3)%
2011
2010
449
97
99
125
88
453
1,304
2,615
$
$
469
97
93
141
88
452
1,337
2,678
Percentage of Revenue
2010
2011
45.6%
31.6%
23.2%
22.2%
14.5%
64.1%
77.4%
49.6%
45.9%
30.5%
23.9%
23.6%
13.8%
63.5%
76.7%
49.4%
$
$
$
$
Equipment sales
Equipment sales revenue decreased 4% to $986 million compared to the prior year. Foreign currency translation had a positive impact
of 2%. Equipment sales continue to be impacted by many customers delaying capital investment commitments and extending leases
of existing equipment. Cost of equipment sales as a percentage of revenue improved to 45.6% compared with 45.9% in the prior year
due to the mix of higher margin product sales and lease extensions.
14
Supplies
Supplies revenue decreased 3% to $308 million compared to the prior year due to reduced mail volumes and fewer installed meters
worldwide. Foreign currency translation had a 2% favorable impact. Cost of supplies as a percentage of revenue was 31.6%
compared with 30.5% in the prior year primarily due to the mix of lower margin supply sales worldwide.
Software
Software revenue increased 9% to $427 million compared to the prior year, with prior year acquisitions and foreign currency
translation each contributing 3% of the increase. The remaining underlying increase of 3% was due to higher licensing revenue. Cost
of software as a percentage of revenue improved to 23.2% compared with 23.9% in the prior year due to the increase in high margin
licensing revenue.
Rentals
Rentals revenue decreased 6% to $564 million compared to the prior year as customers in the U.S. continue to downsize to smaller,
fully featured machines and fewer installed meters worldwide. Foreign currency translation had a 1% positive impact. Cost of rentals
as a percentage of revenue improved to 22.2% compared with 23.6% in the prior year primarily due to lower depreciation associated
with higher levels of lease extensions.
Financing
Financing revenue decreased 6% to $603 million compared to the prior year due to lower equipment sales in prior periods. Foreign
currency translation had a 1% positive impact. Financing interest expense as a percentage of revenue was 14.5% compared with
13.8% in the prior year due to higher overall effective interest rates. In computing financing interest expense, which represents the
cost of borrowing associated with the generation of financing revenues, we assume a 10:1 leveraging ratio of debt to equity and apply
our overall effective interest rate to the average outstanding finance receivables.
Support Services
Support services revenue decreased 1% to $707 million compared to the prior year driven by lower new equipment placements
worldwide. Foreign currency translation had a positive impact of 2%. Cost of support services as a percentage of revenue increased
to 64.1% compared with 63.5% in the prior year primarily due to due to an increase in installations of high-end integrated mailing
systems.
Business Services
Business services revenue decreased 3% to $1,684 million compared to the prior year primarily due to the loss of several large
contracts in 2010. Foreign currency translation had a 1% favorable impact. Cost of business services as a percentage of revenue
increased to 77.4% compared with 76.7% in the prior year primarily due to lower revenues, higher shipping costs in the International
Mail Services operations, and pricing pressure on new business and contract renewals.
Selling, general and administrative (SG&A)
SG&A expenses decreased $29 million; however, excluding the impacts of foreign currency translation and prior year acquisitions,
SG&A expenses decreased $72 million, or 4% primarily due to process improvements and cost saving initiatives. As a percentage of
revenue, SG&A expenses were 32.8% compared to 32.5% in the prior year.
Research and development
Research and development expenses decreased $8 million, or 5% from the prior year due to lower cost of offshore development, cost
reduction initiatives and a reduction in development work for Connect+TM.
Goodwill and intangible asset impairment
Aggregate goodwill and intangible asset impairment charges were $130 million and $17 million, respectively. The intangible asset
impairment charges are included in restructuring charges and asset impairments in the Consolidated Statements of Income. See
Critical Accounting Estimates in this MD&A and Note 1 to the Consolidated Financial Statements for further details.
Other income, net
Other income, net of $20 million reflects the $27 million of insurance reimbursements recognized in other income in connection with
claims associated with the fire at the Dallas presort mail facility and a pre-tax loss of $7 million on the sale of non-U.S. leveraged
lease assets.
Income taxes / effective tax rate
The effective tax rates for 2011 and 2010 were 10.8% and 38.5%, respectively. The effective tax rate for 2011 includes $90 million of
tax benefits arising from the IRS tax settlements, a $34 million tax benefit from the aforementioned sale of non-U.S. leveraged lease
assets and a $4 million charge from the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock
15
options and the vesting of restricted stock units previously granted to our employees. In addition, the effective tax rate for 2011 was
increased due to a reduced tax benefit associated with the goodwill impairment charges.
The effective tax rate for 2010 includes $16 million of tax benefits associated with previously unrecognized deferred taxes on outside
basis differences, a $15 million charge for the write-off of deferred tax assets associated with the expiration of out-of-the-money
vested stock options and the vesting of restricted stock units previously granted to our employees and a $9 million charge for the
write-off of deferred tax assets related to the U.S. health care reform legislation that eliminated the tax deduction for retiree health care
costs to the extent of federal subsidies received by companies that provide retiree prescription drug benefits equivalent to Medicare
Part D coverage.
Discontinued operations
See Note 2 to the Consolidated Financial Statements.
Preferred stock dividends of subsidiaries attributable to noncontrolling interests
See Note 10 to the Consolidated Financial Statements.
16
RESULTS OF OPERATIONS - 2010 Compared to 2009
Business segment results
The following table shows revenue and EBIT in 2010 and 2009 by business segment.
2010
Revenue
2009
$
North America Mailing $
International Mailing
SMB Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
EB Solutions
2,101
675
2,775
561
375
999
573
142
2,650
2,211
698
2,909
531
356
1,061
571
141
2,660
% change
(5)%
(3)%
(5)%
$
6 %
5 %
(6)%
-%
-%
-%
2010
EBIT
2009
$
755
79
834
61
40
93
63
26
283
770
99
869
52
34
72
88
23
268
% change
(2)%
(20)%
(4)%
18 %
18 %
28 %
(28)%
14 %
5 %
Total
$
5,425
$
5,569
(3)%
$
1,117
$
1,138
(2)%
Small & Medium Business Solutions
Small & Medium Business Solutions revenue decreased 5% to $2,775 million and EBIT decreased 4% to $834 million, compared to
the prior year. Within the Small & Medium Business Solutions group:
North America Mailing revenue decreased 5% to $2,101 million and EBIT decreased 2% to $755 million, compared to the prior year.
The revenue decrease was driven primarily by lower financing, rental, service and supplies revenues. The decrease in financing
revenue is due to a decline in our leasing portfolio from reduced equipment sales in recent years. Rental, supplies and service
revenues were lower than prior year due to fewer placements of new meters. Equipment sales and supplies revenue were lower than
prior year due to business consolidations, lease extensions and reduced volumes of mail processed. Lease extensions have a positive
impact on profit margins longer-term but negatively impact equipment sales revenue in the current year. Revenue was also adversely
affected by the ongoing changing mix to more fully featured smaller systems. Foreign currency translation had a 1% favorable impact
on revenue. The lower EBIT was due to the decline in higher margin financing, rental and supplies revenues, which more than offset
the 1% impact from a favorable adjustment related to certain leveraged lease transactions in Canada.
International Mailing revenue decreased 3% to $675 million compared to the prior year, including a favorable impact from foreign
currency translation of 1%. While equipment sales were up slightly in certain parts of Europe, this increase was offset by continued
declines in financing and rental revenues due to reduced equipment sales in recent years. EBIT decreased 20% to $79 million
compared to prior year primarily due to the lower revenue and shift to lower margin equipment and supplies sales.
Enterprise Business Solutions
Enterprise Business Solutions revenue was flat at $2,650 million and EBIT increased 5% to $283 million, compared to the prior year.
Within the Enterprise Business Solutions group:
Production Mail revenue increased 6% over the prior year to $561 million due to increased demand in the U.S. for inserting equipment
and our first installations of production print equipment. Demand for inserting equipment continued to experience a delayed recovery
in certain countries outside of North America as many large enterprises in these regions delayed capital expenditures due to economic
uncertainty. EBIT increased 18% to $61 million compared to last year due to the higher revenue and our initiatives to improve
productivity and consolidate administrative functions. Foreign currency translation had a 1% favorable impact on EBIT.
Software revenue increased 5% over last year to $375 million, driven by the acquisition of Portrait Software (4%) and the favorable
impact of foreign currency translation (1%). We continue to build more recurring revenue streams through multi-year licensing
agreements, which have the effect of deferring some revenue to future periods. EBIT increased 18% over last year to $40 million due
to business integration and productivity initiatives. EBIT was negatively impacted by transaction-related fees of approximately $2
million associated with the Portrait acquisition. Foreign currency translation had a less than 1% favorable impact on EBIT.
Management Services revenue decreased 6% compared to last year to $999 million due to the loss of several large postal contracts and
decreased print volumes. Despite the lower revenues, EBIT increased 28% over the prior year to $93 million primarily due to our
17
actions to align costs with changing volumes through a more variable cost infrastructure, ongoing productivity initiatives and a focus
on more profitable contracts. Foreign currency translation had a less than 1% impact on both revenue and EBIT.
Mail Services revenue was flat compared to last year at $573 million, while EBIT decreased 28% to $63 million. Mail Services
revenue and EBIT were adversely impacted by $21 million and $16 million, respectively, due to a one-time out of period adjustment
in the International Mail Services portion of the business primarily related to a correction to the rates used to estimate earned but
unbilled revenue for the periods 2007 through the first quarter of 2010. The impact of this adjustment was not material on any
individual quarter or year during these periods. Excluding the impact of this adjustment, revenue increased 4% over the prior year, but
EBIT decreased 11%. The revenue increase was driven partially by increased volumes of presort mail and Standard Class mail
processed and acquisitions (2%). The decrease in EBIT was driven by higher shipping rates charged by international carriers for our
International Mail Services business, which more than offset the favorable margin impacts in our Presort business.
Marketing Services revenue of $142 million was flat compared to the prior year. Revenue was impacted by increased vendor
advertising for Movers’ Source kits offset by a decline in household moves compared to prior year. EBIT increased 14% over last
year due to more profitable vendor revenue per transaction.
Revenues and cost of revenues by source
The following tables show revenues and costs of revenues by source for the years ended December 31, 2010 and 2009:
Revenue by source
Equipment sales
Supplies
Software
Rentals
Financing
Support services
Business services
Total revenue
Cost of revenue by source
Cost of equipment sales
Cost of supplies
Cost of software
Cost of rentals
Financing interest expense
Cost of support services
Cost of business services
Total cost of revenue
2010
2009
1,023
318
390
601
638
712
1,744
5,425
$
$
1,000
336
372
647
694
714
1,805
5,569
% change
2 %
(5)%
5 %
(7)%
(8)%
- %
(3)%
(3)%
2010
2009
469
97
93
141
88
452
1,337
2,678
$
$
450
94
88
159
98
467
1,382
2,738
Percentage of Revenue
2009
2010
45.9%
30.5%
23.9%
23.6%
13.8%
63.5%
76.7%
49.4%
45.0%
27.9%
23.7%
24.5%
14.1%
65.4%
76.6%
49.2%
$
$
$
$
Equipment sales
Equipment sales revenue increased 2% to $1,023 million compared to the prior year. Foreign currency translation had a positive
impact of 1%. The growth was primarily driven by higher sales of production mail equipment in the U.S. and higher equipment sales
in Canada and parts of Europe. Period revenue was adversely affected by lease extensions. Cost of equipment sales as a percentage
of revenue was 45.9% compared with 45.0% in the prior year, primarily due to the higher mix of lower margin production mail
equipment sales, which more than offset the positive impacts of higher levels of lease extensions and ongoing productivity
improvements.
Supplies
Supplies revenue decreased 5% to $318 million compared to the prior year due to lower supplies usage resulting from lower mail
volumes and fewer installed meters due to customer consolidations worldwide. Foreign currency translation had less than a 1%
favorable impact. Cost of supplies as a percentage of revenue was 30.5% compared with 27.9% in the prior year primarily due to the
increasing mix of lower margin non-compatible supplies sales worldwide.
18
Software
Software revenue increased 5% to $390 million compared to the prior year. The acquisition of Portrait accounted for 4% of the
increase and foreign currency translation accounted for 1% of the increase. Period revenue growth was also negatively impacted by
the shift to recurring revenue streams through multi-year licensing agreements. Cost of software as a percentage of revenue was
23.9% compared to 23.7% in the prior year.
Rentals
Rentals revenue decreased 7% to $601 million compared to the prior year as customers in the U.S. continue to downsize to smaller,
fully featured machines. The weak economic conditions have also impacted our international rental markets, specifically in France.
Foreign currency translation had less than a 1% positive impact. Cost of rentals as a percentage of revenue was 23.6% compared with
24.5% in the prior year. Rental margins have been positively impacted by lower depreciation associated with higher levels of lease
extensions.
Financing
Financing revenue decreased 8% to $638 million compared to the prior year as lower equipment sales in previous years have resulted
in a net decline in both our U.S. and international lease portfolios. Foreign currency translation had a 1% positive impact. Financing
interest expense as a percentage of revenue was 13.8% compared with 14.1% in the prior year due to lower interest rates and lower
average borrowings. In computing financing interest expense, we assume a 10:1 leveraging ratio of debt to equity and apply our
overall effective interest rate to the average outstanding finance receivables.
Support Services
Support services revenue of $712 million was flat compared to the prior year. Growth has been negatively impacted by lower
placements of mailing equipment, primarily in the U.S., U.K. and France. Foreign currency translation had a positive impact of 1%.
Cost of support services as a percentage of revenue improved to 63.5% compared with 65.4% in the prior year due to margin
improvements from our ongoing productivity investments in the U.S. and International Mailing and Production Mail businesses.
Business Services
Business services revenue decreased 3% to $1,744 million compared to the prior year primarily due to the loss of several large postal
contracts and print volumes at Management Services. Foreign currency translation had less than a 1% negative impact. Cost of
business services as a percentage of revenue was 76.7% compared with 76.6% in the prior year. Positive impacts of cost reduction
programs at our Management Services and Presort businesses were offset by higher shipping costs in International Mail Services.
Selling, general and administrative (SG&A)
SG&A expenses decreased $40 million, or 2% primarily as a result of our cost reduction initiatives. Businesses acquired in 2010
increased SG&A by $15 million and foreign currency translation had a less than 1% unfavorable impact. As a percentage of revenue,
SG&A expenses were 32.5% compared to 32.3% in the prior year.
Research and development
Research and development expenses decreased $26 million, or 14% from the prior year due to the wind-down of redundant costs
related to our transition to offshore development activities and the launch of the new Connect+TM mailing system. Foreign currency
translation had an unfavorable impact of 1%. As a percentage of revenue, research and development expenses were 2.9% compared to
3.3% in the prior year.
Income taxes / effective tax rate
The effective tax rates for 2010 and 2009 were 38.5% and 34.6%, respectively. The effective tax rate for 2010 included $16 million
of tax benefits associated with previously unrecognized deferred taxes on outside basis differences, a $15 million charge for the write-
off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock
units previously granted to our employees and a $9 million charge for the write-off of deferred tax assets related to the U.S. health
care reform legislation that eliminated the tax deduction for retiree health care costs to the extent of federal subsidies received by
companies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage.
The effective tax rate for 2009 included $13 million of tax charges related to the write-off of deferred tax assets associated with the
expiration of out-of-the-money vested stock options and the vesting of restricted stock, offset by $13 million of tax benefits from
retirement of intercompany obligations and the repricing of leveraged lease transactions.
Discontinued operations
See Note 2 to the Consolidated Financial Statements.
19
Preferred stock dividends of subsidiaries attributable to noncontrolling interests
See Note 10 to the Consolidated Financial Statements for further discussion.
Restructuring Charges and Asset Impairments
Restructuring charges and asset impairments were $148 million, $182 million and $49 million for the years ended December 31, 2011,
2010 and 2009, respectively. See Note 14 to the Consolidated Financial Statements for further discussion.
In 2009, we announced that we were undertaking a series of strategic transformation initiatives designed to transform and enhance the
way we operate as a global company (the 2009 Program). The program aims to enhance our responsiveness to changing market
conditions and create improved processes and systems to further enable us to invest in future growth in areas such as our global
customer interactions and product development processes. Total pre-tax costs for this program were approximately $385 million. At
the end of 2011, the 2009 Program is substantially completed and annualized run-rate net benefits of this program are projected to be
approximately $300 million in 2012. We do not anticipate any further significant charges under this program. Most of the costs were
cash-related charges. The majority of the remaining restructuring payments are expected to be paid over the next 12 – 24 months.
Due to certain international labor laws and long-term lease agreements, some payments will extend beyond 24 months. We expect
that cash flows from operations will be sufficient to fund these payments.
LIQUIDITY AND CAPITAL RESOURCES
We believe that cash flow from operations, existing cash and investments, as well as borrowing capacity under our commercial paper
program should be sufficient to support our business operations, interest and dividend payments, share repurchases, capital
expenditures, and to cover customer deposits. We have the ability to supplement this short-term liquidity, if necessary, and fund the
long-term needs of our business through broad access to capital markets, a credit line facility, and our effective shelf registration
statement. At December 31, 2011, cash and cash equivalents and short-term investments on hand were $869 million.
Cash and cash equivalents held by our foreign subsidiaries are generally used to support the liquidity needs of these subsidiaries.
Most of these amounts could be repatriated to the United States but would be subject to additional taxes. Repatriation of some foreign
balances is restricted by local laws. It is our intention to permanently reinvest substantially all of these funds in our foreign
operations. Cash and cash equivalents held by our foreign subsidiaries at December 31, 2011 and 2010 were $538 million and $166
million, respectively.
We continuously review our liquidity profile through published credit ratings and the credit default swap market. We monitor the
creditworthiness of those banks acting as derivative counterparties, depository banks or credit providers. There has not been a
material variation in the underlying sources of cash flows currently used to finance the operations of the Company. To date, we have
had consistent access to the commercial paper market.
Cash Flow Summary
The change in cash and cash equivalents is as follows:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash
Increase in cash and cash equivalents
2011
2010
2009
$
$
920
(89)
(455)
(5)
372
$
$
952
(301)
(580)
1
72
$
$
824
(172)
(626)
10
36
2011 Cash Flows
Net cash provided by operating activities consists primarily of net income adjusted for non-cash items and changes in operating assets
and liabilities. A decrease in finance receivables contributed $190 million of cash as cash collections exceeded the financing of new
business and a decrease in accounts receivables contributed $59 million in cash primarily due to improved cash collections in excess
of new billings. The decrease in current and non-current income taxes of $258 million includes the tax benefits recognized in
connection with the 2001-2008 IRS tax settlements. Cash flow from operations also includes a special contribution to our U.S.
pension plan of $123 million and restructuring payments of $107 million.
Net cash used in investing activities consisted of capital expenditures of $156 million for property, plant and equipment and rental
equipment and related inventories and the net purchase of investment securities of $68 million partially offset by the proceeds from
the sale of non-U.S. leveraged lease assets of $102 million.
20
Net cash used in financing activities consisted primarily of dividends paid to common stockholders of $300 million, a net decrease in
commercial paper borrowings of $50 million and the repurchase of $100 million of our common stock.
2010 Cash Flows
Net cash provided by operating activities included $180 million and $43 million from decreases in finance receivables and accounts
receivables, respectively. Finance receivables declined as strong cash collections exceed the financing of new business and equipment
sales have declined. Accounts receivables declined primarily due to strong cash collections in excess of new billings. Cash flow also
benefited from the proceeds of $32 million from the unwinding of interest rate swaps and by $29 million due to the timing of
payments of accounts payable and accrued liabilities. Partially offsetting these benefits were restructuring payments of $120 million
and an increase in inventory of $12 million.
Net cash used in investing activities consisted primarily of the net purchase of investment securities of $122 million, capital
expenditures of $120 million for property, plant and equipment and rental equipment and related inventories and acquisitions of $78
million.
Net cash used in financing activities primarily included a net decrease in commercial paper borrowings of $171 million, stock
repurchases of $100 million and dividends paid to common stockholders of $302 million.
2009 Cash Flows
Net cash flow provided by operating activities included $207 million and $84 million from decreases in finance receivables and
accounts receivables, respectively, primarily due to lower sales volumes, and an increase in current and non-current income taxes of
$80 million due to the timing of tax payments. These cash inflows were partially offset by a reduction in accounts payable and
accrued liabilities of $127 million, primarily due to timing of payments, voluntary pension plan contributions of $125 million and
restructuring payments of $105 million.
Net cash used in investing activities consisted primarily of capital expenditures of $167 million for property, plant and equipment and
rental equipment and related inventories.
Net cash used in financing activities consisted primarily of dividends paid to common stockholders of $298 million, a net reduction in
debt of $242 million, and a net cash outflow associated with the issuance and redemption of preferred stock issued by a subsidiary of
$79 million.
Financings and Capitalization
We are a Well-Known Seasoned Issuer with the SEC, which allows us to issue debt securities, preferred stock, preference stock,
common stock, purchase contracts, depositary shares, warrants and units in an expedited fashion. We have a commercial paper
program that is an important source of liquidity for us and a committed line of credit of $1.25 billion to support our commercial paper
issuances. The line of credit expires in 2013. We have not experienced any problems to date in accessing the commercial paper
market. As of December 31, 2011, we have not drawn upon the line of credit.
During the year, we entered into two interest rate swap agreements with an aggregate notional value of $450 million to effectively
convert the fixed rate interest payments on our $450 million 4.875% notes due in 2014 into variable rates. Under the terms of these
agreements, we pay a weighted-average variable rate based on three-month LIBOR plus 305 basis points and receive fixed rate
payments of 4.875%.
In 2010, we unwound two interest rate swaps that effectively converted the fixed rate payments on the $250 million 5.6% notes due in
2018 into variable rates, and received $32 million, excluding accrued interest. This amount is being recognized as a reduction in
interest expense over the remaining term of the notes. The transaction was not undertaken for liquidity purposes, but rather to fix our
effective interest rate at 3.7% for the remaining term of the notes.
During the fourth quarter of 2012, $550 million of long-term debt is scheduled to mature. We are currently evaluating available
options, including using available cash to repay some of this debt. We may also refinance some or all of this amount with short-term
borrowings under our commercial paper program or through the issuance of long-term debt.
At December 31, 2011, there was no outstanding commercial paper. During the year, commercial paper borrowings averaged $138
million at a weighted-average interest rate of 0.22% and the maximum amount of commercial paper outstanding at any point in time
was $450 million. In 2010, commercial paper borrowings averaged $347 million at a weighted-average interest rate of 0.23% and the
maximum amount of commercial paper outstanding at any point in time was $552 million.
In January 2012, we contributed $85 million to our U.S. pension plan and $10 million to our foreign pension plans. We anticipate
making additional contributions of approximately $15 million and $20 million to our U.S. and foreign pension plans, respectively
during 2012. We will reassess our funding alternatives as the year progresses.
21
In February 2012, we signed an agreement to sell certain leveraged lease assets to the lessee for $105 million. We expect to recognize
an after-tax gain, which will be finalized in the first quarter of 2012.
Contractual Obligations and Off-Balance Sheet Arrangements
The following summarizes our known contractual obligations and off-balance sheet arrangements at December 31, 2011 and the effect
that such obligations are expected to have on our liquidity and cash flow in future periods:
Long-term debt
Interest payments on debt (1)
Non-cancelable operating lease obligations
Capital lease obligations
Purchase obligations (2)
Other non-current liabilities (3)
Total
$
$
Payments due by period
Total
4,175
1,392
259
6
271
738
6,841
$
$
Less than
1 year
1-3 years
3-5 years
More than
5 years
550
189
92
3
197
-
1,031
$
$
825
330
103
3
64
120
1,445
$
$
900
239
42
-
10
50
1,241
$
$
1,900
634
22
-
-
568
3,124
The amount and period of future payments related to our income tax uncertainties cannot be reliably estimated and are not included in
the above table. See Note 9 to the Consolidated Financial Statements for further details.
(1) Interest payments on debt includes interest on our $500 million 5.25% notes due in 2037. This note contains an option that gives
bondholders the right to redeem the notes, in whole or in part, at par plus accrued interest, in January 2017. If all $500 million of
the notes are redeemed, interest payments in the more than five years column would be $525 million lower than the amount
shown in the table above.
(2) Purchase obligations include unrecorded agreements to purchase goods or services that are enforceable and legally binding upon
us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price
provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without
penalty.
(3) Other non-current liabilities relate primarily to our postretirement benefits. See Note 19 to the Consolidated Financial Statements.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets
and liabilities. These estimates and assumptions are based on management’s best knowledge of current events, historical experience,
and other information available when the financial statements are prepared.
The accounting policies below have been identified by management as those accounting policies that are critical to our business
operations and to the understanding of our results of operations. Management believes that the estimates and assumptions used in the
accounting policies below are reasonable and appropriate based on the information available at the time the financial statements were
prepared; however, actual results could differ from those estimates and assumptions. See Note 1 to the Consolidated Financial
Statements for a summary of our accounting policies.
Revenue recognition
Multiple element and internal financing arrangements
We derive our revenue from multiple sources including sales, rentals, financing and services. Certain of our transactions are
consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these
transactions involves a sale of non-cancelable lease of equipment, a meter rental and an equipment maintenance agreement. As a
result, we are required to determine whether the deliverables in a multiple element arrangement should be treated as separate units of
accounting for revenue recognition purposes, and if so, how the price should be allocated among the delivered elements and when to
recognize revenue for each element.
In multiple element arrangements, revenue is recognized for each of the elements based on their respective fair values. We recognize
revenue for delivered elements only when the fair values of undelivered elements are known and uncertainties regarding customer
22
acceptance are resolved. The allocation of fair values to the various elements does not change the total revenue recognized from a
transaction, but impacts the timing of revenue recognition. Revenue is allocated to the meter rental and equipment maintenance
agreement elements using their respective fair values, which are determined based on prices charged in standalone and renewal
transactions. For a sale transaction, revenue is allocated to the equipment based on a range of selling prices in standalone transactions.
For a lease transaction, revenue is allocated to the equipment based on the present value of the remaining minimum lease payments.
We then compare the allocated equipment fair value to the range of selling prices in standalone transactions during the period to
ensure the allocated equipment fair value approximates average selling prices.
We provide lease financing for our products primarily through sales-type leases. The vast majority of our leases qualify as sales-type
leases using the present value of minimum lease payments classification criteria. We believe that our sales-type lease portfolio
contains only normal collection risk. Accordingly, we record the fair value of equipment as sales revenue, the cost of equipment as
cost of sales and the minimum lease payments plus the estimated residual value as finance receivables. The difference between the
finance receivable and the equipment fair value is recorded as unearned income and is amortized as income over the lease term using
the interest method.
Equipment residual values are determined at inception of the lease using estimates of equipment fair value at the end of the lease term.
Estimates of future equipment fair value are based primarily on our historical experience. We also consider forecasted supply and
demand for our various products, product retirement and future product launch plans, end of lease customer behavior, regulatory
changes, remanufacturing strategies, used equipment markets, if any, competition and technological changes. We evaluate residual
values on an annual basis or as changes to the above considerations occur.
Allowances for doubtful accounts and credit losses
Allowance for doubtful accounts
We estimate our accounts receivable risks and provide allowances for doubtful accounts accordingly. We believe that our credit risk
for accounts receivable is limited because of our large number of customers, small account balances for most of our customers and
customer geographic and industry diversification. We evaluate the adequacy of the allowance for doubtful accounts based on
historical loss experience, length of time receivables are past due, adverse situations that may affect a customer’s ability to pay and
prevailing economic conditions, and make adjustments to the reserves as necessary. This evaluation is inherently subjective and
actual results may differ significantly from estimated reserves.
Allowance for credit losses
We estimate our finance receivable risks and provide allowances for credit losses accordingly. We establish credit approval limits
based on the credit quality of the customer and the type of equipment financed. We believe that our concentration of credit risk for
finance receivables is limited because of our large number of customers, small account balances for most of our customers and
customer geographic and industry diversification. Our policy is to discontinue revenue recognition for lease receivables that are more
than 120 days past due and for unsecured loan receivables that are more than 90 days past due. We resume revenue recognition when
payments reduce the account to 60 days or less past due. We evaluate the adequacy of the allowance for credit losses based on
historical loss experience, the nature and volume of our portfolios, adverse situations that may affect a customer’s ability to pay and
prevailing economic conditions, and make adjustments to the reserves as necessary. This evaluation is inherently subjective and
actual results may differ significantly from estimated reserves.
Accounting for income taxes
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our annual tax rate is based on our income, statutory
tax rates, tax reserve changes and tax planning opportunities available to us in the various jurisdictions in which we operate.
Significant judgment is required in determining our annual tax rate and in evaluating our tax positions.
We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the
related financial statement implications. Tax reserves have been established which we believe to be appropriate given the possibility
of tax adjustments. Determining the appropriate level of tax reserves requires us to exercise judgment regarding the uncertain
application of tax laws. The amount of reserves is adjusted when information becomes available or when an event occurs indicating a
change in the reserve is appropriate. Future changes in tax reserve requirements could have a material impact on our results of
operations.
Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. In assessing the
need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of
future taxable income and the feasibility of ongoing tax planning strategies. As new information becomes available that would alter
our determination as to the amount of deferred tax assets that will ultimately be realized, we adjust the valuation allowance with a
corresponding impact to income tax expense in the period in which such determination is made.
23
Useful lives of long-lived assets
We depreciate property, plant and equipment and rental property and equipment principally using the straight-line method over the
estimated useful lives of up to 50 years for buildings, three to 15 years for machinery and equipment, four to six years for rental
equipment and three to five years for computer equipment. We amortize properties leased under capital leases on a straight-line basis
over the primary lease term. We amortize capitalized costs related to internally developed software using the straight-line method
over the estimated useful life, which is principally three to 10 years. Intangible assets with finite lives are amortized using the
straight-line method or an accelerated attrition method over their estimated useful lives, which are principally three to 15 years. Our
estimates of useful lives could be affected by changes in regulatory provisions, technology or business plans. Changes to the assets’
estimated useful lives could have a material impact on our results of operations.
Impairment review
Long-lived and intangible assets are reviewed for impairment on an annual basis or whenever events or changes in circumstances
indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future
undiscounted cash flows expected to result from the use of the asset and its eventual disposition is compared to the carrying amount.
We derive the cash flow estimates from our future long-term business plans and historical experience. If the sum of the expected cash
flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which
the carrying amount exceeds the fair value of the asset. The fair value of the impaired asset is determined using probability weighted
expected discounted cash flow estimates, quoted market prices when available and appraisals, as appropriate. Changes in the
estimates and assumptions incorporated in our impairment assessment could materially affect the determination of fair value and the
associated impairment charge.
Goodwill is tested annually for impairment, during the fourth quarter, or sooner when circumstances indicate an impairment may exist
at the reporting unit level. The impairment test for goodwill is a two-step approach. In the first step, the fair value of each reporting
unit is compared to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying
value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. In the second step,
the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business
combination and the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting
unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of
the reporting unit’s goodwill is then compared to the actual carrying value of goodwill. If the implied fair value of goodwill is less
than the carrying value of goodwill, an impairment loss is recognized for the difference.
Significant estimates and assumptions used in our goodwill impairment review include the identification of reporting units, assigning
assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. The
fair value of each reporting unit is determined based on a combination of techniques, including the present value of future cash flows,
applicable multiples of competitors and multiples from sales of like businesses, and requires us to make estimates and assumptions
regarding discount rates, growth rates, and our future long-term business plans. Changes in any of these estimates or assumptions
could materially affect the determination of fair value and the associated goodwill impairment charge for each reporting unit.
Due to continuing underperformance of our IMS operations and based on information that was received during the early stages of our
annual budgeting and long-term planning process started in the third quarter, management concluded that it was appropriate to
perform a goodwill impairment review for IMS. We determined the fair value of IMS using a combination of techniques including the
present value of future cash flows, multiples of competitors and multiples from sales of like businesses, and determined that the IMS
reporting unit was impaired. We performed step two of the goodwill impairment test and determined that the implied fair value of
goodwill for IMS was less than its carrying value and a goodwill impairment charge of $46 million was recognized. Our analysis
indicated that certain identifiable intangible assets of IMS were also impaired and an impairment charge of $12 million was
recognized. At December 31, 2011, the remaining carrying value of intangible assets and goodwill for IMS was $5 million and $18
million, respectively.
Based on the results of our annual goodwill impairment review process, we determined that our PBMSi operations were impaired.
Similar to IMS, the fair value of PBMSi was determined using a combination of techniques including the present value of future cash
flows, derived from our long-term plans and historical experience, multiples of competitors and multiples from sales of like businesses
and the estimated fair value was allocated to the assets and liabilities of PBMSi. Our analysis showed that the implied fair value of
goodwill for PBMSi was less than its carrying value and a goodwill impairment charge of $84 million was recognized. In addition,
the impairment review indicated that certain identifiable intangible assets were also impaired and an impairment charge of $5 million
was recognized. At December 31, 2011, there are no intangible assets carried on PBMSi and the remaining carrying value of goodwill
is $39 million.
Further, based on the results of our annual impairment review, the estimated fair values of our other reporting units were considered
substantially in excess of their respective carrying values, except for the U.S. operations of our Management Services segment
24
(PBMS-US). The estimated fair value of PBMS-US exceeded its carrying value by approximately 13%. At December 31, 2011, the
net identifiable intangible assets of PBMS-US were $14 million and goodwill allocated to PBMS-US was $364 million.
As noted in the Outlook section above, the worldwide economy and business environment continue to be uncertain and impact our
current and expected future financial performance, and as a result have increased the possibility of future non-cash impairment
charges for goodwill and/or identifiable intangible assets. Accordingly, we will continue to monitor and evaluate the carrying values
of goodwill and intangible assets for all our reporting units.
Business combinations
We account for business combinations using the acquisition method of accounting, which requires that the assets acquired and
liabilities assumed be recorded at the date of acquisition at their respective fair values. The fair value of intangible assets is estimated
using a cost, market or income approach. Goodwill represents the excess of the purchase price over the estimated fair values of net
tangible and intangible assets acquired.
Stock-based compensation expense
We recognize compensation cost for stock-based expense based on the estimated fair value of the award, net of an estimated forfeiture
rate. We recognize compensation costs for those shares expected to vest on a straight-line basis over the requisite service period.
We estimate the fair value of stock options using a Black-Scholes valuation model. The use of this valuation model requires
assumptions be made regarding the expected stock price volatility, risk-free interest rate, expected life of the award and dividend
yield. The estimate of stock price volatility is based on historical price changes of our stock. The risk-free interest rate is based on
U.S. treasuries with a term equal to the expected option term. The expected life, or holding period, of the award, and the expected
dividend yield, is based on historical experience.
We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating
the fair value of our stock-based awards. If factors change and we use different assumptions, our stock-based compensation expense
could be different in the future. Estimates of fair value are not intended to predict actual future events or the value ultimately realized
by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of
fair value. In addition, we are required to estimate the expected forfeiture rate and recognize expense only for those shares expected to
vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be
significantly different from what we have recorded in the current period.
Restructuring
We have undertaken restructuring actions which require management to utilize certain estimates related to the amount and timing of
expenses. If the actual amounts differ from our estimates, the amount of the restructuring charges could be impacted.
Pension benefits
Assumptions and estimates
The valuation and calculation of our net pension expense, assets and obligations are dependent on assumptions and estimates relating
to discount rate, rate of compensation increase and expected return on plan assets. These assumptions are evaluated and updated
annually and are described in further detail in Note 19 to the Consolidated Financial Statements.
The weighted-average assumptions for our largest plan, the U.S. Qualified Pension Plan, and our largest foreign plan, the U.K.
Qualified Pension Plan, used to determine net periodic pension costs for 2012 are as follows:
Discount rate
Rate of compensation increase
Expected return on plan assets
U.S.
Plan
4.95%
3.50%
7.75%
U.K.
Plan
4.95%
3.40%
7.25%
U.S. Plan
The discount rate for our U.S pension plan is determined by matching the expected cash flows associated with our benefit obligations
to a yield curve based on long-term, high quality fixed income debt instruments available as of the measurement date. The rate of
compensation increase assumption reflects our actual experience and best estimate of future increases. Our expected return on plan
assets is based on historical and projected rates of return for current and planned asset classes in the plans’ investment portfolio after
analyzing historical experience and future expectations of the returns and volatility of the various asset classes. The overall expected
rate of return for the portfolio is determined based on the target asset allocations for each asset class, adjusted for historical and
25
expected experience of active portfolio management results, when compared to the benchmark returns. When assessing the expected
future returns for the portfolio, we place more emphasis on the expected future returns than historical returns.
U.K. Plan
We determine our discount rate for the U.K. retirement benefit plan by using a model that discounts each year’s estimated benefit
payments by an applicable spot rate. These spot rates are derived from a yield curve created from a large number of high quality
corporate bonds. The rate of compensation increase assumption reflects our actual experience and best estimate of future increases.
Our expected return on plan assets is determined based on historical portfolio results, the plan’s asset mix and future expectations of
market rates of return on the types of assets in the plan.
Changes to the above assumptions can have an impact on annual pension expense and recorded pension liabilities. For instance:
•
•
•
a 0.25% increase in the discount rate would decrease annual pension expense by approximately $2 million for both the U.S.
and U.K. pension plans, and lower the projected benefit obligation of the U.S. and U.K. pension plans by $38 million and $18
million, respectively;
a 0.25% increase in the rate of compensation increase would increase annual pension expense by less than $1 million for both
the U.S. and U.K. pension plans;
a 0.25% increase in the expected return on assets would decrease annual pension expense for the U.S. and U.K. pension plans
by approximately $4 million and $1 million, respectively.
Delayed recognition principles
Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized over the estimated future
working life of the plan participants and affect future pension expense. Net pension expense is also based on a market-related
valuation of plan assets where differences between the actual and expected return on plan assets are amortized to pension expense over
a five-year period.
Investment related risks and uncertainties
We invest our pension plan assets in a variety of investment securities in accordance with our strategic asset allocation policy. The
composition of our U.S. pension plan assets at December 31, 2011 was approximately 34% equity securities, 56% fixed income
securities and 10% real estate and private equity investments. The composition of our U.K. pension plan assets at December 31, 2011
was approximately 62% equity securities, 32% fixed income securities and 6% cash. Investment securities are exposed to various
risks such as interest rate, market and credit risks. In particular, due to the level of risk associated with investment securities, it is
reasonably possible that change in the value of such investment securities will occur and that such change could materially affect our
future results.
New Accounting Pronouncements
On January 1, 2011, new accounting guidance became effective addressing the accounting for revenue arrangements with multiple
elements and certain revenue arrangements that include software. This guidance allows companies to allocate consideration in a
multiple element arrangement in a way that better reflects the economics of the transaction and results in the elimination of the
residual method. In addition, tangible products that have software components that are “essential to the functionality” of the tangible
product were scoped out of the software revenue guidance. The adoption of this guidance did not have a material impact on our
financial position, results of operations or cash flows.
In 2011, new guidance was introduced that would eliminate the current option to report other comprehensive income and its
components in the statement of stockholders’ equity, and require an entity to present items of net income and other comprehensive
income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive,
statements. This guidance would be effective in the first quarter of 2012, with early adoption permitted. We have elected to early
adopt this guidance effective December 31, 2011 and have presented the components of other comprehensive income in two separate,
but consecutive, statements. The adoption of this guidance only changed the way we present other comprehensive income and its
components, and did not impact our results of operations, financial position or cash flows.
26
Legal and Regulatory Matters
Legal
See Legal Proceedings in Item 3 of this Form 10-K for information regarding our legal proceedings.
Other regulatory matters
As is the case with other large corporations, we are continually under examination by tax authorities in the United States, other
countries and local jurisdictions in which we have operations. The years under examination vary by jurisdiction. Except for a dispute
arising out of a partnership investment, the IRS examination of tax years 2001-2004 is closed to audit and the examination of years
2005-2008 is estimated to be closed to audit within the next 12 months. We have other domestic and international tax filings currently
under examinations or subject to examination. Tax reserves have been established which we believe to be appropriate given the
possibility of tax adjustments. However, the resolution of such matters could have a material impact on our results of operations,
financial position and cash flows. See Note 9 to the Consolidated Financial Statements.
We are currently undergoing unclaimed property audits, which are being conducted by various state authorities. The property subject
to review in this audit process generally includes unclaimed wages, vendor payments and customer receipts. State escheat laws
generally require entities to report and remit abandoned and unclaimed property. Failure to timely report and remit the property can
result in the assessments of additional escheat liability, interest and penalties. It is too early to determine the ultimate outcome of such
audits.
Effects of Inflation and Foreign Exchange
Inflation
Inflation, although minimal in recent years, continues to affect worldwide economies and the way companies operate. It increases
labor costs and operating expenses, and raises costs associated with replacement of fixed assets such as rental equipment. Despite
these growing costs, we have generally been able to maintain profit margins through productivity and efficiency improvements,
introduction of new products and expense reductions.
Foreign Exchange
During 2011, 32% of our revenue was derived from operations outside of the United States. Currency translation increased our 2011
revenue by 2%. Based on the current contribution from our international operations, a 1% increase in the value of the U.S. dollar
would result in a decline in revenue of approximately $17 million.
Changes in the value of the U.S. dollar relative to the currencies of countries in which we operate impact our reported assets,
liabilities, revenue and expenses. Exchange rate fluctuations can also impact the settlement of intercompany receivables and payables
between our subsidiaries in different countries. Our largest foreign currency exposure is to fluctuations in the British pound, Euro
and Canadian dollar, and to a lesser extent, the Australian dollar.
We use foreign exchange contracts to mitigate the risk of foreign currency exchange rate fluctuations. We enter into foreign exchange
contracts with only those financial institutions that meet stringent credit requirements as set forth in our derivative policy to mitigate
our exposure to counterparty credit risk. We regularly review our credit exposure balances as well as the creditworthiness of our
counterparties. 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. At December 31, 2011, the fair value of our outstanding foreign exchange contracts was
a net asset of $3 million.
During 2011, deferred translation losses of $54 million were recorded primarily from the strengthening of the U.S. dollar as compared
to the British pound, Euro, Canadian dollar and Australian dollar. In 2010, deferred translation losses of $16 million were recorded
primarily resulting from the strengthening of the U.S. dollar as compared to the British pound and Euro, partially offset by a
weakening of the U.S. dollar as compared to the Canadian dollar. Net deferred translation gains and losses are included in
accumulated other comprehensive loss in stockholders’ deficit in the Consolidated Balance Sheets and do not affect earnings.
Dividends
It is a general practice of our Board of Directors to approve the payment of a cash dividend on our common stock each quarter. In
setting dividend payments, our board considers the dividend rate in relation to our recent and projected earnings and our capital
investment opportunities and requirements. We have paid a dividend each year since 1934.
27
ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to the impact of interest rate changes and foreign currency fluctuations due to our investing and funding activities and
our operations denominated in different foreign currencies.
Our objective in managing our exposure to changing interest rates is to limit the volatility and impact of changing interest rates on
earnings and cash flows. To achieve these objectives, we use a balanced mix of debt maturities and interest rate swaps that convert
the fixed rate interest payments on certain debt issuances to variable rates.
Our objective in managing our exposure to foreign currency fluctuations is to reduce the volatility in earnings and cash flows
associated with the effect of foreign exchange rate changes on transactions that are denominated in foreign currencies. Accordingly,
we enter into various contracts, which change in value as foreign exchange rates change, to protect the value of external and
intercompany transactions. The principal currencies actively hedged are the British pound, Canadian dollar and Euro.
We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks. We
do not enter into foreign currency or interest rate transactions for speculative purposes. The gains and losses on these contracts offset
changes in the value of the related exposures.
We utilize a “Value-at-Risk” (VaR) model to determine the potential loss in fair value from changes in market conditions. The VaR
model utilizes a “variance/co-variance” approach and assumes normal market conditions, a 95% confidence level and a one-day
holding period. The model includes all of our debt and all interest rate derivative contracts as well as our foreign exchange derivative
contracts associated with forecasted transactions. The model excludes anticipated transactions, firm commitments, and receivables
and accounts payable denominated in foreign currencies, which certain of these instruments are intended to hedge. The VaR model is
a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by us, nor does it consider the
potential effect of favorable changes in market factors.
During 2011 and 2010, our maximum potential one-day loss in fair value of our exposure to foreign exchange rates and interest rates,
using the variance/co-variance technique described above, was not material.
ITEM 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Consolidated Financial Statements and Supplemental Data” on Page 34 of this Form 10-K.
ITEM 9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
28
ITEM 9A. – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), we evaluated our disclosure controls
and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)) and internal control over financial reporting. Our CEO and CFO concluded that such disclosure controls and
procedures were effective as of December 31, 2011, based on the evaluation of these controls and procedures required by paragraph
(b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. Any system of controls is based in part upon certain assumptions
designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will
succeed in achieving its stated goals. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure
controls and procedures were effective as of December 31, 2011.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework. Management’s assessment included evaluating the design of our internal control
over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on its
assessment, management concluded that, as of December 31, 2011, our internal control over financial reporting was effective based on
the criteria issued by COSO in Internal Control – Integrated Framework.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page 35 of
this Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended December 31, 2011, that
have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
ITEM 9B. – OTHER INFORMATION
None.
29
PART III
ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information pertaining to our Directors and the members of the Audit Committee of the Board of Directors is incorporated herein
by reference to the sections entitled “Compensation Committee Interlocks and Insider Participation,” “Election of Directors,”
“Security Ownership of Directors and Executive Officers,” “Beneficial Ownership,” “Report of the Audit Committee” and “Corporate
Governance” of the Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with our
2012 Annual Meeting of Stockholders, which is scheduled to be held on May 14, 2012. Such Definitive Proxy Statement will be filed
with the Commission on or before April 29, 2012 and is incorporated herein by reference. Our executive officers are as follows:
Executive Officers of the Registrant as of February 15, 2012
Name
Age Title
Murray D. Martin
64 Chairman, President and Chief Executive Officer
Leslie Abi-Karam
53 Executive Vice President and President, Pitney Bowes Communications Solutions
Gregory E. Buoncontri
64 Executive Vice President and Chief Information Officer
Daniel J. Goldstein
50 Executive Vice President and Chief Legal and Compliance Officer
Michael Monahan
51 Executive Vice President and Chief Financial Officer
John E. O’Hara
53 Executive Vice President and President, Pitney Bowes Software Solutions
Vicki A. O’Meara
54 Executive Vice President and President, Pitney Bowes Services & Solutions
Joseph H. Timko
51 Executive Vice President and Chief Strategy and Innovation Officer
Johnna G. Torsone
61 Executive Vice President and Chief Human Resources Officer
Executive
Officer Since
1998
2005
2000
2010
2005
2011
2008
2010
1993
There is no family relationship among the above officers. All of the officers have served in various corporate, division or subsidiary
positions with the Company for at least the past five years except as described below:
Mr. Goldstein re-joined the Company in October 2010 as Executive Vice President and Chief Legal and Compliance Officer. From
September 2008 until October 2010, Mr. Goldstein served as the Senior Vice President and General Counsel for GAF Materials
Corporation, International Specialty Products, and ISP Minerals, a group of privately held, commonly owned companies in the
building materials, chemicals and mining industries. Mr. Goldstein originally joined Pitney Bowes in 1999 as Associate General
Counsel and was appointed Vice President, Deputy General Counsel in 2005.
Mr. O’Hara was appointed Executive Vice President and President, Pitney Bowes Software Solutions in May 2011. He joined the
Company in April 2007 as a result of the Company’s acquisition of MapInfo and served as Executive Vice President and General
Manager International for Pitney Bowes Business Insight. He joined MapInfo in October 2006 and prior to that he served as General
Manager, Enterprise and Partner Group for Microsoft UK. Prior to Microsoft, he served as Executive Vice President of Worldwide
Sales and Operations at Pivotal Corporation, a leader in CRM for mid-market enterprises.
Ms. O’Meara joined the Company in June 2008 as Executive Vice President and Chief Legal and Compliance Officer. In July 2010,
Ms. O’Meara became Executive Vice President and President, Pitney Bowes Management Services & Government and Postal Affairs,
relinquishing her responsibilities as the Chief Legal and Compliance Officer. Prior to joining the Company, she was President - U.S.
Supply Chain Solutions for Ryder System, Inc., a leading transportation and supply chain solutions company. Ms. O’Meara joined
Ryder System, Inc. as Executive Vice President and General Counsel in June 1997.
Mr. Timko joined the Company in February 2010 as Executive Vice President and Chief Strategy and Innovation Officer. Prior to
joining the Company, Mr. Timko was a partner in the technology / telecom and industrial sector practice at McKinsey & Company.
30
Code of Ethics
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive,
financial and accounting officers, or persons performing similar functions. Our Code of Ethics is posted on our corporate governance
website located at www.pb.com/Our-Company. In addition, amendments to the Code of Ethics and any grant of a waiver from a
provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed at the same location as the Code of
Ethics.
ITEM 11. – EXECUTIVE COMPENSATION
The sections entitled “Directors’ Compensation,” “Compensation Discussion and Analysis”, and “Executive Compensation Tables
and Related Narrative” of our Definitive Proxy Statement to be filed with the Commission on or before April 29, 2012 in connection
with our 2012 Annual Meeting of Stockholders are incorporated herein by reference.
ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of December 31, 2011 regarding the number of shares of common stock that may be
issued under our equity compensation plans.
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans excluding
securities reflected in
column (a)
16,100,519
-
16,100,519
$34.99
-
$34.99
16,903,013
-
16,903,013
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved
by security holders
Total
The sections entitled “Security Ownership of Directors and Executive Officers” and “Beneficial Ownership” of our Definitive Proxy
Statement to be filed with the Commission on or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders
are incorporated herein by reference.
ITEM 13. – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The sections entitled “Corporate Governance” and “Certain Relationships and Related-Person Transactions” of our Definitive Proxy
Statement to be filed with the Commission on or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders
are incorporated herein by reference.
ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The section entitled “Principal Accountant Fees and Services” of our Definitive Proxy Statement to be filed with the Commission on
or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders is incorporated herein by reference.
31
ITEM 15. – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial statements - see Item 8 on page 28 and “Index to Consolidated Financial Statements and Supplemental Data” on
page 34 of this Form 10-K.
2. Financial statement schedules - see “Index to Consolidated Financial Statements and Supplemental Data” on page 34 of this
Form 10-K.
3. The exhibits filed herewith or incorporated herein by reference are set forth in the Index of Exhibits included herein.
32
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.
Date: February 23, 2012
PITNEY BOWES INC.
Registrant
By: /s/ Murray D. Martin
Murray D. Martin
Chairman, President and Chief Executive Officer
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/ Murray D. Martin
Murray D. Martin
/s/ Michael Monahan
Michael Monahan
/s/ Steven J. Green
Steven J. Green
/s/ Rodney C. Adkins
Rodney C. Adkins
/s/ Linda G. Alvarado
Linda G. Alvarado
/s/ Anne M. Busquet
Anne M. Busquet
/s/ Roger Fradin
Roger Fradin
/s/ Anne Sutherland Fuchs
Anne Sutherland Fuchs
/s/ James H. Keyes
James H. Keyes
/s/ Eduardo R. Menascé
Eduardo R. Menascé
/s/ Michael I. Roth
Michael I. Roth
/s/ David L. Shedlarz
David L. Shedlarz
/s/ David B. Snow, Jr.
David B. Snow, Jr.
/s/ Robert E. Weissman
Robert E. Weissman
Chairman, President and Chief Executive Officer – Director
February 23, 2012
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
Vice President–Finance and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
33
PITNEY BOWES INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Report of Independent Registered Public Accounting Firm ......................................................................................................
Consolidated Financial Statements of Pitney Bowes Inc.
Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009 .........................................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011, 2010 and 2009 ...............
Consolidated Balance Sheets as of December 31, 2011 and 2010......................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009 ..................................
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2011, 2010 and 2009...................
Notes to Consolidated Financial Statements.......................................................................................................................
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts and Reserves .......................................................................................
PAGE
35
36
37
38
39
40
41
88
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Pitney Bowes Inc.
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of Pitney Bowes Inc. and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying
index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial
statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement
schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement
and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 23, 2012
35
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
2011
Years ended December 31,
2010
2009
Revenue:
Equipment sales
Supplies
Software
Rentals
Financing
Support services
Business services
Total revenue
Costs and expenses:
Cost of equipment sales
Cost of supplies
Cost of software
Cost of rentals
Financing interest expense
Cost of support services
Cost of business services
Selling, general and administrative
Research and development
Restructuring charges and asset impairments
Goodwill impairment
Other interest expense
Interest income
Other income, net
Total costs and expenses
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Gain (loss) from discontinued operations, net of tax
Net income before attribution of noncontrolling interests
Less: Preferred stock dividends of subsidiaries attributable
to noncontrolling interests
Net income - Pitney Bowes Inc.
Amounts attributable to common stockholders:
Income from continuing operations
Gain (loss) from discontinued operations
Net income - Pitney Bowes Inc.
Basic earnings per share attributable to common stockholders:
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
$
$
$
$
$
$
Diluted earnings per share attributable to common stockholders:
Continuing operations
$
Discontinued operations
Net income - Pitney Bowes Inc.
$
986,392
307,974
426,606
563,505
602,754
706,505
1,684,238
5,277,974
449,479
97,454
99,107
125,325
87,698
452,582
1,303,594
1,731,858
148,645
148,151
130,150
115,363
(5,795)
(19,918)
4,863,693
414,281
44,585
369,696
266,159
635,855
18,375
617,480
351,321
266,159
617,480
1.74
1.32
3.06
1.73
1.31
3.05
$
$
$
$
$
$
$
$
1,022,563
318,430
390,219
600,759
637,948
711,519
1,743,816
5,425,254
469,158
97,172
93,391
141,465
88,292
451,609
1,337,236
1,760,677
156,371
182,274
-
115,619
(2,587)
-
4,890,677
534,577
205,770
328,807
(18,104)
310,703
18,324
292,379
310,483
(18,104)
292,379
1.51
(0.09)
1.42
1.50
(0.09)
1.41
$
$
$
$
$
$
$
$
1,000,153
336,239
371,574
647,432
694,444
714,429
1,804,900
5,569,171
450,197
93,660
88,020
158,881
97,586
467,279
1,382,401
1,800,714
182,191
48,746
-
111,269
(4,949)
-
4,875,995
693,176
240,154
453,022
(8,109)
444,913
21,468
423,445
431,554
(8,109)
423,445
2.09
(0.04)
2.05
2.08
(0.04)
2.04
See Notes to Consolidated Financial Statements
36
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Years ended December 31,
2011
2010
2009
Net income - Pitney Bowes Inc.
$
617,480
$
292,379
$
423,445
Other comprehensive income, net of tax:
Foreign currency translations
Net unrealized gain on cash flow hedges, net of tax expense of
$1,278, $837 and $4,865, respectively
Net unrealized gain (loss) on investment securities, net of tax
expense/(benefit) of $1,885, $505 and $(140), respectively
Adjustments to pension and postretirement plans, net of tax
(benefit)/expense of $(93,251), $(17,183) and $8,420,
respectively
Amortization of pension and post retirement costs, net of tax
expense of $19,601, $16,028 and $10,627, respectively
(53,569)
(15,685)
119,820
2,007
1,293
7,214
2,948
790
(283)
(173,699)
(28,710)
(5,116)
34,474
28,298
17,328
Other comprehensive (loss) income
(187,839)
(14,014)
138,963
Comprehensive income - Pitney Bowes Inc.
$
429,641
$
278,365
$
562,408
See Notes to Consolidated Financial Statements
37
PITNEY BOWES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31, 2011
December 31, 2010
$
856,238
12,971
$
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivables, gross
Allowance for doubtful accounts receivables
Accounts receivables, net
Finance receivables
Allowance for credit losses
Finance receivables, net
Inventories
Current income taxes
Other current assets and prepayments
Total current assets
Property, plant and equipment, net
Rental property and equipment, net
Finance receivables
Allowance for credit losses
Finance receivables, net
Investment in leveraged leases
Goodwill
Intangible assets, net
Non-current income taxes
Other assets
Total assets
LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities
Current income taxes
Notes payable and current portion of long-term obligations
Advance billings
Total current liabilities
Deferred taxes on income
Tax uncertainties and other income tax liabilities
Long-term debt
Other non-current liabilities
Total liabilities
Noncontrolling interests (Preferred stockholders’ equity in subsidiaries)
Commitments and contingencies (See Note 15)
Stockholders’ deficit:
Cumulative preferred stock, $50 par value, 4% convertible
Cumulative preference stock, no par value, $2.12 convertible
Common stock, $1 par value (480,000,000 shares authorized; 323,337,912 shares issued)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost (123,586,842 and 119,906,910 shares, respectively)
Total Pitney Bowes Inc. stockholders’ deficit
Total liabilities, noncontrolling interests and stockholders’ deficit
$
$
$
See Notes to Consolidated Financial Statements
38
755,485
(31,855)
723,630
1,296,673
(45,583)
1,251,090
178,599
102,556
134,774
3,259,858
404,146
258,711
1,123,638
(17,847)
1,105,791
138,271
2,147,088
212,603
89,992
530,644
8,147,104
1,840,465
242,972
550,000
458,425
3,091,862
175,944
194,840
3,683,909
743,165
7,889,720
296,370
$
$
484,363
30,609
824,015
(31,880)
792,135
1,370,305
(48,709)
1,321,596
168,967
103,542
107,029
3,008,241
426,501
300,170
1,265,220
(20,721)
1,244,499
251,006
2,306,793
297,443
130,601
478,769
8,444,023
1,828,755
192,924
50,000
481,900
2,553,579
261,118
536,531
4,239,248
653,758
8,244,234
296,370
4
659
323,338
240,584
4,600,217
(661,645)
(4,542,143)
(38,986)
8,147,104
$
4
752
323,338
250,928
4,282,316
(473,806)
(4,480,113)
(96,581)
8,444,023
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income before attribution of noncontrolling interests
Restructuring payments
Special pension plan contributions
Proceeds (payments) for settlement of derivative instruments
2011
Years ended December 31,
2010
2009
$
635,855
$
310,703
$
444,913
(107,002)
(123,000)
-
(119,565)
-
31,774
Adjustments to reconcile net income to net cash provided by operating activities:
Restructuring charges and asset impairments
Goodwill impairment
Gain on sale of leveraged lease asset, after tax
Depreciation and amortization
Stock-based compensation
Deferred tax provision (benefit)
Changes in operating assets and liabilities, excluding effects of acquisitions:
(Increase) decrease in accounts receivables
(Increase) decrease in finance receivables
(Increase) decrease in inventories
(Increase) decrease in prepaid, deferred expense and other assets
Increase (decrease) in accounts payable and accrued liabilities
Increase (decrease) in current and non-current income taxes
Increase (decrease) in advance billings
Increase (decrease) in other operating capital, net
Net cash provided by operating activities
148,151
130,150
(26,689)
272,142
18,692
34,358
58,951
190,153
(12,830)
(12,104)
(12,871)
(257,631)
(12,854)
(3,278)
920,193
Cash flows from investing activities:
Short-term and other investments
Proceeds from the sale a facility
Capital expenditures
Proceeds from sale of leveraged lease asset
Net investment in external financing
Acquisitions, net of cash acquired
Reserve account deposits
Net cash used in investing activities
Cash flows from financing activities:
Decrease in notes payable, net
Proceeds from long-term obligations
Principal payments on long-term obligations
Proceeds from issuance of common stock
Payments to redeem preferred stock issued by a subsidiary
Proceeds from issuance of preferred stock by a subsidiary
Stock repurchases
Dividends paid to stockholders
Dividends paid to noncontrolling interests
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash interest paid
Cash income taxes paid, net
(67,786)
683
(155,980)
101,784
(2,677)
-
35,354
(88,622)
(50,000)
-
-
12,934
-
-
(99,997)
(299,579)
(18,375)
(455,017)
(4,679)
371,875
484,363
856,238
202,159
44,528
$
$
$
$
$
$
See Notes to Consolidated Financial Statements
39
182,274
-
-
303,653
20,111
(34,387)
43,204
180,352
(11,913)
(8,658)
28,766
5,217
11,430
9,150
952,111
(122,464)
12,595
(119,768)
-
(4,718)
(77,537)
10,399
(301,493)
(170,794)
-
-
11,423
-
-
(100,000)
(301,456)
(19,141)
(579,968)
976
71,626
412,737
484,363
191,880
231,550
$
$
$
(105,090)
(125,000)
(20,281)
48,746
-
-
338,895
22,523
(10,947)
84,182
206,823
12,187
(15,036)
(127,256)
79,615
(2,744)
(7,462)
824,068
(8,362)
-
(166,728)
-
1,456
-
1,664
(171,970)
(389,666)
297,513
(150,000)
11,962
(375,000)
296,370
-
(297,555)
(19,485)
(625,861)
9,829
36,066
376,671
412,737
195,256
197,925
Balance, December 31, 2008
Net income
Other comprehensive income
Cash dividends:
Common
Preference
Issuances of common stock
Conversions to common stock
Pre-tax stock-based compensation
Tax benefits from stock compensation plans
Repurchase of common stock
Balance, December 31, 2009
Net income
Other comprehensive income
Cash dividends:
Common
Preference
Issuances of common stock
Conversions to common stock
Pre-tax stock-based compensation
Repurchase of common stock
Balance, December 31, 2010
Net income
Other comprehensive income
Cash dividends:
Common
Preference
Issuances of common stock
Conversions to common stock
Pre-tax stock-based compensation
Repurchase of common stock
Balance, December 31, 2011
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(In thousands)
Preferred
stock
Preference
stock
$
7
$
976
$
Common
stock
323,338
Additional
paid-in
capital
$
259,306
$
(3)
(108)
(22,017)
(2,343)
21,761
(574)
4
868
323,338
256,133
(116)
(24,039)
(1,618)
20,452
4
752
323,338
250,928
(93)
(27,283)
(2,009)
18,948
Retained
earnings
4,165,503
423,445
(297,483)
(72)
4,291,393
292,379
(301,391)
(65)
4,282,316
617,480
(299,521)
(58)
Accumulated
other
comprehensive
loss
$
(598,755)
$
Treasury
stock
(4,453,969)
138,963
36,419
2,454
(459,792)
(4,415,096)
(14,014)
(473,806)
(187,839)
33,249
1,734
(100,000)
(4,480,113)
35,865
2,102
(99,997)
(4,542,143)
$
4
$
659
$
323,338
$
240,584
$
4,600,217
$
(661,645)
$
See Notes to Consolidated Financial Statements
40
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
1. Description of Business and Summary of Significant Accounting Policies
Description of Business & Basis of Presentation
We are a global provider of software, hardware and services to enable both physical and digital communications and to integrate those
physical and digital communications channels. We offer a full suite of equipment, supplies, software, services and solutions for
managing and integrating physical and digital communication channels. We conduct our business activities in seven reporting
segments within two business groups: Small & Medium Business Solutions and Enterprise Business Solutions. See Note 18 for
information regarding our reportable segments.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America (GAAP). Operating results of acquired companies are included in the consolidated financial statements from the
date of acquisition. Intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified
to conform to the current year presentation.
Use of Estimates
The preparation of our financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets
and liabilities. These estimates and assumptions are based on management’s best knowledge of current events, historical experience,
and other information available when the financial statements are prepared. These estimates include, but are not limited to, revenue
recognition for multiple element arrangements, allowance for doubtful accounts and credit losses, residual values of leased assets,
useful lives of long-lived assets and intangible assets, goodwill and intangible asset impairment review, allocation of purchase price to
net assets acquired in business combinations, restructuring costs, pensions and other postretirement benefits and loss contingencies.
Actual results could differ from those estimates and assumptions.
Cash Equivalents and Short-Term Investments
Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the date of purchase. Short-
term investments include highly liquid investments with a maturity of greater than three months but less than one year from the
reporting date.
Accounts Receivable and Allowance for Doubtful Accounts
We estimate our accounts receivable risks and provide allowances for doubtful accounts accordingly. We believe that credit risk for
accounts receivable is limited because of our large number of customers, small account balances for most of our customers and
customer geographic and industry diversification. We evaluate the adequacy of the allowance for doubtful accounts based on
historical loss experience, length of time receivables are past due, adverse situations that may affect a customer’s ability to pay and
prevailing economic conditions, and make adjustments to the reserves as necessary. This evaluation is inherently subjective and
actual results may differ significantly from estimated reserves.
Finance Receivable and Allowance for Credit Losses
Finance receivables are composed of sales-type lease receivables and unsecured revolving loan receivables. We estimate our finance
receivable risks and provide allowances for credit losses accordingly. We establish credit approval limits based on the credit quality
of the customer and the type of equipment financed. We believe that our concentration of credit risk is limited because of our large
number of customers, small account balances for most of our customers and customer geographic and industry diversification.
Our policy is to discontinue revenue recognition for lease receivables that are more than 120 days past due and for unsecured loan
receivables that are more than 90 days past due. We resume revenue recognition when customer payments reduce the account balance
aging to 60 days or less past due. We evaluate the adequacy of the allowance for credit losses based on historical loss experience, the
nature and volume of our portfolios, adverse situations that may affect a customer’s ability to pay and prevailing economic conditions,
and make adjustments to the reserves as necessary. This evaluation is inherently subjective and actual results may differ significantly
from estimated reserves.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined on the last-in, first-out (LIFO) basis for most U.S. inventories,
and on the first-in, first-out (FIFO) basis for most non-U.S. inventories.
Fixed Assets and Depreciation
Property, plant and equipment and rental equipment are stated at cost and depreciated principally using the straight-line method over
their estimated useful lives, which are up to 50 years for buildings, three to 15 years for machinery and equipment, four to six years
41
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
for rental equipment and three to five years for computer equipment. 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. Leasehold improvements are
amortized over the shorter of the estimated useful life or their related lease term.
Fully depreciated assets are retained in fixed assets and accumulated depreciation until they are removed from service. In the case of
disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from
disposal, are included in earnings.
Software Development Costs
We capitalize certain costs of software developed for internal use. Capitalized costs include purchased materials and services, payroll
and personnel-related costs and interest costs. The cost of internally developed software is amortized on a straight-line basis over its
estimated useful life, principally three to 10 years.
Costs incurred for the development of software to be sold, leased, or otherwise marketed are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized until the product is available for general release to the public.
Capitalized software development costs include purchased materials and services, and payroll and personnel-related costs attributable
to programmers, software engineers, quality control and field certifiers. Capitalized software development costs are amortized over
the product’s estimated useful life, principally three to five years, generally on a straight-line basis. Amortization of capitalized
software development costs were $10 million, $8 million and $10 million for the years ended December 31, 2011, 2010, and 2009,
respectively. Other assets include $14 and $20 million of capitalized software development costs at December 31, 2011 and 2010,
respectively. Software development costs capitalized in 2011 and 2010 were $5 million and $6 million, respectively.
Research and Development Costs
Research and product development costs are expensed as incurred. These costs primarily include personnel-related costs.
Business Combinations
We account for business combinations using the acquisition method of accounting, which requires that the assets acquired and
liabilities assumed be recorded at the date of acquisition at their respective fair values. The fair value of intangible assets is estimated
using a cost, market or income approach. Goodwill represents the excess of the purchase price over the estimated fair values of net
tangible and intangible assets acquired. Finite-lived intangible assets are amortized over their estimated useful lives, principally three
to 15 years, using either the straight-line method or an accelerated attrition method.
Impairment Review for Long-lived Assets
Long-lived assets are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the
carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted
cash flows expected to result from the use of the asset and its eventual disposition is compared to the carrying amount. If the sum of
the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the
amount by which the carrying amount exceeds the fair value of the asset. The fair value of the impaired asset is determined using
probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate.
Impairment Review for Goodwill and Intangible Assets
Goodwill is tested annually for impairment, during the fourth quarter, or sooner when circumstances indicate an impairment may
exist, at the reporting unit level. A reporting unit is the operating segment, or a business, which is one level below that operating
segment. Reporting units are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is tested
for impairment using a two-step approach. In the first step, the fair value of each reporting unit is determined. If the fair value of a
reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of
impairment, if any. In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit
as if it had been acquired in a business combination and the purchase price was equivalent to the fair value of the reporting unit. The
excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair
value of goodwill. The implied fair value of the reporting unit’s goodwill is then compared to the actual carrying value of goodwill.
If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized for the difference.
The fair value of a reporting unit is determined based on a combination of various techniques, including the present value of future
cash flows, multiples of competitors and multiples from sales of like businesses.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result
from the use of the asset and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less
42
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying
amount exceeds the fair value of the asset. The fair value of the asset is determined using probability weighted expected cash flow
estimates, quoted market prices when available and appraisals, as appropriate.
Retirement Plans
Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized over the estimated future
working life of the plan participants and affect future pension expense. Net pension expense includes current service costs, interest
costs and returns on plan assets. Net pension expense is also based on a market-related valuation of plan assets where differences
between the actual and expected return on plan assets are amortized to pension expense over a five-year period. We recognize the
overfunded or underfunded status of pension and other postretirement benefit plans in the Consolidated Balance Sheets. Gains and
losses, prior service costs and credits, and any remaining transition amounts that have not yet been recognized in net periodic benefit
costs are recognized in accumulated other comprehensive income, net of tax, until they are amortized as a component of net periodic
benefit cost. We use a measurement date of December 31 for all of our retirement plans.
The Board of Directors has approved and adopted a resolution amending the U.S. pension plans to provide that benefit accruals as of
December 31, 2014 will be determined and frozen and no future benefit accruals under the plans will occur after that date.
Stock-based Compensation
We measure compensation cost for stock-based awards based on the estimated fair value of the award, and recognize the cost as an
expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. We estimate the fair value of
stock options using a Black-Scholes valuation model.
Revenue Recognition
We derive our revenue from multiple sources including sales, rentals, financing, and services. Certain of our transactions are
consummated at the same time and generate revenue from multiple sources. The most common form of these transactions involves
the sale or non-cancelable lease of equipment, a meter rental and an equipment maintenance agreement. In these multiple element
arrangements, revenue is allocated to each of the elements based on their relative fair values. The allocation of fair values to the
various elements does not change the total revenue recognized from a transaction, but impacts the timing of revenue recognition.
Revenue is allocated to the meter rental and equipment maintenance agreement elements using their respective fair values, which are
determined based on prices charged in standalone and renewal transactions. For a sale transaction, revenue is allocated to the
equipment based on a range of selling prices in standalone transactions. For a lease transaction, revenue is allocated to the equipment
based on the present value of the remaining minimum lease payments. We then compare the allocated equipment fair value to the
range of selling prices in standalone transactions during the period to ensure the allocated equipment fair value approximates average
selling prices. More specifically, revenue related to our offerings is recognized as follows:
Sales Revenue
Sales of Equipment
We sell equipment to our customers, as well as to distributors (re-sellers) throughout the world. We recognize revenue from these
sales when the risks and rewards of ownership transfer to the customer, which is generally upon shipment. We recognize revenue
from the sale of equipment under sales-type leases as equipment revenue at the inception of the lease. We do not typically offer any
rights of return or stock balancing rights. Sales revenue from customized equipment, mail creation equipment and shipping products
is generally recognized when installed.
Sales of Supplies
Revenue related to supplies is recognized at the point of title transfer, which is generally upon shipment.
Standalone Software Sales and Integration Services
We recognize revenue from standalone software licenses upon delivery of the product when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. For software licenses that are included in
a lease contract, we recognize revenue upon shipment of the software unless the lease contract specifies that the license expires at the
end of the lease or the price of the software is deemed not fixed or determinable based on historical evidence of similar software
leases. In these instances, revenue is recognized on a straight-line basis over the term of the lease contract. We recognize revenue
from software requiring integration services at the point of customer acceptance. We recognize revenue related to off-the-shelf
perpetual software licenses upon transfer of title, which is generally upon shipment.
43
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Rentals Revenue
We rent equipment, primarily postage meters and mailing equipment, under short-term rental agreements, generally for periods of
three months to five years. Rental revenue includes revenue from the subscription for digital meter services. We invoice in advance
for postage meter rentals, at various lengths. We initially defer these advanced billings and recognize rental revenue on a straight-line
basis over the invoice period. We defer certain initial direct costs, primarily personnel-related costs, incurred in consummating a
transaction and recognize these costs over the term of the agreement. Initial direct costs expensed in 2011, 2010 and 2009 were $19
million, $27 million and $25 million, respectively. Initial direct costs, included in rental property and equipment, net on our
Consolidated Balance Sheets, were $31 million and $37 million at December 31, 2011 and 2010, respectively.
Financing Revenue
We provide lease financing for our products primarily through sales-type leases. We also provide revolving lines of credit to our
customers for the purchase of postage and related supplies. The vast majority of our leases qualify as sales-type leases using the
present value of minimum lease payments classification criteria. We believe that our sales-type lease portfolio contains only normal
collection risk. Accordingly, we record the fair value of equipment as sales revenue, the cost of equipment as cost of sales and the
minimum lease payments plus the estimated residual value as finance receivables. The difference between the finance receivable and
the equipment fair value is recorded as unearned income and is amortized as income over the lease term using the interest method.
Revenues generated from financing customers for the continued use of equipment subsequent to the expiration of the original lease
term are classified within financing revenue.
Equipment residual values are determined at inception of the lease using estimates of equipment fair value at the end of the lease term.
Estimates of future equipment fair value are based primarily on our historical experience. We also consider forecasted supply and
demand for our various products, product retirement and future product launch plans, end of lease customer behavior, regulatory
changes, remanufacturing strategies, used equipment markets, if any, competition and technological changes. We evaluate residual
values on an annual basis or as changes to the above considerations occur.
Support Services Revenue
We provide support services for our equipment primarily through maintenance contracts. Revenue related to these agreements is
recognized on a straight-line basis over the term of the agreement, which typically is one to five years.
Business Services Revenue
Business services revenue includes revenue from management services, mail services, and marketing services. Management services,
which includes outsourcing of mailrooms, copy centers, or other document management functions, are typically one to five year
contracts that contain a monthly service fee and in many cases a “click” charge based on the number of copies made, machines in use,
etc. Revenue is recognized over the term of the agreement, based on monthly service charges, with the exception of the “click”
charges, which are recognized as earned. Mail services include the preparation, sortation and aggregation of mail to earn postal
discounts and expedite delivery and revenue is recognized as the services are provided. Marketing services include direct mail
marketing services and revenue is recognized over the term of the agreement as the services are provided.
Shipping and Handling
Shipping and handling costs are recorded in cost of revenues.
Product Warranties
We provide product warranties in conjunction with the sale of certain products, generally for a period of 90 days from the date of
installation. We estimate our liability for product warranties based on historical claims experience and other currently available
evidence. Our product warranty liability at December 31, 2011 and 2010 was not material.
Deferred Marketing Costs
We capitalize certain direct mail, telemarketing, Internet, and retail marketing costs, associated with the acquisition of new customers
and recognize these costs over the expected revenue stream ranging from five to nine years. Deferred marketing costs expensed in
2011, 2010 and 2009 were $34 million, $39 million and $44 million, respectively. Deferred marketing costs, included in other assets
on the Consolidated Balance Sheets, were $84 million and $106 million at December 31, 2011 and 2010, respectively. We review
individual marketing programs for impairment on a periodic basis or as circumstances warrant.
Restructuring Charges
Costs associated with exit or disposal activities and restructurings are recognized when the liability is incurred. The cost and related
liability for one-time benefit arrangements is recognized when the costs are probable and reasonably estimable.
44
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Income Taxes
We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the carrying
amounts of assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that
a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable
income during the period in which related temporary differences become deductible. We consider the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in this assessment. Deferred tax assets and liabilities are
measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date of such change.
Earnings per Share
Basic earnings per share is based on the weighted-average number of common shares outstanding during the year. Diluted earnings
per share also includes the dilutive effect of outstanding stock options, restricted stock, preference stock, preferred stock and stock
purchase plans.
Translation of Non-U.S. Currency Amounts
Assets and liabilities of subsidiaries operating outside the U.S. are translated at rates in effect at the end of the period and revenue and
expenses are translated at average monthly rates during the period. Net deferred translation gains and losses are included as a
component of accumulated other comprehensive income.
Derivative Instruments
In the normal course of business, we are exposed to the impact of changes in interest rates and foreign currency exchange rates. We
limit these risks by following established risk management policies and procedures, including the use of derivatives. We do not use
derivatives for trading or speculative purposes.
We use derivative instruments to manage the related cost of debt and to limit the effects of foreign exchange rate fluctuations on
financial results. Derivative instruments typically consist of interest-rate swaps, forward contracts and currency swaps depending
upon the underlying exposure. We record our derivative instruments at fair value, and the accounting for changes in the fair value of
the derivatives depends on the intended use of the derivative, the resulting designation, and the effectiveness of the instrument in
offsetting the risk exposure it is designed to hedge.
To qualify as a hedge, a derivative must be highly effective in offsetting the risk designated for hedging purposes. The hedge
relationship must be formally documented at inception, detailing the particular risk management objective and strategy for the hedge.
The effectiveness of the hedge relationship is evaluated on a retrospective and prospective basis.
The use of derivative instruments exposes us to counterparty credit risk. To mitigate such risks, we enter into contracts with only
those financial institutions that meet stringent credit requirements. We regularly review our credit exposure balances as well as the
creditworthiness of our counterparties.
New Accounting Pronouncements
On January 1, 2011, new accounting guidance became effective addressing the accounting for revenue arrangements with multiple
elements and certain revenue arrangements that include software. This guidance allows companies to allocate consideration in a
multiple element arrangement in a way that better reflects the economics of the transaction and results in the elimination of the
residual method. In addition, tangible products that have software components that are “essential to the functionality” of the tangible
product were scoped out of the software revenue guidance. The adoption of this guidance did not have a material impact on our
financial position, results of operations or cash flows.
In 2011, new guidance was introduced that would eliminate the current option to report other comprehensive income and its
components in the statement of stockholders’ equity, and require an entity to present items of net income and other comprehensive
income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive,
statements. This guidance is effective in the first quarter of 2012, with early adoption permitted. We have elected to early adopt this
guidance effective December 31, 2011 and have presented the components of other comprehensive income in two separate, but
consecutive, statements. The adoption of this guidance only changed the way we present other comprehensive income and its
components, and did not impact our financial position, results of operations or cash flows.
45
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
2. Discontinued Operations
During 2011, we entered into a series of settlements with the IRS in connection with their examinations of our tax years 2001-2008.
We agreed upon both the tax treatment of a number of disputed issues, including issues related to our Capital Services business that
was sold in 2006, and revised tax calculations. As a result of these settlements, an aggregate $264 million benefit was recognized in
discontinued operations.
The net loss in 2010 and 2009 includes the accrual of interest on uncertain tax positions and additional tax associated with the
discontinued operations. The net loss in 2009 also includes after-tax income of $6 million for a bankruptcy settlement and $7 million
related to the expiration of an indemnity agreement associated with the sale of a former subsidiary.
3. Acquisitions
There were no acquisitions during 2011 or 2009.
In July 2010, we acquired Portrait Software plc (Portrait) for $65 million in cash, net of cash acquired. Portrait provides software to
enhance existing customer relationship management systems, enabling clients to achieve improved customer retention and
profitability. The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed is shown below. The
primary items that generated goodwill are the anticipated synergies from the compatibility of the acquired technology with our
existing product and service offerings, and employees of Portrait, neither of which qualify as an amortizable intangible asset. None of
the goodwill will be deductible for tax purposes.
Purchase price allocation:
Current assets
Other non-current assets
Intangible assets
Goodwill
Current liabilities
Non-current liabilities
Purchase price, net of cash acquired
$
$
7,919
6,940
31,332
42,766
(13,014)
(10,793)
65,150
During 2010, we also completed smaller acquisitions for aggregate cash payments of $12 million. These acquisitions did not have a
material impact on our financial results.
The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of
acquisition. Assuming these acquisitions occurred on January 1, 2010 and 2009, total pro forma revenue would have been $5,452
million and $5,620 million for 2010 and 2009, respectively. The pro forma earnings results of these acquisitions were not material to
net income or earnings per share. The pro forma consolidated amounts do not purport to be indicative of actual results that would
have occurred had the acquisitions been completed on January 1, 2010 and 2009, nor do they purport to be indicative of the results
that will be obtained in the future.
46
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
4. Inventories
Inventories at December 31, 2011 and 2010 consisted of the following:
Raw materials and work in process
Supplies and service parts
Finished products
Inventory at FIFO cost
Excess of FIFO cost over LIFO cost
Total inventory, net
5. Fixed Assets
December 31,
2011
2010
$
$
63,216
68,600
71,958
203,774
(25,175)
178,599
$
$
60,465
65,878
68,941
195,284
(26,317)
168,967
Fixed assets at December 31, 2011 and 2010 consist of property, plant and equipment and rental equipment, primarily postage meters,
as follows:
Land
Buildings
Machinery and equipment
Accumulated depreciation
Property, plant and equipment, net
Rental property and equipment
Accumulated depreciation
Rental property and equipment, net
December 31,
2011
23,852
335,625
1,278,332
1,637,809
(1,233,663)
404,146
649,343
(390,632)
258,711
$
$
$
$
2010
26,710
361,463
1,352,295
1,740,468
(1,313,967)
426,501
710,374
(410,204)
300,170
$
$
$
$
Depreciation expense was $214 million, $243 million and $270 million for the years ended December 31, 2011, 2010, and 2009,
respectively. In 2011 and 2010, we recorded asset impairment charges of $13 million and $10 million, respectively, associated with a
restructuring program and included these charges in restructuring charges and asset impairments in the Consolidated Statements of
Income. See Note 14 for further details.
47
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
6. Intangible Assets and Goodwill
Intangible assets
Intangible assets at December 31, 2011 and 2010 consisted of the following:
Gross
Carrying
Amount
Customer relationships $
Supplier relationships
409,489
29,000
December 31, 2011
December 31, 2010
Accumulated
Amortization
(237,536)
(19,213)
$
Net
Carrying
Amount
$ 171,953
9,787
Gross
Carrying
Amount
$ 453,523
29,000
Accumulated
Amortization
(229,143)
(16,192)
$
Net
Carrying
Amount
$ 224,380
12,808
Mailing software
and technology
Trademarks
and trade names
Non-compete
agreements
170,286
(143,456)
26,830
172,188
(118,390)
53,798
33,908
(30,076)
3,832
36,322
(30,224)
6,098
7,564
(7,363)
201
$
650,247
$
(437,644)
$ 212,603
7,845
$ 698,878
$
(7,486)
(401,435)
359
$ 297,443
In 2011, intangible asset impairment charges of $12 million associated with our International Mailing Services operations (IMS)
within our Mail Services segment and $5 million associated with the international operations of our Management Services segment
(PBMSi) were recorded. Theses charges were recorded to restructuring charges and asset impairments in the Consolidated Statements
of Income. See Goodwill section below and Note 14 for further details.
Amortization expense for intangible assets was $58 million, $61 million and $69 million for the years ended December 31, 2011, 2010
and 2009, respectively. The future amortization expense related to intangible assets as of December 31, 2011 is as follows:
Year ended December 31,
2012
2013
2014
2015
2016
Thereafter
Amount
45,213
41,530
37,111
32,974
18,824
36,951
212,603
$
$
Actual amortization expense may differ from the amounts above due to, among other things, future acquisitions, impairments,
accelerated amortization or fluctuations in foreign currency exchange rates.
Goodwill
In 2011, goodwill impairment charges of $130 million were recorded. Due to continuing underperformance of our international
mailing services (IMS) operations and based on information developed during the early stages of our annual budgeting and long-term
planning process started in the third quarter, a goodwill impairment charge of $46 million was recorded. In addition, based on the
results of our annual goodwill impairment review, management determined that goodwill for PBMSi was impaired and an impairment
charge of $84 million was recorded. See Note 1 for a description of our goodwill impairment policy.
48
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The changes in the carrying amount of goodwill, by reporting segment, for the years ended December 31, 2011 and 2010 are as
follows:
Balance at
December 31,
2010 (1)
Impairment
Other (2)
North America Mailing
International Mailing
Small & Medium Business Solutions
$
$
357,918
181,530
539,448
$
-
-
-
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total
141,476
678,101
494,433
259,102
194,233
1,767,345
2,306,793
$
$
-
-
(84,500)
(45,650)
-
(130,150)
(130,150)
$
Balance at
December 31,
2009 (1)
Acquired
during the
period
North America Mailing
International Mailing
Small & Medium Business Solutions
$
$
366,683
188,180
554,863
$
-
-
-
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total
143,619
633,938
500,055
259,632
194,797
1,732,041
2,286,904
$
$
-
47,354
-
-
-
47,354
47,354
$
(5,021)
(5,245)
(10,266)
(1,105)
(10,977)
(7,210)
3
-
(19,289)
(29,555)
Other (2)
(8,765)
(6,650)
(15,415)
(2,143)
(3,191)
(5,622)
(530)
(564)
(12,050)
(27,465)
Balance at
December 31,
2011
352,897
176,285
529,182
$
140,371
667,124
402,723
213,455
194,233
1,617,906
2,147,088
$
Balance at
December 31,
2010
357,918
181,530
539,448
$
141,476
678,101
494,433
259,102
194,233
1,767,345
2,306,793
$
(1) Prior year amounts have been reclassified to conform to the current year presentation.
(2) Other includes foreign currency translation and purchase price allocation adjustments.
7. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are composed of the following:
Accounts payable - trade
Reserve account deposits
Accrued salaries, wages and commissions
Accrued restructuring charges
Miscellaneous accounts payable and accrued liabilities
Accounts payable and accrued liabilities
December 31,
2011
334,036
602,974
239,282
119,111
545,062
1,840,465
$
$
2010
333,220
567,620
246,237
113,200
568,478
1,828,755
$
$
Reserve account deposits represent customers’ prepayment of postage held by our subsidiary, The Pitney Bowes Bank. See Note 17
for further details.
49
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
8. Debt
Notes payable
Term loan due 2012
4.625% notes due 2012 (1)
3.875% notes due 2013
4.875% notes due 2014 (2)
5.000% notes due 2015
4.750% notes due 2016
5.750% notes due 2017
4.750% notes due 2018 (3)
5.600% notes due 2018 (4)
6.250% notes due 2019 (5)
5.250% notes due 2037 (6)
Other (7)
Total debt
Notes payable and current portion long-term debt
Long-term debt
$
December 31,
2011
2010
-
150,000
400,000
375,000
450,000
400,000
500,000
500,000
350,000
250,000
300,000
500,000
58,909
4,233,909
550,000
3,683,909
$
50,000
150,000
400,000
375,000
450,000
400,000
500,000
500,000
350,000
250,000
300,000
500,000
64,248
4,289,248
50,000
4,239,248
Notes payable consists of commercial paper borrowings. There were no commercial paper borrowings outstanding at December 31,
2011. At December 31, 2010, $50 million of commercial paper borrowings were outstanding at an effective interest rate of 0.32%.
Interest under the Term Loan is based on three-month LIBOR plus 42 basis points. Interest is payable and the interest rate resets
every three months.
(1) In 2009, we entered into interest rate swap agreements with an aggregate notional value of $400 million that effectively convert
the fixed rate interest payments on this debt issue into variable interest rates. We pay a weighted-average variable rate based on one-
month LIBOR plus 249 basis points and receive a fixed rate of 4.625%. The weighted-average rate paid during 2011 and 2010 was
2.8%.
(2) In 2011, we entered into interest rate swap agreements with an aggregate notional value of $450 million that effectively convert
the fixed rate interest payments on this debt issue into variable interest rates. We pay a weighted-average variable rate based on three-
month LIBOR plus 305 basis points and receive a fixed rate of 4.875%. The weighted-average rate paid during 2011 was 3.5%.
(3) In 2008, we received $44 million, excluding accrued interest when we unwound an interest rate swap that effectively converted
the fixed rate interest payments on this debt issue into variable interest rates. This amount is being amortized as a reduction of interest
expense over the remaining term of the notes reducing the effective interest rate to 3.2%.
(4) In 2010, we received $32 million, excluding accrued interest when we unwound two interest rate swaps that effectively converted
the fixed rate interest payments on this debt issue into variable interest rates. This amount is being amortized as a reduction of interest
expense over the remaining term of the notes, reducing the effective interest rate to 3.7%.
(5) In 2009, we issued $300 million, 6.25% 10-year fixed rate notes and simultaneously unwound four forward swap agreements used
to hedge the interest rate risk associated with the forecasted issuance of this fixed rate debt. In connection with the unwinding of these
swaps, we paid $20 million, which is being amortized as additional interest expense over the term of the notes, increasing the effective
interest rate to 6.9%.
(6) This note contains an option that gives bondholders the right to redeem at par, in whole or in part, on January 15, 2017,
outstanding principal plus accrued interest.
(7) Other consists of the unamortized net proceeds received from unwinding of interest rate swaps, the mark-to-market adjustment of
interest rate swaps and debt discounts and premiums.
50
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
We have a committed line of credit of $1.25 billion to support commercial paper issuances. As of December 31, 2011, we had not
drawn upon the line of credit. Fees paid to maintain the line of credit were $1 million, $2 million and $1 million in 2011, 2010 and
2009, respectively.
Annual maturities of outstanding long-term debt at December 31, 2011 are as follows: 2012 – $550 million; 2013 – $375 million;
2014 – $450 million; 2015 – $400 million; 2016 – $500 million; and $1,900 million thereafter.
9. Income Taxes
The provision for income taxes from continuing operations consists of the following:
U.S. Federal:
Current
Deferred
U.S. State and Local:
Current
Deferred
International:
Current
Deferred
Total Current
Total Deferred
Total provision for income taxes
Years ended December 31,
2010
2009
2011
$
$
(87,713)
135,305
47,592
31,726
(15,546)
16,180
66,214
(85,401)
(19,187)
10,227
34,358
44,585
$
$
170,175
(24,632)
145,543
26,523
(17,518)
9,005
43,459
7,763
51,222
240,157
(34,387)
205,770
$
$
188,272
18,979
207,251
30,981
(13,067)
17,914
31,848
(16,859)
14,989
251,101
(10,947)
240,154
The components of income from continuing operations are as follows:
U.S.
International
Total
Years ended December 31,
2010
2009
2011
$
$
408,934
5,347
414,281
$
$
390,911
143,666
534,577
$
$
552,636
140,540
693,176
The effective tax rate for continuing operations for 2011, 2010 and 2009 was 10.8%, 38.5% and 34.6%, respectively. The effective
tax rate for 2011 includes $90 million of tax benefits from the IRS tax settlements (see Other Matters below), a $34 million tax benefit
from the sale of non-U.S. leveraged lease assets and a $4 million charge from the write-off of deferred tax assets associated with the
expiration of out-of-the-money vested stock options and the vesting of restricted stock units previously granted to our employees. In
addition, the effective tax rate for 2011 was increased due to a reduced tax benefit associated with the goodwill impairment charges.
The effective tax rate for 2010 includes $16 million of tax benefits associated with previously unrecognized deferred taxes on outside
basis differences, a $15 million charge for the write-off of deferred tax assets associated with the expiration of out-of-the-money
vested stock options and the vesting of restricted stock units previously granted to our employees and a $9 million charge for the
write-off of deferred tax assets related to the U.S. health care reform legislation that eliminated the tax deduction for retiree health care
costs to the extent of federal subsidies received by companies that provide retiree prescription drug benefits equivalent to Medicare
Part D coverage.
51
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The effective rate for 2009 included a charge of $13 million for the write-off of deferred tax assets associated with the expiration of
out-of-the-money vested stock options and the vesting of restricted stock, offset by $13 million of tax benefits from retirement of
intercompany obligations and the repricing of leveraged lease transactions.
The items accounting for the difference between income taxes computed at the federal statutory rate and our provision for income
taxes consist of the following:
Federal statutory provision
State and local income taxes
Impact of foreign operations
Tax exempt income/reimbursement
Federal income tax credits/incentives
Unrealized stock compensation benefits
U.S. health care reform tax change
Outside basis differences
Goodwill impairment
Settlements with the IRS
Other, net
Provision for income taxes
2011
2010
2009
$
$
144,998
10,135
(41,669)
(2,674)
(10,741)
3,538
-
-
31,095
(90,227)
130
44,585
$
$
187,103
5,853
13,938
(2,352)
(7,580)
15,149
9,070
(15,798)
-
-
387
205,770
$
$
242,612
11,109
(18,037)
(2,748)
(4,792)
12,852
-
-
-
-
(842)
240,154
The components of our deferred tax liabilities and assets are as follows:
Deferred tax liabilities:
Depreciation
Deferred profit (for tax purposes) on sale to finance subsidiary
Lease revenue and related depreciation
Amortizable intangibles
Other
Deferred tax liabilities
$
Deferred tax assets:
Nonpension postretirement benefits
Pension
Inventory and equipment capitalization
Restructuring charges
Long-term incentives
Net operating loss and tax credit carry forwards
Tax uncertainties gross-up
Other
Valuation allowance
Deferred tax assets
December 31,
2011
2010
$
69,092
157,397
422,541
99,980
49,044
798,054
198,379
40,956
24,806
8,185
37,019
180,281
46,773
99,996
(111,438)
524,957
49,351
229,364
480,611
117,207
43,813
920,346
104,847
127,042
28,546
22,348
39,781
153,754
144,672
116,834
(104,441)
633,383
Net deferred tax liabilities
Less: amounts included in other balance sheet accounts
Deferred taxes on income
273,097
97,153
175,944
$
286,963
25,845
261,118
$
As of December 31, 2011 and 2010, approximately $286 million and $266 million, respectively, of foreign net operating loss carry
forwards were available to us. Most of these losses can be carried forward indefinitely.
52
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
It has not been necessary to provide for income taxes on $940 million of cumulative undistributed earnings of subsidiaries outside the
United States. These earnings will be either indefinitely reinvested or remitted substantially free of additional tax. Determination of
the liability that would be incurred if all of these earnings were remitted to the U.S. is not practicable. However, we estimate that
withholding taxes on such remittances would approximate $17 million.
Uncertain Tax Positions
A reconciliation of the amount of unrecognized tax benefits at December 31, 2011, 2010 and 2009 is as follows:
Balance at beginning of year
Increases from prior period positions
Decreases from prior period positions
Increases from current period positions
Decreases from current period positions
Decreases relating to settlements with tax authorities
Reductions from lapse of applicable statute of limitations
Balance at end of year
$
$
2011
531,790
67,065
(140,107)
28,686
-
(18,204)
(270,595)
198,635
$
$
2010
515,565
17,775
(27,669)
43,804
(8,689)
(1,434)
(7,562)
531,790
$
$
2009
434,164
65,540
(7,741)
42,696
-
(3,173)
(15,921)
515,565
The amount of the unrecognized tax benefits at December 31, 2011, 2010 and 2009 that would affect the effective tax rate if
recognized was $160 million, $249 million and $225 million, respectively.
Tax authorities continually examine our tax filings. On a regular basis, we conclude tax return examinations, statutes of limitations
expire, and court decisions interpret tax law. We regularly assess tax uncertainties in light of these developments. As a result, it is
reasonably possible that the amount of our unrecognized tax benefits will decrease in the next 12 months, and we expect this change
could be up to one-third of our unrecognized tax benefits. We recognize interest and penalties related to uncertain tax positions in our
provision for income taxes or discontinued operations as appropriate. During the years ended December 31, 2011, 2010 and 2009, we
recorded $(83) million, $15 million and $32 million, respectively, in interest and penalties primarily in discontinued operations. We
had $67 million and $202 million accrued for the payment of interest and penalties at December 31, 2011 and 2010, respectively.
Other Tax Matters
We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the
related financial statement implications. Tax reserves have been established which we believe to be appropriate given the possibility
of tax adjustments. Determining the appropriate level of tax reserves requires us to exercise judgment regarding the uncertain
application of tax law. The amount of reserves is adjusted when information becomes available or when an event occurs indicating a
change in the reserve is appropriate. Future changes in tax reserve requirements could have a material impact on our results of
operations.
As is the case with other large corporations, we are continually under examination by tax authorities in the United States, other
countries and local jurisdictions in which we have operations. Except for a dispute arising out of a partnership investment, the IRS
examination of tax years 2001-2004 is closed to audit and the examination of years 2005-2008 is estimated to be closed to audit within
the next 12 months. During the year, in connection with the examinations of our 2001-2008 tax years, we entered into a series of
settlements with the IRS under which we agreed upon both the tax treatment of a number of disputed issues, including issues related to
our Capital Services business that was sold in 2006, and revised tax calculations. Based on these developments, we recognized $90
million of tax benefits through continuing operations and $264 million through discontinued operations. Our additional liability for
tax and interest arising from the 2001-2008 IRS examinations was approximately $400 million, which was previously paid through the
purchase of tax bonds.
We have other domestic and international tax filings currently under examination or subject to examination. We believe we have
established tax reserves that are appropriate given the possibility of tax adjustments. However, depending upon the size of the reserve
as compared to the ultimate determination of such matters, the resolution could have a material impact, positive or negative, on our
results of operations, financial position and cash flows.
53
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
10. Noncontrolling Interests (Preferred Stockholders’ Equity in Subsidiaries)
In 2009, Pitney Bowes International Holdings, Inc. (PBIH), a subsidiary, issued 300,000 shares, or $300 million, of perpetual voting
preferred stock (the Preferred Stock) to certain outside institutional investors. The holders of the Preferred Stock are entitled as a
group to 25% of the combined voting power of all classes of capital stock of PBIH. All outstanding common stock of PBIH,
representing the remaining 75% of the combined voting power of all classes of capital stock, is owned directly or indirectly by the
Company. The Preferred Stock is entitled to cumulative dividends at a rate of 6.125% for a period of seven years after which it
becomes callable and, if it remains outstanding, will yield a dividend that increases by 50% every six months thereafter.
Also in 2009, PBIH redeemed all of the then outstanding 3,750,000 shares of variable term voting preferred stock owned by certain
outside institutional investors for $375 million. These preferred shares were entitled as a group to 25% of the combined voting power
of all classes of capital stock of PBIH. All outstanding common stock of PBIH, representing the remaining 75% of the combined
voting power of all classes of capital stock, was owned directly or indirectly by the Company.
Preferred Stock dividends were $18 million, $18 million and $21 million for the years ended December 31, 2011, 2010 and 2009,
respectively. The dividend amount for 2009 includes an expense of $3 million associated with the redemption of the $375 million
variable term voting preferred stock. No dividends were in arrears at December 31, 2011 or December 31, 2010.
The carrying value of the Preferred Stock is reported as Noncontrolling interests (Preferred stockholders’ equity in subsidiaries) on the
Consolidated Balance Sheets. There was no change in the carrying value of noncontrolling interests during the years ended December
31, 2011 and 2010.
11. Stockholders’ Deficit
At December 31, 2011, 480,000,000 shares of common stock, 600,000 shares of cumulative preferred stock, and 5,000,000 shares of
preference stock were authorized. The following table summarizes the preferred, preference and common stock, net of treasury
shares, outstanding.
Balance, December 31, 2008
Repurchase of common stock
Issuances of common stock
Conversions to common stock
Balance, December 31, 2009
Repurchase of common stock
Issuances of common stock
Conversions to common stock
Balance, December 31, 2010
Repurchase of common stock
Issuances of common stock
Conversions to common stock
Balance, December 31, 2011
Preferred
Stock
Preference
Stock
135
-
-
(50)
85
-
-
-
85
-
-
-
85
36,056
-
-
(3,977)
32,079
-
-
(4,296)
27,783
-
-
(3,447)
24,336
Issued
323,337,912
-
-
-
323,337,912
-
-
-
323,337,912
-
-
-
323,337,912
Common Stock
Treasury
(117,156,719)
-
949,689
66,946
(116,140,084)
(4,687,304)
876,794
43,684
(119,906,910)
(4,692,200)
963,448
48,820
(123,586,842)
Outstanding
206,181,193
207,197,828
203,431,002
199,751,070
The preferred stock (4% preferred stock) is entitled to cumulative dividends at a rate of $2 per year and can be converted into 24.24
shares of common stock, subject to adjustment in certain events. The 4% preferred stock is redeemable at our option at a price of $50
per share, plus dividends accrued through the redemption date. At December 31, 2011, there were 2,060 shares of common stock
reserved for issuance upon conversion of the 4% preferred stock.
The preference stock ($2.12 preference stock) is entitled to cumulative dividends at a rate of $2.12 per year and can be converted into
16.53 shares of common stock, subject to adjustment in certain events. The $2.12 preference stock is redeemable at our option at a
price of $28 per share. At December 31, 2011, there were 402,274 shares of common stock reserved for issuance upon conversion of
the $2.12 preference stock.
54
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The Board of Directors determines the dividend rate, terms of redemption, terms of conversion (if any) and other pertinent features of
future issuances of preferred and preference stock. Cash dividends paid on common stock were $1.48 per share, $1.46 per share and
$1.44 per share for 2011, 2010, and 2009, respectively. At December 31, 2011, 38,565,913 shares of common stock were reserved for
issuance under our dividend reinvestment and other corporate plans.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follow:
Foreign currency translation adjustments
Net unrealized loss on derivatives
Net unrealized gain on investment securities
Net unamortized loss on pension and postretirement plans
Accumulated other comprehensive loss
12. Stock Plans
Stock-based compensation expense was as follows:
Stock options
Restricted stock units
Employee stock purchase plans
Pre-tax stock-based compensation
$
$
$
$
2011
83,952
(8,438)
4,387
(741,546)
(661,645)
2010
137,521
(10,445)
1,439
(602,321)
(473,806)
$
$
2009
153,206
(11,738)
649
(601,909)
(459,792)
$
$
Years ended December 31,
2010
2009
2011
4,663
14,285
-
18,948
$
$
5,371
15,081
-
20,452
$
$
6,649
14,888
224
21,761
The following table shows stock-based compensation expense as included in the Consolidated Statements of Income:
Cost of equipment sales
Cost of support services
Cost of business services
Selling, general and administrative
Research and development
Pre-tax stock-based compensation
Income tax
Stock-based compensation expense, net
Basic earnings per share impact
Diluted earnings per share impact
Years ended December 31,
2010
2009
2011
1,292
557
770
15,689
640
18,948
(6,170)
12,778
0.06
0.06
$
$
$
$
1,397
602
831
16,936
686
20,452
(7,265)
13,187
$
$
0.06
$
0.06
$
1,486
640
884
18,020
731
21,761
(7,458)
14,303
0.07
0.07
$
$
$
$
At December 31, 2011, $19 million of unrecognized compensation cost related to non-vested stock options and restricted stock units is
expected to be recognized over a weighted-average period of 0.7 years.
Stock Plans
Long-term incentive awards are provided to employees under the terms of our plans. The Executive Compensation Committee of the
Board of Directors administers these plans. Awards granted under these plans may include stock options, restricted stock units, other
stock-based awards, cash or any combination thereof. We settle employee stock compensation awards with treasury shares. Our
55
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
stock-based compensation awards require a minimum requisite service period of one year for retirement eligible employees to vest.
At December 31, 2011, there were 16,903,013 shares available for future grants under our stock plans.
Stock Options
Under our stock option plan, certain officers and employees are granted options at prices equal to the market value of our common
shares at the date of grant. Options granted in 2008 generally become exercisable in four equal installments during the first four years
following their grant and expire ten years from the date of grant. Options granted on or after 2009 generally become exercisable in
three equal installments during the first three years following their grant and expire ten years from the date of grant.
The following tables summarize information about stock option activity during 2011:
Options outstanding at December 31, 2010
Granted
Exercised
Cancelled
Forfeited
Options outstanding at December 31, 2011
Per share
weighted-
average exercise
price
$37.38
$26.07
$25.15
$37.61
$27.27
$36.42
Shares
14,506,522
1,312,910
(55,484)
(1,266,537)
(25,947)
14,471,464
Options exercisable at December 31, 2011
11,478,630
$39.13
The options exercisable at December 31, 2011 had no intrinsic value. The intrinsic value of options exercised in 2011 was less than
$1 million. No options were exercised during 2010 and 2009.
The following table summarizes information about stock options outstanding and exercisable at December 31, 2011:
Options Outstanding
Options Exercisable
Range of per
share exercise
prices
$22.09 - $30.99
$31.00 - $36.99
$37.00 - $42.99
$43.00 - $48.03
Number
3,986,021
3,207,738
3,842,311
3,435,394
14,471,464
Per share
weighted-
average
exercise
price
$24.23
$34.71
$41.12
$46.90
$36.42
Weighted-
average
remaining
contractual
life
8.0 years
3.6 years
2.4 years
4.7 years
4.5 years
Number
1,370,704
2,830,221
3,842,311
3,435,394
11,478,630
Per share
weighted-
average
exercise
price
$23.78
$34.42
$41.12
$46.90
$39.13
Weighted-
average
remaining
contractual
life
7.4 years
3.3 years
2.4 years
3.7 years
3.6 years
We estimate the fair value of stock options using a Black-Scholes valuation model. Key input assumptions used to estimate the fair
value of stock options include the volatility of our stock, the risk-free interest rate and our dividend yield. Our estimates of stock
volatility are based on historical price changes of our stock. The risk-free interest rate is based on U.S. treasuries with a term equal to
the expected option term. The expected life, or holding period, of the award is based on historical experience.
We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating
the fair value of our stock option grants. Estimates of fair value are not intended to predict actual future events or the value ultimately
realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original
estimates of fair value.
56
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The fair value of stock options granted and related assumptions are as follows:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life – years
Weighted-average fair value per option granted
Restricted Stock Units
2011
6.1%
26.1%
3.3%
7.4
$3.45
Years ended December 31,
2010
6.1%
25.6%
3.2%
7.3
$2.82
2009
4.5%
21.4%
2.4%
7.5
$3.04
Restricted stock units are granted to employees and entitle the holder to shares of common stock as the units vest, typically over a four
year service period. The fair value of the units is determined on the grant date based on our stock price at that date less the present
value of expected dividends. The following table summarizes information about restricted stock units during 2011:
Restricted stock units outstanding at December 31, 2010
Granted
Vested
Forfeited
Restricted stock units outstanding at December 31, 2011
Units / Shares
1,637,242
662,049
(543,688)
(126,548)
1,629,055
Weighted-average
grant date fair value
$25.55
$22.44
$26.89
$23.12
$22.33
The intrinsic value of restricted stock units outstanding at December 31, 2011 was $30 million. The intrinsic value of restricted stock
units vested during 2011, 2010 and 2009 was $13 million, $9 million and $5 million, respectively.
Employee Stock Purchase Plans (ESPP)
Substantially all U.S. and Canadian employees can purchase shares of our common stock at an offering price of 95% of the average
price of our common stock on the New York Stock Exchange on the offering date. At no time will the exercise price be less than the
lowest price permitted under Section 423 of the Internal Revenue Code. We may grant rights to purchase up to 5,108,794 common
shares under the ESPP. We granted rights to purchase 258,667 shares, 318,556 shares and 540,660 shares in 2011, 2010 and 2009,
respectively.
Directors’ Stock Plan
Under this plan, each non-employee director is granted 2,200 shares of restricted common stock annually. The shares carry full voting
and dividend rights but, except as provided herein, may not be transferred or alienated until the later of (1) termination of service as a
director, or, if earlier, the date of a change of control, or (2) the expiration of the six-month period following the grant of such shares.
If a director terminates service as a director prior to the expiration of the six-month period following a grant of restricted stock, that
award will be forfeited. The Directors’ Stock Plan permits certain limited dispositions of restricted common stock to family members,
family trusts or partnerships, as well as donations to charity after the expiration of the six-month holding period, provided the director
retains a minimum of 7,500 shares of restricted common stock. We granted 22,000 shares to non-employee directors in 2011, and
26,400 shares in 2010 and 2009. Compensation expense, net of taxes, was less than $1 million in each of the years ended December
31, 2011, 2010 and 2009.
57
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
13. Fair Value Measurements and Derivative Instruments
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. An entity is required to classify certain assets and
liabilities measured at fair value based on the following fair value hierarchy that prioritizes the inputs used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities
in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity, may be derived from internally developed
methodologies based on management’s best estimate of fair value and that are significant to the fair value of the asset or liability.
The following tables show, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair
value on a recurring basis at December 31, 2011 and December 31, 2010, respectively. Financial assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of
a particular input to the fair value measurement requires judgment and may affect placement within the fair value hierarchy.
58
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Level 1
Level 2
Level 3
Total
December 31, 2011
Assets:
Investment securities
Money market funds/commercial paper
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Debt securities - corporate notes and bonds
Mortgage-backed/asset-backed securities
Derivatives
Interest rate swaps
Foreign exchange contracts
Total assets
Liabilities:
Derivatives
Foreign exchange contracts
Total liabilities
Assets:
Investment securities
Money market funds/commercial paper
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Debt securities - corporate notes and bonds
Mortgage-backed/asset-backed securities
Derivatives
Interest rate swaps
Foreign exchange contracts
Total assets
Liabilities:
Derivatives
Foreign exchange contracts
Total liabilities
$
$
$
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
$
$
539,859
22,097
27,747
112,217
31,467
134,262
15,465
4,230
887,344
(1,439)
(1,439)
Total
257,605
23,410
27,158
95,396
16,343
94,994
10,280
2,887
528,073
(6,907)
(6,907)
$
239,157
-
-
93,175
-
-
-
-
332,332
$
300,702
22,097
27,747
19,042
31,467
134,262
15,465
4,230
555,012
$
$
-
-
$
$
(1,439)
(1,439)
$
$
Level 1
Level 2
Level 3
December 31, 2010
$
256,074
-
-
74,425
-
-
-
-
330,499
$
1,531
23,410
27,158
20,971
16,343
94,994
10,280
2,887
197,574
$
$
-
-
$
$
(6,907)
(6,907)
$
$
59
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Investment Securities
For our investments, we use the market approach for recurring fair value measurements and the valuation techniques use inputs that
are observable, or can be corroborated by observable data, in an active marketplace. The following information relates to our
classification into the fair value hierarchy:
• Money Market Funds / Commercial Paper: Money market funds typically invest in government securities, certificates of deposit,
commercial paper and other highly liquid, low-risk securities. Money market funds are principally used for overnight deposits
and are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when they are not
actively traded on an exchange. Direct investments in commercial paper are not listed on an exchange in an active market and are
classified as Level 2.
• Equity Securities: Equity securities are comprised of mutual funds investing in U.S. and foreign common stock. These mutual
funds are not listed on an exchange in an active market and are classified as Level 2.
• Commingled Fixed Income Securities: Mutual funds that invest in a variety of fixed income securities including securities of the
U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Value of the funds is
based on the net asset value (NAV) per unit as reported by the fund manager. NAV is based on the market value of the
underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding. These
commingled funds are not listed on an exchange in an active market and are classified as Level 2.
• Debt Securities – U.S. and Foreign Governments, Agencies and Municipalities: Debt securities are classified as Level 1 where
active, high volume trades for identical securities exist. Valuation adjustments are not applied to these securities. Debt securities
valued using quoted market prices for similar securities or benchmarking model derived prices to quoted market prices and trade
data for identical or comparable securities are classified as Level 2.
• Debt Securities – Corporate: Corporate debt securities are valued using recently executed transactions, market price quotations
where observable, or bond spreads of securities with identical maturities. These securities are classified as Level 2.
• Mortgage-Backed Securities (MBS) / Asset-Backed Securities (ABS): These securities are valued based on external pricing
indices. When external index pricing is not observable, MBS and ABS are valued based on external price/spread data. These
securities are classified as Level 2.
Investment securities include investments by The Pitney Bowes Bank (PBB). PBB is a wholly owned subsidiary and a Utah-chartered
Industrial Loan Company (ILC). The bank’s investments at December 31, 2011 were $282 million and were reported in the
Consolidated Balance Sheets as cash and cash equivalents of $28 million, short-term investments of $11 million and other assets of
$243 million. The bank’s investments at December 31, 2010 were $246 million and were reported as cash and cash equivalents of $61
million, short-term investments of $27 million and other assets of $158 million.
We have not experienced any other than temporary impairments in our investment portfolio. The majority of our MBS are guaranteed
by the U.S. government. Market events have not caused our money market funds to experience declines in their net asset value below
$1.00 per share or to impose limits on redemptions. We have no investments in inactive markets which would warrant a possible
change in our pricing methods or classification within the fair value hierarchy. Further, we have no investments in auction rate
securities.
Derivative Instruments
As required by the fair value measurements guidance, we have incorporated counterparty credit risk and our credit risk into the fair
value measurement of our derivative assets and liabilities, respectively. We derive credit risk from observable data related to credit
default swaps. We have not seen a material change in the creditworthiness of those banks acting as derivative counterparties.
The valuation of our interest rate swaps is based on the income approach using a model with inputs that are observable or that can be
derived from or corroborated by observable market data. The valuation of our foreign exchange derivatives is based on the market
approach using observable market inputs, such as forward rates.
60
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The following is a summary of our derivative fair values at December 31, 2011 and 2010:
Designation of Derivatives
Balance Sheet Location
Derivatives designated as hedging
instruments
Other current assets and prepayments:
Fair Value at December 31,
2010
2011
Foreign exchange contracts
$
780
$
160
Other assets:
Interest rate swaps
Accounts payable and accrued
liabilities:
Foreign exchange contracts
Derivatives not designated as
hedging instruments
Other current assets and prepayments:
Foreign exchange contracts
Accounts payable and accrued
liabilities:
Foreign exchange contracts
Total Derivative Assets
Total Derivative Liabilities
Total Net Derivative Assets
15,465
10,280
79
716
3,450
2,727
1,360
$
$
19,695
1,439
18,256
$
$
6,191
13,167
6,907
6,260
Interest Rate Swaps
Derivatives designated as fair value hedges include interest rate swaps related to fixed rate debt. Changes in the fair value of both the
interest rate swaps and the underlying debt are recognized in earnings as interest expense. At December 31, 2011, we have
outstanding interest rate swaps with an aggregate notional value of $850 million that effectively convert fixed rate interest payments
on the $400 million 4.625% notes due in 2012 and the $450 million 4.875% notes due in 2014 into variable rates. See Note 8 for
further details. The aggregate fair value of these interest rate swaps at December 31, 2011 and 2010 was an asset of $15 million and
$10 million, respectively.
The following represents the results of our interest rate swaps for the years ended December 31, 2011 and 2010:
Derivative Instrument
Interest rate swaps
Location of Gain (Loss)
Interest expense
2011
11,583
$
2010
13,261
$
$
Derivative Gain Recognized
in Earnings
Hedged Item Expense
Recognized in Earnings
2010
2011
$ (26,667)
(33,125)
Foreign Exchange Contracts
We enter into foreign currency exchange contracts arising from the anticipated purchase of inventory between affiliates and from third
parties. These contracts are designated as cash flow hedges. The effective portion of the gain or loss on the cash flow hedges is
included in accumulated other comprehensive income (AOCI) in the period that the change in fair value occurs and is reclassified to
earnings in the period that the hedged item is recorded in earnings. At December 31, 2011 and 2010, we had outstanding contracts
with a notional amount of $19 million and $25 million, respectively. These contracts had a net asset value of $1 million at December
31, 2011 and a net liability value of $1 million at December 31, 2010.
As of December 31, 2011, all of the derivative loss recognized in AOCI will be recognized in earnings within the next 12 months. No
amount of ineffectiveness was recorded in earnings for these designated cash flow hedges.
61
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The following represents the results of cash flow hedging relationships for the years ended December 31, 2011 and 2010:
Derivative Instrument
Foreign exchange contracts
Derivative Gain (Loss)
Recognized in AOCI
(Effective Portion)
2010
2011
$
2,141
$
(470)
Location of Gain (Loss)
(Effective Portion)
Revenue
Cost of sales
Gain (Loss) Reclassified
from AOCI to Earnings
(Effective Portion)
2011
$
$
(166)
(719)
(885)
$
$
2010
1,024
(452)
572
We also enter into foreign exchange contracts to minimize the impact of exchange rate fluctuations on short-term intercompany loans
and related interest that are denominated in a foreign currency. The revaluation of the intercompany loans and interest and the mark-
to-market on the derivatives are both recorded to earnings. At December 31, 2011, outstanding foreign exchange contracts to buy or
sell various currencies had a net asset value of $2 million. The contracts mature by March 30, 2012. At December 31, 2010,
outstanding foreign exchange contracts to buy or sell various currencies had a net liability value of $3 million.
The following represents the results of our non-designated derivative instruments for the years ended December 31, 2011 and 2010:
Derivative Instrument
Location of Derivative Gain (Loss)
Foreign exchange contracts
Selling, general and administrative expense
$
Derivative Gain (Loss)
Recognized in Earnings
2010
2011
(22,158)
(17,214)
$
Credit-Risk-Related Contingent Features
We are not required to post collateral with respect to our derivative instruments; however, certain derivative instruments contain
provisions that would require us to post collateral if our long-term senior unsecured debt ratings fall below BB- / Ba3. At December
31, 2011, our long-term senior unsecured debt ratings were BBB+ / A2. Based on derivative values at December 31, 2011, had our
long-term debt ratings fallen below BB- / Ba3, we would have been required to post $1 million in collateral.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, investment securities, accounts receivable, loans receivable, accounts
payable, notes payable, long-term debt and derivative instruments. The carrying value for cash and cash equivalents, accounts
receivable, accounts payable and notes payable approximate fair value because of the short maturity of these instruments. The
carrying values and estimated fair value of our remaining financial instruments at December 31, 2011 and 2010 was as follows:
Investment securities
Loan receivables
Derivatives, net
Debt
December 31, 2011
December 31, 2010
Carrying value
860,614
$
454,838
$
$
18,256
4,233,909
$
$
$
$
$
Fair value
Carrying value
Fair value
867,649
454,838
18,256
4,364,176
$
$
$
$
538,562
459,235
6,260
4,289,248
$
$
$
$
540,697
459,235
6,260
4,376,834
The following methods were used to estimate the fair values of other financial instruments:
Investment securities – the fair value of investment securities was based on quoted market prices on an active exchange where
available or based on quoted market prices for similar securities, benchmarking model derived prices, bond spreads or other
observable data.
Loan receivables – the fair value of loan receivables is based on anticipated cash flows, which approximates carrying value.
Debt – The fair value of debt is estimated based on quoted market prices for the identical issue when traded in an active market.
When a quoted market price is not available, the fair value is determined using rates currently available to the Company for debt with
similar terms and remaining maturities.
62
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
14. Restructuring Charges and Asset Impairments
2009 Program
In 2009, we announced that we were undertaking a series of strategic transformation initiatives designed to transform and enhance the
way we operate as a global company (the 2009 Program). The program aims to enhance our responsiveness to changing market
conditions and create improved processes and systems to further enable us to invest in future growth in areas such as our global
customer interactions and product development processes. Total pre-tax costs for this program costs were approximately $385
million. At the end of 2011, the 2009 Program is substantially completed and we do not anticipate any further significant charges
under this program. Most of the costs were cash-related charges. The majority of the remaining restructuring payments are expected
to be paid over the next 12 – 24 months. Due to certain international labor laws and long-term lease agreements, some payments will
extend beyond 24 months. We expect that cash flows from operations will be sufficient to fund these payments.
During 2011, we recorded pre-tax restructuring charges and asset impairments associated with this program of $138 million, which
included $103 million for employee severance and benefits costs, an $8 million pension and retiree medical curtailment charge, asset
impairments of $13 million and other exit costs of $13 million. Additional asset impairment charges of $17 million for the
impairment of certain intangible assets unrelated to this program were also recorded during 2011 (See Note 6).
Activity in the reserves for the restructuring actions taken in connection with the 2009 Program and asset impairments for the years
ended December 31, 2011 and 2010 is as follows:
Severance and
benefits costs
Pension and
Retiree
Medical
Asset
impairments
Other exit
costs
Total
Balance at January 1, 2010
$
45,895
$
-
$
-
$
6,807
$
52,702
Expenses
Gain on sale of facility
Cash (payments) receipts
Non-cash charges
Balance at December 31, 2010
Expenses
Gain on sale of facility
Cash (payments) receipts
Non-cash charges
Balance at December 31, 2011 $
115,557
-
(73,283)
-
88,169
103,303
-
(84,899)
-
106,573
$
23,620
-
-
(23,620)
-
8,178
-
-
(8,178)
-
$
14,515
(8,897)
8,897
(14,515)
-
30,030
(601)
601
(30,030)
-
38,233
-
(38,253)
-
6,787
13,320
-
(19,286)
-
821
191,925
(8,897)
(102,639)
(38,135)
94,956
154,831
(601)
(103,584)
(38,208)
107,394
$
$
63
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
2007 Program
In 2007, we announced a program to lower our cost structure, accelerate efforts to improve operational efficiencies and transition our
product line (the 2007 Program). This program included charges primarily associated with older equipment that we had stopped
selling upon transition to the new generation of fully digital, networked, and remotely-downloadable equipment. We are not recording
additional restructuring charges under the 2007 Program; however, due to international labor laws and long-term lease agreements, we
are still making cash payments under this program and expect these payments to be substantially complete in the next 12 months. We
expect that cash flows from operations will be sufficient to fund these payments.
Activity in the reserves for restructuring actions taken in connection with the 2007 Program for years ended December 31, 2011 and
2010 is as follows:
Severance and
benefits costs
Other exit
costs
Total
Balance at January 1, 2010
$
27,897
$
8,027
$
35,924
Expenses
Cash payments
Balance at December 31, 2010
Expenses
Cash payments
Balance at December 31, 2011
$
(684)
(13,743)
13,470
(2,260)
(2,210)
9,000
(70)
(3,183)
4,774
(849)
(1,208)
2,717
$
(754)
(16,926)
18,244
(3,109)
(3,418)
11,717
$
15. Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are routinely defendants in, or party to a number of pending and threatened legal actions. These
may involve litigation by or against us relating to, among other things, contractual rights under vendor, insurance or other contracts;
intellectual property or patent rights; equipment, service, payment or other disputes with customers; or disputes with employees.
Some of these actions may be brought as a purported class action on behalf of a purported class of employees, customers or others.
Our wholly owned subsidiary, Imagitas, Inc., is a defendant in several purported class actions initially filed in six different states.
These lawsuits have been coordinated in the United States District Court for the Middle District of Florida, In re: Imagitas, Driver’s
Privacy Protection Act Litigation (Coordinated, May 28, 2007). Each of these lawsuits alleges that the Imagitas DriverSource
program violated the federal Drivers Privacy Protection Act (DPPA). Under the DriverSource program, Imagitas entered into
contracts with state governments to mail out automobile registration renewal materials along with third party advertisements, without
revealing the personal information of any state resident to any advertiser. The DriverSource program assisted the state in performing
its governmental function of delivering these mailings and funding the costs of them. The plaintiffs in these actions were seeking
statutory damages under the DPPA. On December 21, 2009, the Eleventh Circuit Court affirmed the District Court’s summary
judgment decision in Rine, et al. v. Imagitas, Inc. (United States District Court, Middle District of Florida, filed August 1, 2006)
which ruled in Imagitas’ favor and dismissed that litigation. That decision is now final, with no further appeals available. With
respect to the remaining state cases, on December 30, 2011, the District Court ruled in Imagitas’ favor and dismissed the litigation.
Plaintiff has filed a notice of appeal to the Court of Appeals for the Eleventh Circuit. Based upon our current understanding of the
facts and applicable laws, we do not believe there is a reasonable possibility that any loss has been incurred.
On October 28, 2009, the Company and certain of its current and former officers were named as defendants in NECA-IBEW Health &
Welfare Fund v. Pitney Bowes Inc. et al., a class action lawsuit filed in the U.S. District Court for the District of Connecticut. The
complaint asserts claims under the Securities Exchange Act of 1934 on behalf of those who purchased the common stock of the
Company during the period between July 30, 2007 and October 29, 2007 alleging that the Company, in essence, missed two financial
projections. Plaintiffs filed an amended complaint on September 20, 2010. After briefing on the motion to dismiss was completed,
the plaintiffs filed a new amended complaint on February 17, 2012. We intend to move to dismiss this new amended complaint.
Based upon our current understanding of the facts and applicable laws, we do not believe there is a reasonable possibility that any loss
has been incurred.
64
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
We expect to prevail in the legal actions above; however, as litigation is inherently unpredictable, there can be no assurance in this
regard. If the plaintiffs do prevail, the results may have a material effect on our financial position, future results of operations or cash
flows, including, for example, our ability to offer certain types of goods or services in the future.
16. Leases
We lease office facilities, sales and service offices, equipment and other properties, generally under operating lease agreements
extending from three to 25 years. Rental expense was $117 million, $118 million and $125 million in 2011, 2010 and 2009,
respectively. Future minimum lease payments under non-cancelable operating leases at December 31, 2011 are as follows:
Years ending December 31,
2012
2013
2014
2015
2016
Thereafter
Total minimum lease payments
$
$
92,275
63,288
40,082
26,330
15,952
21,856
259,783
65
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
17. Finance Assets
Finance Receivables
Finance receivables are comprised of sales-type lease receivables and unsecured revolving loan receivables. Sales-type leases are
generally due in monthly, quarterly or semi-annual installments over periods ranging from three to five years. Loan receivables arise
primarily from financing services offered to our customers for postage and related supplies. Loan receivables are generally due each
month; however, customers may rollover outstanding balances. Finance receivables at December 31, 2011 and 2010 were as follows:
Sales-type lease receivables
Gross finance receivables
Unguaranteed residual values
Unearned income
Allowance for credit losses
Net investment in sales-type lease receivables
Loan receivables
Loan receivables
Allowance for credit losses
Net investment in loan receivables
Net investment in finance receivables
$
$
North America
December 31, 2011
International
$
$
1,727,653
185,450
(348,286)
(28,661)
1,536,156
460,101
20,443
(102,618)
(12,039)
365,887
Total
2,187,754
205,893
(450,904)
(40,700)
1,902,043
436,631
(20,272)
416,359
1,952,515
$
40,937
(2,458)
38,479
404,366
$
477,568
(22,730)
454,838
2,356,881
North America
December 31, 2010
International
Total
Sales-type lease receivables
Gross finance receivables
Unguaranteed residual values
Unearned income
Allowance for credit losses
Net investment in sales-type lease receivables
Loan Receivables
Loan receivables
Allowance for credit losses
Net investment in loan receivables
Net investment in finance receivables
$
$
$
$
1,940,833
235,392
(415,891)
(27,792)
1,732,542
474,895
20,333
(107,592)
(13,318)
374,318
2,415,728
255,725
(523,483)
(41,110)
2,106,860
453,362
(26,208)
427,154
2,159,696
$
34,193
(2,112)
32,081
406,399
$
487,555
(28,320)
459,235
2,566,095
66
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Maturities of gross finance receivables at December 31, 2011 were as follows:
Sales-type Lease Receivables
Loan Receivables
North
America
International
Total
North
America
International
Total
$
2012
2013
2014
2015
2016
Thereafter
$
737,813
492,477
299,965
151,598
44,487
1,313
$
$
118,938
105,440
92,832
73,762
60,666
8,463
856,751
597,917
392,797
225,360
105,153
9,776
436,631
-
-
-
-
-
$
$
40,937
-
-
-
-
-
477,568
-
-
-
-
-
Total
$
1,727,653
$
460,101
$
2,187,754
$
436,631
$
40,937
$
477,568
Activity in the allowance for credit losses for finance receivables for each of the three years ended December 31, 2011, 2010 and 2009
is as follows:
Sales-type Lease Receivables
Loan Receivables
Allowance for Credit Losses
North
America
$
$
31,182
19,067
(19,244)
31,005
13,211
(16,424)
27,792
13,726
(12,857)
28,661
International
North
America
International
Total
$
$
12,232
8,674
(7,829)
13,077
6,719
(6,478)
13,318
5,087
(6,366)
12,039
$
$
25,759
32,007
(31,927)
25,839
20,046
(19,677)
26,208
7,631
(13,567)
20,272
$
$
2,617
2,007
(2,387)
2,237
2,024
(2,149)
2,112
1,610
(1,264)
2,458
$
$
71,790
61,755
(61,387)
72,158
42,000
(44,728)
69,430
28,054
(34,054)
63,430
Balance January 1, 2009
Amounts charged to expense
Accounts written off
Balance December 31, 2009
Amounts charged to expense
Accounts written off
Balance December 31, 2010
Amounts charged to expense
Accounts written off
Balance December 31, 2011
We maintain a program for U.S. borrowers in our North America loan portfolio who are experiencing financial difficulties, but are
able to make reduced payments over an extended period of time. Upon acceptance into the program, the borrower’s credit line is
closed, interest accrual is suspended, the borrower’s minimum required payment is reduced and the account is re-aged and classified
as current. There is generally no forgiveness of debt or reduction of balances owed. The loans in the program are considered to be
troubled debt restructurings because of the concessions granted to the borrower. At December 31, 2011 and 2010, loans in this
program had a balance of $7 million.
The allowance for credit losses for these modified loans is determined by the difference between cash flows expected to be received
from the borrower discounted at the original effective rate and the carrying value of the loan. The allowance for credit losses related
to such loans was $2 million and $1 million at December 31, 2011 and 2010, respectively, and is included in the balance of the
allowance for credit losses of North American loans in the table above. Management believes that the allowance for credit losses is
adequate for these loans and all other loans in the portfolio. Write-offs of loans in the program were $1 million in each of the years
ended December 31, 2011 and 2010, respectively.
67
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The aging of gross finance receivables at December 31, 2011 and 2010 was as follows:
Sales-type Lease Receivables
Loan Receivables
North
America
International
North
America
International
Total
1,641,706
41,018
24,309
4,912
15,708
1,727,653
$
$
434,811
10,152
5,666
3,207
6,265
460,101
4,912
15,708
20,620
$
$
3,207
6,265
9,472
1,831,655
45,234
29,380
8,654
25,910
1,940,833
$
$
447,459
10,018
4,743
3,985
8,690
474,895
8,654
25,910
34,564
$
$
3,985
8,690
12,675
$
$
$
$
$
$
$
$
414,434
12,399
4,362
2,328
3,108
436,631
-
5,436
5,436
430,042
12,081
4,711
2,712
3,816
453,362
-
6,528
6,528
$
$
$
$
$
$
$
$
38,841
1,066
425
186
419
40,937
$ 2,529,792
64,635
34,762
10,633
25,500
$ 2,665,322
-
605
605
$
$
8,119
28,014
36,133
32,389
1,149
325
192
138
34,193
$ 2,741,545
68,482
39,159
15,543
38,554
$ 2,903,283
-
330
330
$
$
12,639
41,458
54,097
December 31, 2011
< 31 days past due
> 30 days and < 61 days
> 60 days and < 91 days
> 90 days and < 121 days
> 120 days
TOTAL
Past due amounts > 90 days
Still accruing interest
Not accruing interest
TOTAL
December 31, 2010
< 31 days past due
> 30 days and < 61 days
> 60 days and < 91 days
> 90 days and < 121 days
> 120 days
TOTAL
Past due amounts > 90 days
Still accruing interest
Not accruing interest
TOTAL
Credit Quality
$
$
$
$
$
$
$
$
We use credit scores as one of many data elements in making the decision to grant credit at inception, setting credit lines at inception,
managing credit lines through the life of the customer, and to assist in collections strategy.
We use a third party to score the majority of the North American portfolio on a quarterly basis using a commercial credit score.
Accounts may not receive a score because of data issues related to SIC information, customer identification mismatches between the
various data sources and other reasons. We do not currently score the portfolios outside of North America because the cost to do so is
prohibitive, it is a fragmented process and there is no single credit score model that covers all countries. However, credit policies are
similar to those in North America.
The table below shows the North American portfolio at December 31, 2011 and 2010 by relative risk class (low, medium and high)
based on the relative scores of the accounts within each class. A fourth class is shown for accounts that are not scored. The degree of
risk, as defined by the third party, refers to the relative risk that an account in the next 12 month period may become delinquent.
Absence of a score is not indicative of the credit quality of the account.
- Low risk accounts are companies with very good credit risk
- Medium risk accounts are companies with average to good credit risk
- High risk accounts are companies with poor credit risk, are delinquent or are at risk of becoming delinquent
Although the relative score of accounts within each class is used as a factor for determining the establishment of a customer credit
limit, it is not indicative of our actual history of losses due to the business essential nature of our products and services.
68
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The aging schedule included above, showing approximately 1.4% of the portfolio as greater than 90 days past due, and the roll-
forward schedule of the allowance for credit losses, showing the actual history of losses for the three most recent years ended
December 31, 2011 are more representative of the potential loss performance of our portfolio than relative risk based on scores, as
defined by the third party.
December 31, 2011
2011
2010
$
$
$
$
1,096,676
473,394
58,177
99,406
1,727,653
269,547
115,490
21,081
30,513
436,631
$
$
$
$
1,191,682
512,419
60,755
175,977
1,940,833
274,156
155,615
21,768
1,823
453,362
Sales-type lease receivables
Risk Level
Low
Medium
High
Not Scored
Total
Loan receivables
Risk Level
Low
Medium
High
Not Scored
Total
Pitney Bowes Bank
At December 31, 2011, PBB had assets of $738 million and liabilities of $680 million. The bank’s assets consist of finance
receivables, short and long-term investments and cash. PBB’s key product offering, Purchase Power, is a revolving credit solution,
which enables customers to finance their postage costs when they refill their meter. PBB earns revenue through transaction fees,
finance charges on outstanding balances, and other fees for services. The bank’s liabilities consist primarily of PBB’s deposit
solution, Reserve Account, which provides value to large-volume mailers who prefer to prepay postage and earn interest on their
deposits. PBB is regulated by the Federal Deposit Insurance Corporation (FDIC) and the Utah Department of Financial Institutions.
Leveraged Leases
Our investment in leveraged lease assets consists of the following:
Rental receivables
Unguaranteed residual values
Principal and interest on non-recourse loans
Unearned income
Investment in leveraged leases
Less: deferred taxes related to leveraged leases
Net investment in leveraged leases
December 31,
2011
810,306
13,784
(606,708)
(79,111)
138,271
(101,255)
37,016
2010
1,802,107
14,141
(1,373,651)
(191,591)
251,006
(192,128)
58,878
$
$
$
$
The following is a summary of the components of income from leveraged leases:
Pre-tax leveraged lease income
Income tax effect
Income from leveraged leases
2011
December 31,
2010
$
$
6,090
(381)
5,709
$
$
69
8,334
(863)
7,471
$
$
2009
918
6,676
7,594
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
During the year, we completed a sale of non-U.S. leveraged lease assets for cash. The investment in that leveraged lease on the date
of sale was $109 million and an after-tax gain of $27 million was recognized. The effects of the sale are not included in the table
above.
There was no impact on income from leveraged leases in 2011 due to changes in statutory tax rates. Income from leveraged leases
was positively impacted by $2 million and $3 million in 2010 and 2009, respectively, due to changes in statutory tax rates.
In February 2012, we signed an agreement to sell certain leveraged lease assets to the lessee. The investment in these leveraged lease
assets at December 31, 2011 was $109 million. In connection with this transaction, we expect to recognize an after-tax gain, which
will be finalized in the first quarter of 2012.
18. Business Segment Information
We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions and
Enterprise Business Solutions. The principal products and services of each of our reporting segments are as follows:
Small & Medium Business Solutions:
North America Mailing: Includes the U.S. and Canadian revenue and related expenses from the sale, rental and financing of
our mail finishing, mail creation, shipping equipment and software; supplies; support and other professional services; and
payment solutions.
International Mailing: Includes the revenue and related expenses from the sale, rental and financing of our mail finishing,
mail creation, shipping equipment and software; supplies; support and other professional services; and payment solutions
outside North America.
Enterprise Business Solutions:
Production Mail: Includes the worldwide revenue and related expenses from the sale, support and other professional services
of our high-speed, production mail systems, sorting and production print equipment.
Software: Includes the worldwide revenue and related expenses from the sale and support services of non-equipment-based
mailing, customer relationship and communication and location intelligence software.
Management Services: Includes worldwide revenue and related expenses from facilities management services; secure mail
services; reprographic, document management services; and litigation support and eDiscovery services.
Mail Services: Includes worldwide revenue and related expenses from presort mail services and cross-border mail services.
Marketing Services: Includes revenue and related expenses from direct marketing services for targeted customers.
Segment earnings before interest and taxes (EBIT), a non-GAAP measure, is determined by deducting from segment revenue the
related costs and expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses not
allocated to a particular business segment, restructuring charges, asset impairments and goodwill charges which are recognized on a
consolidated basis. Management uses segment EBIT to measure profitability and performance at the segment level. Segment EBIT
may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated
results of operations. Identifiable assets are those used in our operations and exclude cash and cash equivalents, short-term
investments and general corporate assets. Long-lived assets exclude finance receivables and investment in leveraged leases. The
accounting policies of the segments are the same as those described in Note 1.
70
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Financial information for our reportable segments is presented in the tables below:
Revenue:
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
2011
Years ended December 31,
2010
2009
$
1,961,198
707,416
2,668,614
$
2,100,677
674,759
2,775,436
$
544,483
407,402
948,891
567,012
141,572
2,609,360
561,447
374,750
999,288
572,795
141,538
2,649,818
2,211,060
698,140
2,909,200
531,016
356,355
1,060,907
570,770
140,923
2,659,971
Total Revenue
$
5,277,974
$
5,425,254
$
5,569,171
EBIT:
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total for reportable segments
Reconciliation to consolidated amount
Interest, net
Corporate and other expenses
Restructuring charges and asset impairments
Goodwill impairment
Income from continuing operations before taxes
2011
Years ended December 31,
2010
2009
$
727,999
98,601
826,600
32,562
38,182
76,321
88,019
26,184
261,268
$
755,153
78,950
834,103
60,896
40,046
92,671
63,102
26,133
282,848
770,370
98,711
869,081
51,682
33,839
72,307
87,685
22,938
268,451
1,087,868
1,116,951
1,137,532
(197,266)
(198,020)
(148,151)
(130,150)
414,281
(201,324)
(198,776)
(182,274)
-
534,577
$
$
(203,906)
(191,704)
(48,746)
-
693,176
$
$
71
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Depreciation and amortization:
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Unallocated amounts
Consolidated depreciation and amortization
Capital expenditures:
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Unallocated amounts
Consolidated capital expenditures
$
$
$
2011
Years ended December 31,
2010
2009
$
127,007
34,687
161,694
3,658
34,389
27,416
26,636
3,693
95,792
257,486
$
136,818
41,200
178,018
5,257
36,962
33,398
27,924
5,479
109,020
287,038
150,373
41,654
192,027
7,079
35,321
44,809
31,071
8,876
127,156
319,183
14,655
272,142
16,615
303,653
$
19,712
338,895
$
2011
Years ended December 31,
2010
2009
$
61,063
18,631
79,694
2,845
5,142
18,853
34,987
364
62,191
141,885
$
70,672
5,775
76,447
609
4,215
17,307
7,243
626
30,000
106,447
93,030
10,698
103,728
1,292
4,899
19,766
21,058
514
47,529
151,257
14,095
155,980
$
13,321
119,768
$
15,471
166,728
$
72
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Identifiable assets:
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Software
Management Services
Mail Services
Marketing Services
Enterprise Business Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Cash and cash equivalents
Short-term investments
Other corporate assets
Consolidated assets
Geographic data is as follows:
Revenue:
United States
Outside the United States
Total
Identifiable long-lived assets:
United States
Outside the United States
Total
December 31,
2011
2010
$
3,350,457
789,337
4,139,794
$
3,488,322
962,973
4,451,295
504,939
932,389
688,766
454,585
235,462
2,816,141
6,955,935
856,238
12,971
321,960
8,147,104
547,002
1,058,057
799,290
512,785
230,995
3,148,129
7,599,424
484,363
30,609
329,627
8,444,023
$
2011
Years ended December 31,
2010
2009
3,588,321
1,689,653
5,277,974
$
$
3,804,489
1,620,765
5,425,254
$
$
3,979,493
1,589,678
5,569,171
December 31,
2011
2010
2,749,101
910,048
3,659,149
$
$
2,939,467
996,963
3,936,430
$
$
$
$
$
73
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
19. Retirement Plans and Postretirement Medical Benefits
We have several defined benefit retirement plans. Benefits are primarily based on employees’ compensation and years of service.
Our contributions are determined based on the funding requirements of U.S. federal and other governmental laws and regulations. We
use a measurement date of December 31 for all of our retirement plans. U.S. employees hired after January 1, 2005, Canadian
employees hired after April 1, 2005, and U.K. employees hired after July 1, 2005, are not eligible for our defined benefit retirement
plans. As of December 31, 2014, benefit accruals for our U.S. pension plans, the Pitney Bowes Pension Plan, the Pitney Bowes
Pension Restoration Plan and the Canadian pension plans, will be determined and frozen and no future benefit accruals under these
plans will occur after that date.
The obligations and funded status of defined benefit pension plans are as follows:
United States
Foreign
2011
2010
2011
2010
Accumulated benefit obligation
$
1,684,050
$
1,603,320
$
543,599
$
504,471
Projected benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Actuarial loss
Foreign currency changes
Settlement / curtailment
Special termination benefits
Benefits paid
Benefit obligation at end of year
$
$
1,632,286
19,450
87,738
-
94,495
-
2,941
1,489
(131,009)
1,707,390
Fair value of plan assets:
Fair value of plan assets at beginning of year $
Actual return on plan assets
Company contributions
Plan participants’ contributions
Foreign currency changes
Benefits paid
Fair value of plan assets at end of year
$
1,385,174
41,388
130,983
-
-
(131,009)
1,426,536
$
$
$
$
1,599,506
23,157
89,602
-
39,971
-
6,419
8,148
(134,517)
1,632,286
1,350,045
149,599
20,047
-
-
(134,517)
1,385,174
$
$
$
$
541,241
7,310
28,329
1,868
30,648
(6,424)
16
277
(21,361)
581,904
450,683
(7,478)
18,616
1,868
(3,480)
(21,361)
438,848
$
$
$
$
507,932
6,907
27,507
1,962
27,129
(5,257)
(3,396)
557
(22,100)
541,241
414,313
50,609
9,291
1,962
(3,392)
(22,100)
450,683
Funded status
$
(280,854)
$
(247,112)
$
(143,056)
$
(90,558)
Amounts recognized in the Consolidated Balance Sheets:
Non-current asset
Current liability
Non-current liability
Net amount recognized
40
(11,323)
(269,571)
(280,854)
$
$
$
$
29
(6,962)
(240,179)
(247,112)
$
$
888
(852)
(143,092)
(143,056)
$
$
508
(901)
(90,165)
(90,558)
Information provided in the table below is only for pension plans with an accumulated benefit obligation in excess of plan assets at
December 31, 2011 and 2010:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
United States
2011
1,705,732
1,682,392
1,424,837
$
$
$
$
$
$
74
2010
1,630,712
1,601,746
1,383,571
$
$
$
Foreign
2011
579,646
541,723
435,702
$
$
$
2010
538,637
502,317
447,569
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Pre-tax amounts recognized in AOCI consist of:
Net actuarial loss
Prior service cost
Transition asset
Total
United States
2011
858,531
2,159
-
860,690
$
$
$
$
2010
719,890
2,400
-
722,290
$
$
Foreign
2011
224,731
541
(273)
224,999
$
$
2010
168,376
541
(282)
168,635
The estimated amounts that will be amortized from AOCI into net periodic benefits cost in 2012 are as follows:
Net actuarial loss
Prior service cost
Transition asset
Total
$
$
53,256
816
-
54,072
$
$
13,700
99
(9)
13,790
The components of net periodic pension cost for defined benefit pension plans are as follows:
Service cost
Interest cost
Expected return on
plan assets
Amortization of
transition cost
Amortization of prior
service (cost) credit
Recognized net
actuarial loss
Special termination
benefits
Settlement / curtailment
Net periodic
benefit cost (1)
$
2011
19,450
87,738
United States
2010
$
23,157
89,602
$
2009
24,274
93,997
2011
$
7,310
28,329
Foreign
2010
$
6,907
27,507
$
2009
6,853
25,200
(123,058)
(123,095)
(120,662)
(31,784)
(28,838)
(27,193)
-
147
-
-
(2,575)
(2,547)
(10)
170
(9)
214
(61)
446
37,522
32,343
26,063
11,135
10,205
2,486
1,489
3,036
8,148
10,712
112
4,107
277
274
291
1,285
2,385
202
$
26,324
$
38,292
$
25,344
$
15,701
$
17,562
$
10,318
(1) Includes $5 million and $17 million charged to restructuring reserves in 2011 and 2010, respectively. See Note 14 for further
information.
Other changes in plan assets and benefit obligations for defined benefit pension plans recognized in other comprehensive income are
as follows:
United States
Foreign
2011
2010
2011
2010
Curtailments effects and settlements
Net actuarial loss
Prior service credit
Amortization of net actuarial (loss) gain
Amortization of prior service (cost) credit
Net transitional obligation (asset)
$
(95)
176,164
-
(37,522)
(147)
-
$
$
(4,290)
13,467
-
(32,343)
2,575
-
(274)
67,934
-
(11,135)
(170)
9
$
(464)
5,748
(3,790)
5,440
(214)
(86)
Total recognized in other
comprehensive income
$
138,400
$
(20,591)
$
56,364
$
6,634
75
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Weighted-average actuarial assumptions used to determine end of year benefit obligations and net periodic pension costs include:
United States
Used to determine benefit obligations
Discount rate
Rate of compensation increase
Used to determine net periodic benefit costs
Discount rate
Expected return on plan assets
Rate of compensation increase
Foreign
Used to determine benefit obligations
Discount rate
Rate of compensation increase
Used to determine net periodic benefit costs
Discount rate
Expected return on plan assets
Rate of compensation increase
2011
2010
2009
4.95%
3.50%
5.60%
8.00%
3.50%
5.60%
3.50%
5.75%
8.00%
3.50%
5.75%
3.50%
6.05%
8.00%
4.25%
1.80% - 6.10%
2.10% - 4.60%
2.25% - 5.50%
2.50% - 5.50%
2.25% - 6.00%
2.50% - 5.60%
2.00% - 5.50%
4.00% - 7.75%
2.10% - 5.50%
2.25% - 6.00%
4.50% - 7.75%
2.50% - 5.60%
2.25% - 6.60%
4.49% - 7.75%
2.50% - 5.10%
A discount rate is used to determine the present value of our future benefit obligations. The discount rate for our U.S. pension and
postretirement medical benefit plans is determined by matching the expected cash flows associated with our benefit obligations to a
yield curve based on long-term, high quality fixed income debt instruments available as of the measurement date. For the U.K.
retirement benefit plan, our largest foreign plan, the discount rate is determined by discounting each year’s estimated benefit payments
by an applicable spot rate, derived from a yield curve created from a large number of high quality corporate bonds. For our other
smaller foreign pension plans, the discount rate is selected based on high quality fixed income indices available in the country in
which the plan is domiciled.
The expected return on plan assets is based on historical and projected rates of return for current and planned asset classes in the
plans’ investment portfolio after analyzing historical experience and future expectations of the returns and volatility of the various
asset classes. The overall expected rate of return for the portfolio was determined based on the target asset allocations for each asset
class, adjusted for historical and expected experience of active portfolio management results, when compared to the benchmark
returns. When assessing the expected future returns for the portfolio, management placed more emphasis on the expected future
returns than historical returns.
U.S. Pension Plans’ Investment Strategy and Asset Allocation
Our U.S. pension plans’ investment strategy is to maximize returns within reasonable and prudent levels of risk, to achieve and
maintain full funding of the accumulated benefit obligations and the actuarial liabilities, and to earn a nominal rate of return of at least
7.75%. The fund has established a strategic asset allocation policy to achieve these objectives. Investments are diversified across
asset classes and within each class to reduce the risk of large losses and are periodically rebalanced. Derivatives, such as swaps,
options, forwards and futures contracts may be used for market exposure, to alter risk/return characteristics and to manage foreign
currency exposure. Investments within the private equity and real estate portfolios are comprised of limited partnership units in
primary and secondary fund of funds and units in open-ended commingled real estate funds, respectively. These types of investment
vehicles are used in an effort to gain greater asset diversification. We do not have any significant concentrations of credit risk within
the plan assets. The pension plans’ liabilities, investment objectives and investment managers are reviewed periodically.
76
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The target allocation for 2012 and the asset allocation for the U.S. pension plan at December 31, 2011 and 2010, by asset category, are
as follows:
Asset category
U.S. equities
Non-U.S. equities
Fixed income
Real estate
Private equity
Total
Target
Allocation
2012
Percentage of Plan Assets at
December 31,
2011
2010
19%
19%
50%
4%
8%
100%
18%
16%
56%
4%
6%
100%
37%
20%
34%
4%
5%
100%
The long-term asset allocation targets we use to manage the investment portfolio are based on the broad asset categories shown above.
The plan asset categories presented in the fair value hierarchy are subsets of the broad asset categories.
Foreign Pension Plans’ Investment Strategy and Asset Allocation
Our foreign pension plan assets are managed by outside investment managers and monitored regularly by local trustees, in conjunction
with our corporate personnel. The investment strategies adopted by our foreign plans vary by country and plan, with each strategy
tailored to achieve the expected rate of return within an acceptable or appropriate level of risk, depending upon the liability profile of
plan participants, local funding requirements, investment markets and restrictions. The U.K. plan represents 74% of the non-U.S.
pension assets. The U.K. pension plan’s investment strategy is to maximize returns within reasonable and prudent levels of risk, to
achieve and maintain full funding of the accumulated benefit obligations and the actuarial liabilities, and to earn a nominal rate of
return of at least 7.25%. The fund has established a strategic asset allocation policy to achieve these objectives. Investments are
diversified across asset classes and within each class to minimize the risk of large losses and are periodically rebalanced. Derivatives,
such as swaps, options, forwards and futures contracts may be used for market exposure, to alter risk/return characteristics and to
manage foreign currency exposure. We do not have any significant concentrations of credit risk within the plan assets. The pension
plans’ liabilities, investment objectives and investment managers are reviewed periodically.
The target allocation for 2012 and the asset allocation for the U.K. pension plan at December 31, 2011 and 2010, by asset category,
are as follows:
Asset category
U.K. equities
Non-U.K. equities
Fixed income
Cash
Total
Target
Allocation
2012
Percentage of Plan Assets at
December 31,
2011
2010
32%
33%
35%
-%
100%
34%
28%
32%
6%
100%
33%
35%
29%
3%
100%
The long-term asset allocation targets we use to manage the investment portfolio are based on the broad asset categories shown above.
The plan asset categories presented in the fair value hierarchy are subsets of the broad asset categories.
The fair value of the U.K. plan assets was $326 million and $338 million at December 31, 2011 and 2010, respectively, and the
expected long-term rate of return on these plan assets was 7.25% in 2011 and 2010.
77
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Fair Value Measurements of Plan Assets
The following tables show, by level within the fair value hierarchy, the financial assets and liabilities that are accounted for at fair
value on a recurring basis at December 31, 2011 and 2010, respectively, for the U.S. and foreign pension plans. Financial assets and
liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our
assessment of the significance of a particular input to the fair value measurement requires judgment and may affect placement within
the fair value hierarchy levels.
U.S. Pension Plans - Fair Value Measurements at December 31, 2011
Level 1
Level 2
Level 3
Total
Assets:
Investment securities
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Corporate debt securities
Mortgage-backed securities
Asset-backed securities
Private equity
Real estate
Derivatives
Securities lending fund *
Total assets
Assets:
Investment securities
Money market funds
Equity securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Corporate debt securities
Mortgage-backed securities
Asset-backed securities
Private equity
Real estate
Derivatives
Securities lending fund *
Total assets
Liabilities:
Investment securities
Derivatives
Total liabilities
$
$
$
$
$
$
-
218,010
-
60,411
-
-
-
-
-
293
-
278,714
$
$
22,064
262,152
177,349
16,745
467,281
57,922
919
-
-
-
119,528
1,123,960
$
$
-
-
-
-
-
3,702
-
88,870
57,918
-
-
150,490
$
$
22,064
480,162
177,349
77,156
467,281
61,624
919
88,870
57,918
293
119,528
1,553,164
U.S. Pension Plans - Fair Value Measurements at December 31, 2010
Level 1
Level 3
Level 2
Total
-
431,098
$
20,571
346,126
$
-
-
$
20,571
777,224
104,097
-
-
-
-
-
21
-
535,216
$
9,878
172,722
156,516
18,698
-
-
-
158,155
882,666
$
-
-
5,389
-
69,495
52,553
-
-
127,437
51
51
$
$
-
-
$
$
-
-
113,975
172,722
161,905
18,698
69,495
52,553
21
158,155
1,545,319
51
51
$
$
$
* Securities lending fund amount at December 31, 2011 and December 31, 2010 is offset by a corresponding liability recorded in the Pitney Bowes
Pension Plan net assets available for benefits.
78
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Assets:
Investment securities
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Corporate debt securities
Derivatives
Total assets
Liabilities:
Investment securities
Derivatives
Total liabilities
Assets:
Investment securities
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign
governments, agencies, and municipalities
Corporate debt securities
Derivatives
Total assets
Liabilities:
Investment securities
Derivatives
Total liabilities
$
$
$
$
$
$
$
$
Foreign Pension Plans - Fair Value Measurements at December 31, 2011
Level 1
Level 2
Level 3
Total
-
113,257
-
13,616
-
-
126,873
$
$
7,236
150,787
127,611
-
7,150
7,164
299,948
$
$
-
-
$
$
6,782
6,782
$
$
-
-
-
-
-
-
-
-
-
$
$
$
$
7,236
264,044
127,611
13,616
7,150
7,164
426,821
6,782
6,782
Foreign Pension Plans - Fair Value Measurements at December 31, 2010
Level 1
Level 2
Level 3
Total
128,859
-
$
164,389
52,330
$
10,751
-
88
139,698
$
27,189
49,223
6,500
299,631
$
-
-
$
$
6,873
6,873
$
$
-
-
-
-
-
-
-
-
$
$
$
$
293,248
52,330
37,940
49,223
6,588
439,329
6,873
6,873
79
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The following information relates to our classification of investments into the fair value hierarchy:
• Money Market Funds: Money market funds typically invest in government securities, certificates of deposit, commercial paper of
companies and other highly liquid and low-risk securities. Money market funds are principally used for overnight deposits. The
money market funds are classified as Level 2 since they are not actively traded on an exchange.
• Equity Securities: Equity securities include U.S. and foreign common stock, American Depository Receipts, preferred stock and
commingled funds. Equity securities classified as Level 1 are valued using active, high volume trades for identical securities.
Equity securities classified as Level 2 represent those not listed on an exchange in an active market. These securities are valued
based on quoted market prices of similar securities.
• Commingled Fixed Income Securities: Mutual funds that invest in a variety of fixed income securities including securities of the
U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Value of the funds is
based on the net asset value (NAV) per unit as reported by the fund manager. NAV is based on the market value of the
underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding. Commingled
fixed income securities are not listed on an active exchange and are classified as Level 2.
• Debt Securities - U.S. and Foreign Governments and its Agencies and Municipalities: Government securities include treasury
notes and bonds, foreign government issues, U.S. government sponsored agency debt and commingled funds. Municipal debt
securities include general obligation securities and revenue-backed securities. Debt securities classified as Level 1 are valued
using active, high volume trades for identical securities. Debt securities classified as Level 2 are valued through benchmarking
model derived prices to quoted market prices and trade data for identical or comparable securities.
• Corporate Debt Securities: Investments are comprised of both investment grade debt (≥BBB-) and high-yield debt (≤BBB-). The
fair value of corporate debt securities is valued using recently executed transactions, market price quotations where observable, or
bond spreads. The spread data used are for the same maturity as the security. These securities are classified as Level 2.
• Mortgage-Backed Securities (MBS): Investments are comprised of agency-backed MBS, non-agency MBS, collateralized
mortgage obligations, commercial MBS, and commingled funds. These securities are valued based on external pricing indices.
When external index pricing is not observable, MBS are valued based on external price/spread data. If neither pricing method is
available, broker quotes are utilized. When inputs are observable and supported by an active market, MBS are classified as Level
2 and when inputs are unobservable, MBS are classified as Level 3.
• Asset-Backed Securities (ABS): Investments are primarily comprised of credit card receivables, auto loan receivables, student
loan receivables, and Small Business Administration loans. These securities are valued based on external pricing indices or
external price/spread data and are classified as Level 2.
• Private Equity: Investments are comprised of units in fund-of-fund investment vehicles. Fund-of-funds consist of various private
equity investments and are used in an effort to gain greater diversification. The investments are valued in accordance with the
most appropriate valuation techniques, and are classified as Level 3 due to the unobservable inputs used to determine a fair value.
• Real Estate: Investments include units in open-ended commingled real estate funds. Properties that comprise these funds are
valued in accordance with the most appropriate valuation techniques, and are classified as Level 3 due to the unobservable inputs
used to determine a fair value.
• Derivatives: Instruments are comprised of futures, forwards, options and warrants and are used to gain exposure to a desired
investment as well as for defensive hedging purposes against currency and interest rate fluctuations. Derivative instruments
classified as Level 1 are valued through a readily available exchange listed price. Derivative instruments classified as Level 2 are
valued using observable inputs but are not listed or traded on an exchange.
•
Securities Lending Fund: Investment represents a commingled fund through our custodian’s securities lending program. The U.S.
pension plan lends securities that are held within the plan to other banks and/or brokers, for which we receive collateral. This
collateral is invested in the commingled fund, which invests in short-term fixed income securities such as commercial paper,
short-term ABS and other short-term issues. Since the commingled fund is not listed or traded on an exchange, the investment is
classified as Level 2. The investment is offset by a liability of an equal amount representing assets that participate in securities
lending program, which is reflected in the Pitney Bowes Pension Plan’s net assets available for benefits.
80
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Level 3 Gains and Losses
The following table shows a summary of the changes in the fair value of Level 3 assets of the U.S. pension plans for the year ended
December 31, 2011:
Balance at December 31, 2010
Realized gains / (losses)
Unrealized gains / (losses)
Net purchases, sales and settlements
Balance at December 31, 2011
MBS
5,389
(24)
(180)
(1,483)
3,702
$
$
Private
equity
Real estate
$
$
69,495
(11)
9,652
9,734
88,870
$
$
52,553
69
7,825
(2,529)
57,918
$
$
Total
127,437
34
17,297
5,722
150,490
Reconciliation of Plan Assets to Fair Value Measurements Hierarchy
The following table provides a reconciliation of the total fair value of pension plan assets to the fair value of financial instruments
presented in the fair value measurements hierarchy for the U.S. and foreign pension plans at December 31, 2011:
Fair Value of Plan Assets
Cash
Securities lending fund liability
Other
Fair Value Per Measurements Hierarchy
United States
1,426,536
$
(1,108)
119,528
8,208
1,553,164
$
Foreign
438,848
(16,424)
-
4,397
426,821
$
$
At December 31, 2011 there were no shares of our common stock included in the plan assets of our pension plans.
In January 2012, we contributed $85 million to our U.S. pension plan and $10 million to our foreign pension plans. We anticipate
making additional contributions of approximately $15 million and $20 million to our U.S. and foreign pension plans, respectively
during 2012. We will reassess our funding alternatives as the year progresses.
81
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Nonpension Postretirement Benefits
We provide certain health care and life insurance benefits to eligible retirees and their dependents. The cost of these benefits is
recognized over the period the employee provides credited service to the Company. Substantially all of our U.S. and Canadian
employees become eligible for retiree health care benefits after reaching age 55 or in the case of employees of Pitney Bowes
Management Services after reaching age 60 and with the completion of the required service period. U.S. employees hired after
January 1, 2005, and Canadian employees hired after April 1, 2005, are not eligible for retiree health care benefits.
The benefit obligation and funded status for nonpension postretirement benefit plans are as follows:
Benefit obligation:
Benefit obligations at beginning of year
Service cost
Interest cost
Plan participants’ contributions
Actuarial loss
Foreign currency changes
Benefits paid
Curtailment
Special termination benefits
Benefit obligations at end of year
Fair value of plan assets:
Fair value of plan assets at beginning of year
Company contribution
Plan participants’ contributions
Gross benefits paid
Fair value of plan assets at end of year
Funded status
Amounts recognized in the Consolidated Balance Sheets:
Current liability
Non-current liability
Net amount recognized
Pre-tax amounts recognized in AOCI consist of:
Net actuarial loss
Prior service credit
Total
December 31,
2011
2010
$
$
$
$
$
$
$
$
$
280,386
3,328
13,528
8,861
20,792
(648)
(43,964)
3,245
300
285,828
-
35,103
8,861
(43,964)
-
(285,828)
(28,855)
(256,973)
(285,828)
115,713
(5,696)
110,017
$
$
$
$
$
$
$
$
$
254,405
3,724
13,828
9,182
33,983
1,061
(43,563)
7,575
191
280,386
-
34,381
9,182
(43,563)
-
(280,386)
(29,374)
(251,012)
(280,386)
102,910
(5,886)
97,024
(1) The benefit obligation for the United States nonpension postretirement plans was $262 and $259 million December 31, 2011 and
2010
82
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
The components of net periodic benefit cost for nonpension postretirement benefit plans are as follows:
Service cost
Interest cost
Amortization of prior service benefit
Recognized net actuarial loss
Curtailment
Special termination benefits
Net periodic benefit cost (1)
2011
2010
2009
$
$
3,328
13,528
(2,504)
7,666
2,839
300
25,157
$
$
3,724
13,828
(2,511)
6,793
6,954
191
28,979
$
$
3,424
14,437
(2,475)
4,092
-
-
19,478
(1) Includes $3 million and $7 million charged to restructuring reserves in 2011 and 2010, respectively. See Note 14 for further
information.
Other changes in plan assets and benefit obligation for nonpension postretirement benefit plans recognized in other comprehensive
income are as follows:
Net actuarial loss
Amortization of net actuarial loss
Amortization of prior service credit
Adjustment for actual Medicare Part D Premium
Curtailment
Total recognized in other comprehensive income
2011
2010
$
$
22,201
(9,980)
2,504
(2,040)
308
12,993
$
$
34,059
(6,793)
2,511
979
621
31,377
The estimated amounts that will be amortized from AOCI into net periodic benefit costs in 2012 are as follows:
Net actuarial loss
Prior service credit
Total
$
$
9,456
(2,092)
7,364
The weighted-average discount rates used to determine end of year benefit obligations and net periodic pension costs include:
Discount rate used to determine benefit obligation
U.S.
Canada
Discount rate used to determine net periodic benefit cost
U.S.
Canada
2011
2010
2009
4.50%
4.15%
5.15%
5.15%
5.15%
5.15%
5.35%
5.85%
5.35%
5.85%
5.95%
6.60%
The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligations for the U.S. plan was
7.5% for 2011 and 2010. The assumed health care trend rate is 7.5% for 2012 and will gradually decline to 5.0% by the year 2017 and
remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health
care plans. A 1% change in the assumed health care cost trend rates would have the following effects:
Effect on total of service and interest cost components
Effect on postretirement benefit obligations
$
$
615
10,208
$
$
(520)
(8,859)
1% Increase
1% Decrease
83
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
Estimated Future Benefit Payments
Benefit payments, which reflect expected future service, as appropriate, estimated to be paid during the years ended December 31 are
as follows:
2012
2013
2014
2015
2016
2017-2021
Pension
Benefits
147,108
125,404
126,052
128,463
130,009
666,672
1,323,708
$
$
$
$
Nonpension
Benefits (1)
29,527
27,887
26,583
25,245
24,272
105,199
238,713
(1) The estimated future benefit payments for nonpension plans are net of expected Medicare Part D subsidy.
Savings Plans
Our U.S. employees are eligible to participate in 401(k) savings plans, which are voluntary defined contribution plans. These plans
are designed to help employees accumulate additional savings for retirement. We make matching contributions on a portion of
eligible pay. In 2011 and 2010, we made matching contributions of $30 million and $29 million, respectively.
84
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
20. Earnings per Share
The calculation of basic and diluted earnings per share for the years ended December 31, 2011, 2010 and 2009 is presented below.
Note that the sum of earnings per share amounts may not equal the total due to rounding.
Numerator:
Amounts attributable to common stockholders:
Income from continuing operations
Gain (loss) from discontinued operations
Net income - Pitney Bowes Inc. (numerator for
diluted EPS)
Less: Preference stock dividend
Income attributable to common stockholders
(numerator for basic EPS)
Denominator (in thousands):
Weighted-average shares used in basic EPS
Effect of dilutive shares:
Preferred stock
Preference stock
Stock plans
Weighted-average shares used in diluted EPS
Basic earnings per share:
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
Diluted earnings per share:
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
Anti-dilutive shares (in thousands):
Anti-dilutive shares not used in calculating
diluted weighted-average shares
2011
2010
2009
$
351,321
266,159
617,480
58
$
310,483
(18,104)
$
431,554
(8,109)
292,379
65
423,445
72
$
617,422
$
292,314
$
423,373
201,976
205,968
206,734
2
445
343
202,766
2
501
282
206,753
$
$
$
$
1.74
1.32
3.06
1.73
1.31
3.05
$
$
$
$
1.51
(0.09)
1.42
$
$
1.50
(0.09)
1.41
$
$
3
568
17
207,322
2.09
(0.04)
2.05
2.08
(0.04)
2.04
14,016
15,168
18,319
85
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
21. Quarterly Financial Data (unaudited)
Summarized quarterly financial data for 2011 and 2010 follows:
2011
Total revenue
Cost of revenue (1)
Selling, general and administrative
Research and development
Restructuring charges and asset impairments
Goodwill impairment
Other, net
Income from continuing operations before taxes
Provision (benefit) for income taxes
Income from continuing operations
(Loss) gain from discontinued operations
Net income before attribution of
noncontrolling interests
Less: Preferred stock dividends of subsidiaries
attributable to noncontrolling interests
Net income – Pitney Bowes Inc.
Amounts attributable to common stockholders:
Income from continuing operations
(Loss) gain from discontinued operations
Net income – Pitney Bowes Inc.
First
Quarter
1,323,069
670,892
429,919
34,758
26,024
-
27,302
134,174
41,394
92,780
(1,882)
90,898
4,594
86,304
$
Second
Quarter
1,314,474
650,513
436,015
37,441
4,994
-
26,335
159,176
53,012
106,164
(635)
$
Third
Quarter
1,299,724
638,101
430,650
35,573
32,956
45,650
16,949
99,845
(17,087)
116,932
60,428
$
Fourth
Quarter
1,340,707
655,733
435,274
40,873
84,177
84,500
19,064
21,086
(32,734)
53,820
208,248
105,529
177,360
262,068
$
4,594
100,935
$
4,593
172,767
$
4,594
257,474
88,186
(1,882)
86,304
$
$
101,570
(635)
100,935
$
$
112,339
60,428
172,767
$
$
49,226
208,248
257,474
$
$
$
$
Basic earnings per share attributable to common stockholders (2):
Continuing operations
Discontinued operations
Net Income – Pitney Bowes Inc.
$
$
Diluted earnings per share attributable to common stockholders (2):
Continuing operations
Discontinued operations
Net Income – Pitney Bowes Inc.
$
$
0.43
(0.01)
0.42
$
$
0.50
(0.00)
0.50
$
$
0.56
0.30
0.86
$
$
0.43
(0.01)
0.42
$
$
0.50
(0.00)
0.49
$
$
0.56
0.30
0.85
$
$
0.25
1.04
1.29
0.25
1.04
1.28
(1) Includes cost of equipment sales, cost of supplies, cost of software, cost of rentals, financing interest expense, cost of support services and cost
of business services.
(2) The sum of the quarterly earnings per share amounts may not equal the quarterly total or annual amount due to rounding.
86
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)
2010
Total revenue
Cost of revenue (1)
Selling, general and administrative
Research and development
Restructuring charges and asset impairments
Other, net
Income from continuing operations before taxes
Provision for income taxes
Income from continuing operations
Loss from discontinued operations
Net income before attribution of
noncontrolling interests
Less: Preferred stock dividends of subsidiaries
attributable to noncontrolling interests
Net income – Pitney Bowes Inc.
Amounts attributable to common stockholders:
Income from continuing operations
Loss from discontinued operations
Net income – Pitney Bowes Inc.
$
$
$
$
First
Quarter
1,348,233
656,445
443,297
40,865
20,722
26,896
160,008
73,245
86,763
(3,130)
$
Second
Quarter
1,297,237
651,930
426,352
38,168
48,512
28,508
103,767
35,177
68,590
(2,666)
$
Third
Quarter
1,345,742
666,330
435,292
38,454
33,805
28,917
142,944
46,880
96,064
(2,536)
$
Fourth
Quarter
1,434,042
703,618
455,736
38,884
79,235
28,711
127,858
50,468
77,390
(9,772)
83,633
4,594
79,039
$
65,924
4,543
61,381
$
93,528
4,593
88,935
$
82,169
(3,130)
79,039
$
$
64,047
(2,666)
61,381
$
$
91,471
(2,536)
88,935
$
$
Basic earnings per share attributable to common stockholders (2):
Continuing operations
Discontinued operations
Net income – Pitney Bowes Inc.
$
$
Diluted earnings per share attributable to common stockholders (2):
Continuing operations
Discontinued operations
Net income – Pitney Bowes Inc.
$
$
0.40
(0.02)
0.38
$
$
0.31
(0.01)
0.30
$
$
0.44
(0.01)
0.43
$
$
0.40
(0.02)
0.38
$
$
0.31
(0.01)
0.30
$
$
0.44
(0.01)
0.43
$
$
67,618
4,594
63,024
72,796
(9,772)
63,024
0.36
(0.05)
0.31
0.36
(0.05)
0.31
(1) Includes cost of equipment sales, cost of supplies, cost of software, cost of rentals, financing interest expense, cost of support services and cost
of business services.
(2) The sum of the quarterly earnings per share amounts may not equal the quarterly total or annual amount due to rounding.
87
PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
FOR THE YEARS ENDED DECEMBER 31, 2009 TO 2011
Description
beginning of year
Additions
Deductions
Balance at
Balance at
end of year
Allowance for doubtful accounts
2011
2010
2009
$
$
$
31,880
42,781
45,264
$
$
$
9,161
9,266
10,516
(1)
(1)
(1)
$
$
$
(9,186)
(20,167)
(12,999)
(2)
(2)
(2)
$
$
$
31,855
31,880
42,781
Valuation allowance for deferred tax asset
2011
2010
2009
104,441
95,990
91,405
$
$
$
$
$
$
16,709
22,168
5,628
$
$
$
(9,712)
(13,717)
(1,043)
$
$
$
111,438
104,441
95,990
(1) Includes additions charged to expenses, additions from acquisitions and impact of foreign exchange translation.
(2) Includes uncollectible accounts written off.
88
INDEX OF EXHIBITS
Reg. S-K
exhibits
(3)(a)
Restated Certificate of Incorporation of Pitney Bowes Inc.
Description
(b)
Pitney Bowes Inc. Amended and Restated By-laws (effective
May 10, 2011)
(4)(a)
Form of Indenture between the Company and SunTrust Bank,
as Trustee
(b)
(c)
(d)
(e)
Supplemental Indenture No. 1 dated April 18, 2003 between
the Company and SunTrust Bank, as Trustee
Form of Indenture between the Company and Citibank, N.A.,
as Trustee, dated as of February 14, 2005
First Supplemental Indenture, by and among Pitney Bowes
Inc., The Bank of New York, and Citibank, N.A., to the
Indenture, dated as of February 14, 2005, by and between the
Company and Citibank
Pitney Bowes Inc. Global Medium-Term Note (Fixed Rate),
issue date March 7, 2008
Status or incorporation by reference
Incorporated by reference to Exhibit 3(c) to Form 8-K as filed with
the Commission on May 12, 2011. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 3(d) to Form 8-K as filed with
the Commission on May 12, 2011. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 4.4 to Registration Statement
on Form S-3 (No. 333-72304) as filed with the Commission on
October 26, 2001.
Incorporated by reference to Exhibit 4.1 to Form 8-K as filed with
the Commission on August 18, 2004.
Incorporated by reference to Exhibit 4(a) to Registration Statement
on Form S-3ASR (No. 333-151753) as filed with the Commission
on June 18, 2008.
Incorporated by reference to Exhibit 4.1 to Form 8-K as filed with
the Commission on October 24, 2007. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 4(d)(1) to Form 8-K as filed
with the Commission on March 7, 2008. (Commission file number
1-3579)
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 SEC upon request.
Executive Compensation Plans:
(10)(a)
Retirement Plan for Directors of Pitney Bowes Inc.
(b)
(b.1)
(b.2)
Pitney Bowes Inc. Directors’ Stock Plan (as amended and
restated 1999)
Pitney Bowes Inc. Directors’ Stock Plan (Amendment No. 1,
effective as of May 12, 2003)
Pitney Bowes Inc. Directors’ Stock Plan (Amendment No. 2
effective as of May 1, 2007)
(c)
Pitney Bowes 1991 Stock Plan (as amended and restated)
(c.1)
Pitney Bowes 1998 Stock Plan (as amended and restated)
(c.2)
Pitney Bowes Stock Plan (as amended and restated as of
January 1, 2002)
(c.3)
Pitney Bowes Inc. 2007 Stock Plan (as amended November 7,
2009)
89
Incorporated by reference to Exhibit (10a) to Form 10-K as filed
with the Commission on March 30, 1993. (Commission file number
1-3579)
Incorporated by reference to Exhibit (i) to Form 10-K as filed with
the Commission on March 30, 2000. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10) to Form 10-Q as filed with
the Commission on August 11, 2003. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10.(b.2)) to Form 10-K as filed
with the Commission on March 1, 2007 (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10) to Form 10-Q as filed with
the Commission on May 14, 1998. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (ii) to Form 10-K as filed with
the Commission on March 30, 2000. (Commission file number 1-
3579)
Incorporated by reference to Annex 1 to the Definitive Proxy
Statement for the 2002 Annual Meeting of Stockholders filed with
the Commission on March 26, 2002. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (v) to Form 10-K as filed with
the Commission on February 26, 2010. (Commission file number 1-
3579)
Reg. S-K
exhibits
(d)
(e)
(f)
(g)
(h)
Description
Pitney Bowes Inc. Key Employees’ Incentive Plan (as
amended and
restated October 1, 2007)(as amended
November 7, 2009)
Status or incorporation by reference
Incorporated by reference to Exhibit (iv) to Form 10-K as filed with
the Commission on February 26, 2010. (Commission file number 1-
3579)
Pitney Bowes Severance Plan (as amended, and restated
effective January 1, 2008)
Pitney Bowes Senior Executive Severance Policy
(amended and restated as of January 1, 2008)
Incorporated by reference to Exhibit (10)(e) to Form 10-K as filed
with the Commission on February 29, 2008. (Commission file
number 1-3579)
Incorporated by reference to Exhibit (10)(f) to Form 10-K as filed
with the Commission on February 29, 2008. (Commission file
number 1-3579)
Pitney Bowes Inc. Deferred Incentive Savings Plan for the
Board of Directors, as amended and restated effective January
1, 2009
Incorporated by reference to Exhibit 10(g) to Form 10-K as filed
with the Commission on February 26, 2009. (Commission file
number 1-3579
Pitney Bowes Inc. Deferred Incentive Savings Plan as
amended and restated effective January 1, 2009
(i)
Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan
(j)
Form of Equity Compensation Grant Letter
(k)
Form of Performance Award
(l)
Form of Long Term Incentive Award Agreement
Service Agreement between Pitney Bowes Limited and
Patrick S. Keddy dated January 29, 2003
Separation Agreement and General Release dated April 14,
2008 by and between Pitney Bowes Inc. and Bruce P. Nolop
Compensation arrangement for Vicki O’Meara dated June 1,
2010
Incorporated by reference to Exhibit 10(h) to Form 10-k as filed
with the Commission on February 26, 2009. (Commission file
number 1-3579)
Incorporated by reference to Annex II to the Definitive Proxy
Statement for the 2006 Annual Meeting of Stockholders filed with
the Commission on March 23, 2006. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10)(n) to Form 10-Q as filed
with the Commission on May 4, 2006. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10) to Form 10-Q as filed with
the Commission on August 5, 2009. (Commission file number 1-
3579)
Incorporated by reference to Exhibit (10) to Form 10-Q as filed with
the Commission on November 6, 2009. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 10.2 to Form 8-K as filed with
the Commission on February 17, 2006. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 10.1 to Form 8-K as filed with
the Commission on April 15, 2008. (Commission file number 1-
3579)
Incorporated by reference to Exhibit 10(a) to Form 10-Q as filed
with the Commission on August 5, 2010. (Commission file number
1-3579)
Separation (Compromise) Agreement dated December 30,
2010, by and between Patrick Keddy and Pitney Bowes
Limited
Incorporated by reference to Exhibit 10(p) to Form 10-K as filed
with the Commission on February 28, 2011. (Commission file
number 1-3579)
Amended and Restated Credit Agreement dated May 19, 2006
between the Company and JPMorgan Chase Bank, N.A., as
Administrative Agent
Incorporated by reference to Exhibit 10.1 to Form 8-K as filed with
the Commission on May 24, 2006. (Commission file number 1-
3579)
(m)
(n)
(o)
(p)
Other:
(q)
(12)
Computation of ratio of earnings to fixed charges
Exhibit 12
(21)
Subsidiaries of the registrant
(23)
Consent of experts and counsel
Exhibit 21
Exhibit 23
90
Reg. S-K
exhibits
(31.1)
(31.2)
(32.1)
(32.2)
Description
Status or incorporation by reference
Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934, as amended.
Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934, as amended.
Exhibit 31.1
Exhibit 31.2
Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350
Exhibit 32.1
Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350
Exhibit 32.2
101.INS
XBRL Report Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Calculation Linkbase Document
101.DEF
XBRL Taxonomy Definition Linkbase Document
101.LAB
XBRL Taxonomy Label Linkbase Document
101.PRE
XBRL Taxonomy Presentation Linkbase Document
91
PITNEY BOWES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)
(Dollars in thousands)
EXHIBIT (12)
Income from continuing operations
before income taxes
Add:
Interest expense (2)
Portion of rents representative of the
interest factor
Amortization of capitalized interest
Income as adjusted
2011
Years ended December 31,
2009
2010
2007
2006
$
414,281 $
534,577 $
693,176 $
713,177 $
660,711
203,061
203,911
208,855
229,343
250,540
38,968
1,535
657,845 $
39,219
1,716
779,423 $
41,499
1,716
945,246 $
43,030
1,717
987,267 $
48,969
1,717
961,937
$
Fixed charges:
Interest expense (2)
Portion of rents representative of the
interest factor
Noncontrolling interests (preferred stock
dividends of subsidiaries), excluding taxes
Total fixed charges
$
$
203,061 $
203,911 $
208,855 $
229,343 $
250,540
38,968
39,219
41,499
43,030
48,969
27,507
269,536 $
29,790
272,920 $
32,851
283,205 $
31,610
303,983 $
33,412
332,921
Ratio of earnings to fixed charges
2.44
2.86
3.34
3.25
2.89
(1) The computation of the ratio of earnings to fixed charges has been computed by dividing income from continuing operations
before income taxes as adjusted by fixed charges. Included in fixed charges is one-third of rental expense as the representative
portion of interest.
(2) Interest expense includes both financing interest expense and other interest expense.
92
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, 2011)
EXHIBIT (21)
Company name
Adrema Leasing Corporation
AIT Quest Trustee Ltd
Alternative Mail & Parcel Investments Limited
Andean Enterprises, Inc.
B. Williams Funding Corp.
B. Williams Holding Corp.
Canadian Office Services (Toronto) Limited
Digital Cement Co.
Digital Cement Inc.
Elmcroft Road Realty Corporation
Emtex Limited
Emtex Software, Inc.
Encom Europe Limited
Factor Humano y Cadena de Personal
FSL Holdings Inc.
FSL Risk Managers Inc.
Group 1 Software China Ltd.
Harvey Company, L.L.C
Historic Boardwalk Hall, L.L.C.
Horizon Management AB
Horizon Scandinavia AB
Ibis Consulting, Inc.
Imagitas Security Corporation
Imagitas, Inc.
Mag Systèmes SAS
MapInfo Realty LLC
PB Australia Funding Pty. Limited
PB Equipment Management Inc.
PB European UK LLC
PB Forms, Inc.
PB Historic Renovation LLC
PB Miles Inc.
PB Nova Scotia Holdings II ULC
PB Nova Scotia Holdings ULC
PB Nova Scotia II ULC
PB Nova Scotia LP
PB Partnership Financing Inc.
PB Professional Services Inc.
PBDorm Ireland Limited
Piney Bowes Asterion Direct SAS
Pitney Bowes (Asia Pacific) Pte. Ltd
Pitney Bowes (Dormant) Pte Ltd.
Pitney Bowes (Malaysia) Sdn Bhd
Pitney Bowes (Singapore) Pte Ltd.
Pitney Bowes (Switzerland) AG
Pitney Bowes (Thailand) Limited
Pitney Bowes Asterion SAS
Pitney Bowes Australia FAS Pty. Limited
Pitney Bowes Australia Pty Limited
Pitney Bowes Austria Ges.m.b.H
Pitney Bowes Batsumi Enterprise (Pty) Ltd.
Pitney Bowes Belgium NV
Pitney Bowes China Inc.
Country or state of incorporation
Delaware
UK
UK
Panama
Delaware
Delaware
Canada
Canada
Delaware
Connecticut
UK
Canada
UK
Mexico
Connecticut
New York
Hong Kong
Delaware
Delaware
Sweden
Sweden
Rhode Island
Massachusetts
Delaware
France
New York
Australia
Delaware
Delaware
Nebraska
Delaware
Delaware
Canada
Canada
Canada
Delaware
Delaware
Delaware
Ireland
France
Singapore
Singapore
Malaysia
Singapore
Switzerland
Thailand
France
Australia
Australia
Austria
South Africa
Belgium
Delaware
93
Company name
Country or state of incorporation
Pitney Bowes Credit Australia Limited
Pitney Bowes Cross Border Services, Inc
Pitney Bowes Danmark A/S (formerly Haro Systemer AS)
Pitney Bowes de Mexico, S.A. de C.V.
Pitney Bowes Deutschland GmbH
Pitney Bowes Espana, S.A.
Pitney Bowes Europe Limited
Pitney Bowes Finance Ireland Limited
Pitney Bowes Finance Limited (formerly Pitney Bowes Finance plc)
Pitney Bowes Global Financial Services LLC
Pitney Bowes Global Limited
Pitney Bowes Global LLC
Pitney Bowes Government Solutions, Inc.
Pitney Bowes Holding SNC
Pitney Bowes Holdings B.V.
Pitney Bowes Holdings Denmark ApS
Pitney Bowes Holdings Limited
Pitney Bowes Hong Kong Limited
Pitney Bowes India Inc.
Pitney Bowes India Private Limited
Pitney Bowes International
Pitney Bowes International Funding
Pitney Bowes International Holdings, Inc.
Pitney Bowes International Mail Services Limited
Pitney Bowes Ireland Limited
Pitney Bowes Italia S.r.l.
Pitney Bowes Japan KK
Pitney Bowes Korea Ltd.
Pitney Bowes Limited
Pitney Bowes Luxembourg Holding II S.a.r.l.
Pitney Bowes Luxembourg Holding S.a.r.l.
Pitney Bowes Luxembourg SARL
Pitney Bowes Mail and Messaging Systems (Shanghai) Co., Ltd.
Pitney Bowes Management Services Belgium, NV
Pitney Bowes Management Services Canada, Inc Services de Gestion Pitney Bowes Canada, Inc.
Pitney Bowes Management Services Denmark, A/S
Pitney Bowes Management Services Deutschland GmbH
Pitney Bowes Management Services Italia S.r.l.
Pitney Bowes Management Services Limited
Pitney Bowes Management Services Netherlands, B.V.
Pitney Bowes Management Services Norway A.S.
Pitney Bowes Management Services Sweden AB
Pitney Bowes Management Services, Inc.
Pitney Bowes MapInfo Business Applications Limited (formerly Southbank Systems Limited)
Pitney Bowes MapInfo GDC Limited (formerly Graphical Data Capture Limited)
Pitney Bowes MapInfo Scotland Limited (formerly Moleseye Limited)
Pitney Bowes Middle East FZ-LLC
Pitney Bowes Netherlands B.V.
Pitney Bowes New Zealand Limited
Pitney Bowes Norge AS
Pitney Bowes Nova Scotia ULC
Pitney Bowes of Canada Ltd. - Pitney Bowes du Canada Ltee
Pitney Bowes Oy
Pitney Bowes Polska Sp. z.o.o.
Pitney Bowes Portugal Sociedade Unipessoal, Lda.
Pitney Bowes Presort Services, Inc. (formerly PSI Group, Inc.)
Pitney Bowes Properties Inc.
Pitney Bowes Puerto Rico, Inc.
Pitney Bowes SA (Pty) Ltd.
Pitney Bowes SAS
Pitney Bowes Semco Equipamentos E Servicos Ltda
Pitney Bowes Servicios, S.A. de C.V.
Pitney Bowes Shelton Realty Inc.
94
Australia
Delaware
Denmark
Mexico
Germany
Spain
UK
Ireland
UK
Delaware
UK
Delaware
Delaware
France
Netherlands
Denmark
UK
Hong Kong
Delaware
India
Ireland
Ireland
Delaware
UK
Ireland
Italy
Japan
Korea
UK
Luxembourg
Luxembourg
Luxembourg
Shanghai
Belgium
Canada
Denmark
Germany
Italy
UK
Netherlands
Norway
Sweden
Delaware
UK
UK
UK
Dubai
Netherlands
New Zealand
Norway
Canada
Canada
Finland
Poland
Portugal
Delaware
Connecticut
Puerto Rico
South Africa
France
Brazil
Mexico
Connecticut
Company name
Country or state of incorporation
Pitney Bowes Software (Beijing) Ltd
Pitney Bowes Software Canada Inc.
Pitney Bowes Software Europe GmbH
Pitney Bowes Software Europe Limited
Pitney Bowes Software Holdings Limited (formerly Pitney Bowes MapInfo UK Limited)
Pitney Bowes Software Inc.
Pitney Bowes Software India Private Limited (formerly Pitney Bowes MapInfo India Private Limited)
Pitney Bowes Software K. K.
Pitney Bowes Software Latin America Inc.
Pitney Bowes Software Limited
Pitney Bowes Software Private Limited
Pitney Bowes Software Pte Ltd
Pitney Bowes Software Pty Ltd
Pitney Bowes Software SAS
Pitney Bowes Svenska Aktiebolag
Pitney Bowes UK LP
PitneyWorks.com Inc.
PitneyWorks.com L.L.C.
Portrait International, Inc.
Portrait Million Handshakes AS
Portrait Software International Ltd.
Portrait Software plc
Portrait Software UK Ltd
Print, Inc.
PrintValue Solutions, Inc.
Quadstone Paramics Ltd
Quadstone Trustee Company Ltd
Sagent (Malaysia) Sdn Bhd
Services Integrations Group, L.P.
SIG-GP, L.L.C.
Technopli SARL
The Pitney Bowes Bank, Inc.
Wheeler Insurance, Ltd.
China
Canada
Germany
UK
UK
Delaware
India
Japan
Delaware
UK
India
Singapore
Australia
France
Sweden
UK
Delaware
Delaware
Ohio
Norway
UK
UK
UK
Washington
Arizona
Scotland
Scotland
Malaysia
Delaware
Delaware
France
Utah
Vermont
95
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT (23)
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 33-5291, 33-4549,
33-22238, 33-5765, 33-41182, 333-66735, 333-05731, 333-132589, 333-132590, 333-132591, 333-132592, 333-145527) and on
Form S-3 (Registration Nos. 333-109966, 333-151753, 333-149474, 333-161357, 333-176957) of Pitney Bowes Inc. of our report
dated February 23, 2012 relating to the financial statements, financial statement schedule and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 23, 2012
96
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
EXHIBIT (31.1)
I, Murray D. Martin, certify that:
1.
I have reviewed this Report on Form 10-K of Pitney Bowes Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
annual report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 23, 2012
/s/ Murray D. Martin
Murray D. Martin
Chairman, President and Chief Executive Officer
97
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
EXHIBIT (31.2)
I, Michael Monahan, certify that:
1. I have reviewed this Report on Form 10-K of Pitney Bowes Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
annual report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 23, 2012
/s/ Michael Monahan
Michael Monahan
Executive Vice President and Chief Financial Officer
98
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
EXHIBIT (32.1)
The certification set forth below is being submitted in connection with the Annual Report of Pitney Bowes Inc. (the "Company") on
Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Murray D. Martin, Chairman, President and Chief Executive Officer of the Company, certify that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Murray D. Martin
Murray D. Martin
Chairman, President and Chief Executive Officer
February 23, 2012
99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
EXHIBIT (32.2)
The certification set forth below is being submitted in connection with the Annual Report of Pitney Bowes Inc. (the "Company") on
Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Michael Monahan, Executive Vice President and Chief Financial Officer of the Company, certify that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Michael Monahan
Michael Monahan
Executive Vice President and Chief Financial Officer
February 23, 2012
100
Stockholder Information
World Headquarters
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
203.356.5000
www.pb.com
Annual Meeting
Stockholders are cordially invited to attend the Annual
Meeting at 9:00 a.m., Monday, May 14, 2012, at Pitney Bowes
World Headquarters in Stamford, Connecticut. Notice of the
meeting will be mailed or made available to stockholders
of record as of March 16, 2012. Please refer to the Proxy
Statement for information concerning admission to the meeting.
10-K Report
Included in this Annual Report to Stockholders is a copy of
our Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, as filed with the Securities and Exchange
Commission. This Annual Report contains statements that
are forward-looking. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors discussed in the Forward-Looking Statements section
of the Form 10-K. The CEO/CFO certifications required to be
filed with the SEC under Section 302 of the Sarbanes-Oxley
Act of 2002 were filed as exhibits to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2011.
The CEO certification required to be submitted to the NYSE
pursuant to Section 303A.12(a) of the NYSE Listed Company
Manual was submitted on June 7, 2011.
Additional copies of our Form 10-K will be sent to
stockholders free of charge upon written request to:
MSC 00-63-02
Investor Relations
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Stock Exchanges
Pitney Bowes common stock is traded under the symbol
“PBI.” The principal market on which it is listed is the New
York Stock Exchange. The stock is also traded on the Chicago,
Philadelphia, Boston, Pacific and Cincinnati stock exchanges.
Investor Inquiries
All investor inquiries about Pitney Bowes should be
addressed to:
MSC 00-63-02
Investor Relations
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Comments concerning the Annual Report
should be sent to:
MSC 00-63-03
Corporate Marketing
Pitney Bowes Inc.
1 Elmcroft Road, Stamford, CT 06926-0700
Trademarks
Pitney Bowes, the Corporate logo, Every connection is a new opportunity,
Connect+, EngageOne, IntelliJet, Mailstream Wrapper, MarketSpace, pbSmart,
pbSmartPostage, Portrait Interaction Optimizer, Portrait Uplift, Print+ Messenger,
SendSuite Live and Volly are trademarks of Pitney Bowes Inc. or a subsidiary.
USPS and First-Class are trademarks of the United States Postal Service.
All other trademarks are the property of their respective owners.
Transfer Agent and Registrar
Computershare Trust Company, N.A.
PO Box 43078
Providence, RI 02940-3078
Stockholders may call Computershare at (800) 648-8170
www.computershare.com
Stockholder Inquiries
To provide or obtain information concerning transfer
requirements, lost certificates, dividends, changes of address
and other matters, please call: (800) 648-8170, TDD phone
service for the hearing impaired (800) 952-9245, for foreign
holders (781) 575-2721; or write to the address above.
Dividend Reinvestment Plan
Owners of Pitney Bowes Inc. common stock may purchase
common stock, $1 par value, with their dividends through the
Dividend Reinvestment Plan. A prospectus and enrollment
card may be obtained by calling (800) 648-8170 or by writing
to the agent at the address above.
Direct Deposit of Dividends
For information about direct deposit of dividends, please call
(800) 648-8170 or write to the agent at the address above.
Duplicate Mailings
If you receive duplicate mailings because you have more than
one account listing, you may wish to save your company money
by consolidating your accounts. Please call (800) 648-8170 or
write to the agent at the address above.
Stock Information
Dividends per common share:
Quarter
First
Second
Third
Fourth
Total
2011
$
$
$
$
.370
.370
.370
.370
$ 1.48
Quarterly price ranges of common stock:
2011 Quarter
First
Second
Third
Fourth
2010 Quarter
First
Second
Third
Fourth
High
$ 26.15
$ 26.36
$ 23.47
$ 21.20
High
$ 24.76
$ 26.00
$ 25.00
$ 24.79
2010
$
$
$
$
.365
.365
.365
.365
$ 1.46
Low
$ 23.46
$ 22.05
$ 18.00
$ 17.33
Low
$ 20.80
$ 21.28
$ 19.06
$ 21.19
The materials used in this publication are recyclable.
The paper is certified to Forest Stewardship Council™ (FSC)® standards.
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Every connection is a new opportunity ™
1 Elmcroft Road, Stamford, CT 06926-0700 203.356.5000 www.pb.com