A
n
n
u
a
l
R
e
p
o
r
t
2
0
1
4
A Bridge to
the Second
Century
Pitney Bowes Annual Report 2014
3001 Summer Street, Stamford, CT 06926 203.356.5000 www.pitneybowes.com
46537cover.indd coviv-i
46537cover.indd coviv-i
3/18/15 1:57 PM
3/18/15 1:57 PM
At Pitney Bowes, we’re building
a bridge to our second century.
For nearly 100 years, we have been
delivering innovations that help clients
navigate the complex and always
evolving world of commerce. We are
transforming Pitney Bowes for the next
century by expanding into high-growth
markets, including digital commerce and
software, while continuing to innovate in
our core shipping and mailing businesses.
We are building a stronger, globally
integrated company with new physical
and digital capabilities and new ways
of delivering sustainable value.
Stockholder Information
World Headquarters
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
203.356.5000
www.pitneybowes.com
Annual Meeting
Stockholders are cordially invited to attend the Annual Meeting
at 9:00 a.m., Monday, May 11, 2015, at the Hyatt Regency Hotel,
1800 East Putnam Ave., Old Greenwich, Connecticut. Notice of
the meeting will be mailed or made available to stockholders of
record as of March 13, 2015. 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 fi scal year ended December 31,
2014, as fi led with the Securities and Exchange Commission (SEC).
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 diff er materially because of factors discussed in the
Forward-Looking Statements section of the Form 10-K. The CEO/
CFO certifi cations required to be fi led with the SEC under Section
302 of the Sarbanes-Oxley Act of 2002 were fi led as exhibits
to our Annual Report on Form 10-K for the fi scal year ended
December 31, 2014. The CEO certifi cation required to be
submitted to the NYSE pursuant to Section 303A.12(a) of the
NYSE Listed Company Manual was submitted on June 3, 2014.
Copies of our Form 10-K are available without charge at
www.pb.com/investorrelations or upon written request to:
Investor Relations
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
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.
Investor Inquiries
All investor inquiries about Pitney Bowes should be addressed to:
Investor Relations
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
Comments concerning the Annual Report
should be sent to:
Corporate Financial Communications
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
Transfer Agent and Registrar
Computershare
PO Box 30170
College Station, TX 77842-3170
Stockholders may call Computershare at (800) 648-8170
www.computershare.com
Stockholder Inquiries
To provide or obtain information concerning transfer requirements,
lost certifi cates, 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
2014
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.75
Quarterly price ranges of common stock:
2014 Quarter
First
Second
Third
Fourth
2013 Quarter
First
Second
Third
Fourth
High
$ 26.63
$ 28.23
$ 28.37
$ 25.68
High
$ 15.56
$ 16.43
$ 18.82
$ 24.18
2013
$ 0.375
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.9375
Low
$ 21.01
$ 24.06
$ 24.63
$ 22.38
Low
$ 10.71
$ 13.12
$ 13.76
$ 18.21
Pitney Bowes, the Corporate logo, Mailstream Evolution, Print+ Messenger,
Portrait, and Connect+ are trademarks of Pitney Bowes Inc. or a subsidiary.
All other trademarks are the property of their respective owners.
The materials used in this publication are recyclable.
The paper is certifi ed to Forest Stewardship Council® (FSC®) standards.
4
1
0
2
R
A
d
e
v
r
e
s
e
r
s
t
h
g
i
r
l
l
A
.
c
n
I
s
e
w
o
B
y
e
n
t
i
P
5
1
0
2
©
k
r
o
Y
w
e
N
,
l
e
u
q
e
S
:
n
g
i
s
e
D
46537_Cover.indd ii-iv
46537_Cover.indd ii-iv
3/20/15 3:05 PM
3/20/15 3:05 PM
Marc B. Lautenbach
President and Chief
Executive Offi cer
Michael Monahan
Executive Vice President,
Chief Operating Offi cer
and Chief Financial Offi cer
Fellow shareholders:
In today’s competitive market, few companies get a second act,
much less a second century. Some of the most iconic companies
have survived and prospered for more than 100 years — companies
like Procter & Gamble, 3M, ExxonMobil, and General Electric. One
study found that fewer than 1 in 10 publicly traded companies in
the U.S. are 100 years old or older.
What sets these companies apart? It is the ability to adapt and succeed in the face of changing markets,
disruptive technologies and new business models — not just once or twice, but consistently over the decades.
As we approach our second century as an industry leader, you won’t fi nd any complacency on our part.
We know there is no manifest destiny for corporations. We have to earn our leadership and continued
longevity every day. This is why we’re working so hard to transform Pitney Bowes — to achieve our vision
of delivering innovative physical and digital products and solutions to our clients around the world.
To us, longevity is less a goal but more a symbol of what we’re able to do for our clients and shareholders,
day in and day out.
Disruption and Transformation
To build a strong bridge to our second century, we need to have solid footings in both the physical and digital
worlds. We have to be successful in our traditional businesses, like mailing, as we build new leadership positions
in software and digital commerce. Our clients need us to be great at both.
Much has changed since Arthur Pitney joined Walter Bowes to commercialize the fi rst postage meter and
create the modern mailing industry we lead today. For decades, business was a series of predominantly physical
transactions until the Internet and e-commerce disrupted the business models most companies knew best and
created a world of vast new possibilities — and new competitors.
46537_Text.indd 1
46537_Text.indd 1
3/20/15 1:02 PM
3/20/15 1:02 PM
Pitney Bowes Annual Report 2014
1
Letter to Shareholders
This disruption continues to accelerate as the business
world embraces new software and applications, cloud
computing, mobility and social media. Pitney Bowes
is transforming to take advantage of these enormous
shifts and to extend our leadership into this new, hybrid
world. Whether we are simplifying overseas shipping
for our eCommerce clients or enabling major social
media platforms to use our location intelligence
technology, our clients are fi nding value in our ability
to help them navigate the complex world of commerce
and create lasting impact for their own customers.
Transforming a company is a signifi cant undertaking,
but we have the strategy, the assets, and the team
to succeed. We are building on our formidable
strengths — a culture of innovation, market-leading
technologies, and an enviable base of more than
1.5 million clients. We also have an outstanding team
of experienced leaders who have built businesses,
launched new brands, and optimized sales operations
in this new world of commerce.
Our Progress
While it’s still early in our multiyear journey, we have
made tremendous progress on the three strategic
priorities we introduced in May 2013.
The fi rst is to stabilize our mail business. We have
moderated the rate of decline in our SMB business
during the past two years. We have taken important
steps to evolve our go-to-market model to make it more
robust, eff ective, and effi cient to reach clients. We also
grew services in our Enterprise business, where we
sorted more than 14 billion pieces of U.S. mail last
year alone.
Our second strategic priority is to drive operational
excellence. We continue to enhance our business
processes, reduce ineffi ciencies, and streamline the
organization. We have reduced our days sales outstanding
and inventory levels. In fact, our inventory is a little
more than half what it was in 2012. In May 2013, we
committed to reducing our going-rate expense by
$100 –$125 million by 2015. We did that, and we are
2
Pitney Bowes Annual Report 2014
Powering Physical and Digital Commerce
of the Fortune 500 use
our products and solutions
14B
pieces of mail presorted
by Pitney Bowes in 2014
now committed to reducing our going-rate expense
by another $100 –$125 million by 2017.
Our third strategic priority is growing our business
through digital commerce. Two years ago we identifi ed a
series of digital markets that represented approximately
$25 billion of opportunity growing at a double-digit
rate. In 2014, we grew our Digital Commerce Solutions
segment by more than 20 percent. Longer term we expect
to grow at double-digit rates in these markets. By 2017, we
expect this segment will represent 30 –35 percent of our
total revenues.
We’ve accomplished a great deal in a short period of
time and delivered on our commitments. For the fi rst
time in several years, we grew revenue for the full year.
We also met our 2014 objectives for adjusted earnings
per share and free cash fl ow. We were able to do this
46537_Text_Rev.indd 2
46537_Text_Rev.indd 2
3/23/15 6:10 PM
3/23/15 6:10 PM
Delivering
Unmatched Accuracy
and Precision
B-Source Outline, a leading Swiss business
process outsourcing company specializing
in multichannel client communication
management, serves the highly regulated
European banking industry. Leveraging
Pitney Bowes production mail technology,
including the Mailstream Productivity Series,
Mailstream Evolution™ Inserting System,
and Print+ Messenger™ Color Inkjet System,
B-Source produces and distributes
personalized and confi dential statements and
invoices that reach the right person, while
increasing productivity by up to 200 percent.
Pitney Bowes technology gives B-Source
unmatched control and visibility into every
document produced; setting a new standard
of accuracy and precision to better meet the
needs of their clients. “Pitney Bowes is the
only company today that can help us fulfi ll
our compliance requirements. The solution
provides an unmatched level of security.
For our private banking clients, accuracy
must be 100%,” said Rene Felder, CEO,
B-Source Outline.
while simultaneously making important investments
in our systems, our products, and our brand. In short,
we are building for the long term, but keeping our
commitments along the way.
We reached a signifi cant milestone in January when
we relaunched our brand strategy and identity to better
refl ect our role in this changing world of commerce
and growing relevance to a wider audience around the
world. Our new brand refl ects our ability to deliver with
accuracy, precision, and impact across the connected
and borderless world of commerce.
Creating Value
Our transformation has a singular purpose — to help
our clients succeed in the physical and digital worlds
of commerce. From small businesses to 90 percent of
the Fortune 500, our clients need to get it right every
time and need a partner who can deliver the business
outcomes they want, cost-effi ciently. We are using our
capabilities and experience to deliver innovative
solutions — from helping clients use data to market to
their best customers, to enabling the effi cient sending of
parcels and packages, to securing payments through
statements and invoices.
In our core mailing business, we continue to help small
and medium businesses simplify their shipping and
mailing operations, while improving impact. For example,
we are extending our Connect+® technology to lower
volume mailers, allowing more businesses to access our
online services and print custom-marketing messages to
enhance client engagement. Our cloud-based Mailstream
on Demand solution allows clients to create, manage,
and distribute their critical communications through
physical and digital channels.
Our ability to marry physical and digital transactions
helps clients deliver a positive experience to their own
customers and grow their businesses. Consider the
demanding world of online shopping. It’s estimated
that 1.2 billion online shoppers globally spent nearly
$1.5 trillion in 2014 on digital purchases. Most of these
digital transactions are completed with a physical
product. We help do both.
46537_Text.indd 3
46537_Text.indd 3
3/20/15 1:02 PM
3/20/15 1:02 PM
Pitney Bowes Annual Report 2014
3
Letter to Shareholders
Gaining Traction in Digital Commerce
growth
in 2014
22% of total PBI revenue
Our cross-border
shipping solution
enables U.S. eBay
sellers to reach
buyers in 64
countries
Lifestyle shoe retailer PlanetShoes sells more than
200 brands of hard-to-fi nd shoes, boots, bags, and
accessories, and ships to more than 20 countries.
Their customers want to see all of the duties, taxes,
fees, and timing associated with international shipping
before they buy. The online retailer uses our Global
eCommerce solution to remove the guesswork of
cross-border buying and selling to deliver a seamless —
and successful — shopping experience, giving
PlanetShoes the confi dence to expand.
Printlaser, the largest printing company in Brazil, serves
its country’s biggest banks and telecommunications
operations. Responsible for more than 25 percent of
Brazil’s transactional volume, Printlaser was looking for
ways to make its workfl ow more effi cient, reduce costs,
and expand its business. The company is now using
a combination of our production mailing hardware
integrated with our customer engagement software to
create and distribute more than 1.5 billion documents
per year. This allows Printlaser to deliver targeted
client communications with greater impact, accuracy,
and precision.
Our location intelligence capabilities are turning data
into insight our clients are fi nding invaluable. Clients
are using our geographic data and geospatial analysis
to make smarter strategic decisions, uncover new
opportunities, and target customers. Our technology
also makes it possible for 1.2 billion people around
the world to check in on social media.
We remain focused on innovation driven by what our
clients need, and we plan to launch several solutions
this year that help clients connect physical and digital
communications in new, more powerful ways.
A Strong Business
When we began this transformation we divested
businesses that were not core or providing adequate
returns. We used those proceeds primarily to pay
down debt. Today, we have investment-grade ratios
and have created a very strong foundation for our
business. Now in the next phase of our capital allocation
strategy, we are maintaining a balanced and disciplined
approach and are investing in the business to create
reduction in SG&A since 2012
$100M debt paid
down in 2014
reduction in inventory
since 2012
4
Pitney Bowes Annual Report 2014
46537_Text.indd 4
46537_Text.indd 4
3/20/15 3:04 PM
3/20/15 3:04 PM
Growing Our
Digital Assets
What if you could make each of your 15 million customers
feel unique? Nationwide Building Society, the United Kingdom’s
largest member-owned fi nancial institution, uses Pitney Bowes
Portrait™ Software to help create real-time customer profi les
that enable its associates to off er specifi c programs and
promotions that are aligned with customer history and needs.
This holistic view of the customer’s banking history and previous
transactions helps Nationwide provide personalized service and
better meet its customers’ needs at every interaction. Working
with Pitney Bowes, Nationwide is able to treat each of its
customers like one in 15 million.
additional value. In 2014 we delivered more than
$200 million of capital back to our shareholders through
dividends and share buybacks.
Our progress so far demonstrates the resilience and
sustainability of our business model as well as our
potential. We’re global and have leading, defendable
market positions in our core businesses. We have
substantial, recurring revenue — which drives signifi cant
cash fl ow — and a strong balance sheet that supports a
strong dividend. We have already identifi ed considerable
productivity enhancements and have a long track record
of delivering effi ciencies that continue to streamline our
operations. We are creating a common set of processes
and systems that allow us to execute more effi ciently
and at the same time pursue the tremendous growth
opportunities in digital commerce.
A Bridge to Our Second Century
Of course, it takes more than products and business
models to enable a company to reach its second century.
It takes vision and an inspired team able to drive
transformation. We have that at Pitney Bowes — 15,000
people who share a rich culture of innovation and are
dedicated to doing the right things the right way for our
clients and shareholders. They are guided by proven
leaders who have experience delivering on the
challenges and potential in front of us.
Our 95th anniversary in April is an important milestone
in our history, but it is just that, a milestone. Our
ambitions are greater and our vision is longer. We
want to take a company that has made markets and
prospered for nearly 100 years and make it a leader
in driving the physical and digital transformations that
defi ne the 21st century and our second century.
One thing that will remain consistent is our unwavering
commitment to delivering value to our clients and
shareholders. I am grateful to you, our shareholders,
for your support of our strategy and our vision to build
a new, revitalized, and energized Pitney Bowes that
will lead for decades to come.
Marc B. Lautenbach
President and
Chief Executive Offi cer
46537_Text.indd 5
46537_Text.indd 5
3/20/15 1:02 PM
3/20/15 1:02 PM
Pitney Bowes Annual Report 2014
5
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 declared per share of common stock
Average common and potential common shares outstanding
Total assets
Total debt
Stockholders’ equity
Total employees
As adjusted
EBIT
Income from continuing operations
Diluted earnings per share from continuing operations
Free cash flow
EBIT to interest
2014
2013
2012
$ 3,821,504
$ 300,006
$
$
1.47
655,526
$ 198,088
$ 180,556
$
0.75
203,961,446
$ 6,485,693
$ 3,252,006
$
77,259
15,159
$ 730,944
$ 387,414
$
1.90
$ 571,386
4.3
$ 3,791,335
$ 287,612
$
1.42
$ 624,824
$ 211,243
$ 137,512
$
0.94
$ 3,823,713
$ 379,107
$
1.88
$ 660,188
$ 255,556
$ 176,586
$
1.50
202,956,738
201,366,139
$ 6,772,708
$ 3,346,295
$ 205,176
16,097
$ 687,924
$ 366,547
$
1.81
$ 634,912
3.7
$ 7,859,891
$ 4,017,375
$ 127,404
27,353
$ 717,438
$ 377,821
$
1.88
$ 769,084
3.9
6
Pitney Bowes Annual Report 2014
46537_Text.indd 6
46537_Text.indd 6
3/20/15 1:03 PM
3/20/15 1:03 PM
Reconciliation of Reported Consolidated
Results to Adjusted Results
For the year
(Dollars in thousands, except per share amounts)
2014
2013
2012
Income from continuing operations before income taxes, as reported
$ 431,196
Restructuring charges and asset impairments
Extinguishment of debt
Other
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
84,560
61,657
(15,919)
561,494
155,705
18,375
387,414
169,450
155,705
$ 383,954
84,344
32,639
—
500,937
116,015
18,375
366,547
186,987
116,015
Preferred stock dividends of subsidiaries attributable to
noncontrolling interests
18,375
18,375
$ 511,770
17,176
—
3,817
532,763
136,556
18,376
377,831
184,675
136,556
18,376
EBIT
$ 730,944
$ 687,924
$ 717,438
Diluted earnings per share from continuing operations, as reported
$
Restructuring charges and asset impairments
Extinguishment of debt
Other
1.47
0.29
0.19
(0.05)
$
1.42
0.29
0.10
—
$
1.88
0.06
—
(0.06)
Diluted earnings per share from continuing operations, as adjusted
$
1.90
$
1.81
$
1.88
Net cash provided by operating activities, as reported
$ 655,526
$ 624,824
$ 660,188
Capital expenditures
Payments related to restructuring charges
Net tax and other (receipts) payments
Extinguishment of debt
Reserve account deposits
Pension plan contributions
(180,556)
56,162
(5,737)
61,657
(15,666)
—
(137,512)
59,520
75,545
32,639
(20,104)
—
(176,586)
74,718
114,128
—
1,636
95,000
Free cash flow
$ 571,386
$ 634,912
$ 769,084
The sum of the earnings per share amounts may not equal the totals due to rounding.
Management believes this presentation provides a reasonable basis on which to present the adjusted fi nancial information. The Company’s fi nancial results are reported in accordance
with generally accepted accounting principles (GAAP). The earnings per share and free cash fl ow results are adjusted to exclude the impact of special items such as restructuring charges,
debt extinguishment charges and other income and expense items that materially impact the comparability of the Company’s results of operations. The use of free cash fl ow has limitations.
GAAP cash fl ow includes all cash available to the Company after actual expenditures for all purposes. Free cash fl ow is the amount of cash that management could have available for
discretionary uses if it made diff erent decisions about employing cash. It adjusts for long-term commitments such as capital expenditures, and for special items such as cash used for
restructuring charges and contributions to its pension funds. All 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 fl ow and free cash fl ow in doing its planning.
The adjusted fi nancial information and certain fi nancial 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 eff ect of showing a greater amount of earnings than net income. In assessing performance, the
Company uses both EBIT and net income.
This adjusted fi nancial information should not be construed as an alternative to our reported results determined in accordance with GAAP. Further, our defi nition of this adjusted fi nancial
information may diff er from similarly titled measures used by other companies.
46537_Text.indd 7
46537_Text.indd 7
3/20/15 1:03 PM
3/20/15 1:03 PM
Pitney Bowes Annual Report 2014
7
Directors and Corporate Officers*
Directors
Corporate Offi cers
Linda G. Alvarado
President and
Chief Executive Offi cer,
Alvarado Construction, Inc.
Anne M. Busquet
Principal,
AMB Advisors, LLC
Roger Fradin
Vice Chairman,
Honeywell International Inc.
Anne Sutherland Fuchs
Consultant
S. Douglas Hutcheson
Chief Executive Offi cer,
Laser, Inc.
Marc B. Lautenbach
President and
Chief Executive Offi cer,
Pitney Bowes Inc.
Eduardo R. Menascé
Co-Chairman,
The Taylor Companies
Michael I. Roth
Chairman and
Chief Executive Offi cer,
The Interpublic Group of
Companies, Inc.
Non-Executive Chairman,
Pitney Bowes Inc.
David L. Shedlarz
Retired Vice Chairman,
Pfi zer Inc.
David B. Snow, Jr.
Chairman and
Chief Executive Offi cer,
Cedar Gate Technologies, Inc.
Mark L. Shearer
Executive Vice President
and President,
Pitney Bowes SMB
Mailing Solutions
Johnna G. Torsone
Executive Vice President
and Chief Human Resources
Offi cer
Mark F. Wright
Executive Vice President
and President, Pitney Bowes
Digital Commerce Solutions
*As of February 9, 2015
Stockholders may visit the
Pitney Bowes corporate governance
website at www.pitneybowes.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.
Marc B. Lautenbach
President and
Chief Executive Offi cer
Patrick M. Brand
Vice President and President,
Pitney Bowes Mailing,
North America
Amy C. Corn
Vice President, Secretary
and Chief Governance Offi cer
Daniel J. Goldstein
Executive Vice President
and Chief Legal and
Compliance Offi cer
Steven J. Green
Vice President — Finance
and Chief Accounting Offi cer
Abby F. Kohnstamm
Executive Vice President
and Chief Marketing Offi cer
Michael Monahan
Executive Vice President,
Chief Operating Offi cer
and Chief Financial Offi cer
Roger J. Pilc
Executive Vice President
and Chief Innovation Offi cer
Debbie D. Salce
Vice President and Treasurer
Joseph Schmitt
Vice President
and Chief Information Offi cer
8
Pitney Bowes Annual Report 2014
46537_Text.indd 8
46537_Text.indd 8
3/20/15 1:03 PM
3/20/15 1:03 PM
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, 2014
Commission file number: 1-3579
PITNEY BOWES INC.
Incorporated in Delaware
3001 Summer Street, Stamford, CT 06926
(203) 356-5000
Securities registered pursuant to Section 12(b) of the Act:
I.R.S. Employer Identification No. 06-0495050
Title of Each Class
Common Stock, $1 par value per share
$2.12 Convertible Cumulative Preference Stock (no par value)
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
No
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
No
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
No
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
No
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.
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
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
As of June 30, 2014, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $5.6 billion 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 12, 2015: 201,622,001 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement to be filed with the Securities and Exchange Commission (the Commission) no later than 120 days after our
fiscal year end and to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held May 11, 2015, are incorporated
by reference in Part III of this Form 10-K.
1
Page Number
3
9
12
12
12
12
13
15
16
29
30
30
30
30
31
31
31
31
31
32
34
35
PITNEY BOWES INC.
TABLE OF CONTENTS
PART I
PART II
Item 1.
Item 1A.
Business
Risk Factors
Item 1B.
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 2.
Item 3.
Item 4.
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.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships, Related Transactions and Director Independence
Principal Accountant Fees and Services
Item 15.
Exhibits and Financial Statement Schedules
PART IV
Signatures
Consolidated Financial Statements and Supplemental Data
2
PART I
Forward-Looking Statements
This Annual Report on Form 10-K (Annual Report) 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 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:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
declining physical mail volumes
competitive factors, including pricing pressures, technological developments and introduction of new products and services by
competitors
our success in developing and transitioning to more digital-based products and services and the market’s acceptance of these
new products and services
the success of our investment in rebranding the company to build the market awareness to create new demand for our businesses
our ability to gain product approval in new markets where regulatory approval is required
changes in postal or banking regulations
the continued availability and security of key information systems
our ability to successfully implement a new ERP system without significant disruption to existing operations
third-party suppliers' ability to provide product components, assemblies or inventories
our success at managing the relationships with our outsource providers, including the costs of outsourcing functions and operations
not central to our business
loss of some of our largest clients or business partners in our Digital Commerce Solutions segment
the cost to comply with current and any changes in information security requirements and privacy laws
intellectual property infringement claims
our success at managing customer credit risk
significant changes in pension, health care and retiree medical costs
• macroeconomic factors, including global and regional business conditions that adversely impact customer demand, access to
capital markets at reasonable costs, changes in interest rates and foreign currency exchange rates
•
•
•
income tax adjustments or other regulatory levies for prior audit years and changes in tax laws, rulings or regulations
a disruption of our businesses due to changes in international or national political conditions, including the use of the mail for
transmitting harmful biological agents or other terrorist attacks
acts of nature
Other risks that may also adversely impact us are more fully described under "Item 1A. Risk Factors" in this Annual Report.
ITEM 1. BUSINESS
General
Pitney Bowes Inc. (we, us, our, or the company), was incorporated in the state of Delaware in 1920. We are a global technology company
offering innovative products and solutions that enable commerce in the areas of customer information management, location intelligence,
customer engagement, shipping and mailing, and global ecommerce. More than 1.5 million clients in approximately 100 countries around
the world rely on our products, solutions and services.
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 thereto filed with, or furnished to, the Securities and Exchange
Commission (the SEC), are available, free of charge, through the Investor Relations section of our website at www.pb.com/investorrelations
or from the SEC's website at www.sec.gov, as soon as reasonably practicable after these reports are electronically filed with, or furnished
to, the SEC. The other information found on our website is not part of this or any other report we file with or furnish to the SEC.
3
You may also read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington,
DC 20549 or request copies of these documents by writing to the Office of Public Reference. Call the SEC at (800) 732-0330 for further
information on the operations of the Public Reference Room and copying charges.
Our Strategy and Business Segments
Our business is organized around three distinct sets of solutions -- Small and Medium Business (SMB) Solutions, Enterprise Business
Solutions and Digital Commerce Solutions (DCS).
Small and Medium Business Solutions
We are a global leader in providing a full range of mailing equipment, software, supplies and support services that enable our clients to
efficiently create mail and evidence postage. We segment the SMB Solutions group between our North America operations, comprising
the U.S. and Canadian businesses, and our International operations, comprising all other SMB businesses globally. We are a leading
provider of postage meters and have over 900,000 meters installed in North America and over 300,000 meters installed elsewhere. This
business is characterized by a high level of recurring revenue driven by rental, lease and loan arrangements, contract support services
and supplies sales.
Enterprise Business Solutions
Our Enterprise Business Solutions group includes equipment and services that enable large enterprises to process inbound and outbound
mail. We segment the Enterprise Business Solutions group between our Production Mail operations and Presort Services operations.
Production Mail
Our product and service offerings enable clients to integrate all areas of print and mail into an end-to-end production environment from
message creation to dispatch while realizing cost savings on postage. The core products within this segment include high-speed, high-
volume inserting equipment, customized sortation products for mail and parcels and high-speed digital color printing systems that create
high-value, relevant and timely communications targeted to our clients' customers.
Presort Services
We are a national outsource provider of mail presort services for first-class, standard-class and flat mail in the U.S. and a workshare
partner of the United States Postal Service (USPS). Our Presort Services network provides mailers with end-to-end solutions from pick
up at their location to delivery into the postal system. Approximately 90 billion pieces of mail are processed annually by third-parties
like us or through in-house operations. Through our network of 32 U.S. locations, and with our fully-customized proprietary technology,
we process approximately 15 billion pieces of mail annually and are able to expedite mail delivery and optimize postage savings for our
clients. Our client volumes represent less than 25% of all automated first-class, standard-class and flat mail.
Digital Commerce Solutions
We provide a broad range of solutions, including customer information management, location intelligence, customer engagement, shipping
management and global ecommerce. These solutions are primarily delivered as traditional software licenses, enterprise platforms,
software-as-a-service (SaaS) and on-demand applications. The DCS segment is dependent on a relatively small number of clients and
business partners for a large portion of its revenue.
Customer information management solutions help businesses harness and deliver a deep and broad understanding of their customers and
their context, such as location, relationships, propensity, sentiment and influence. The trusted data and associated insights allow our
clients to deliver a personalized customer experience across multiple channels, manage risk and compliance, and improve sales, marketing
and service effectiveness. We are one of the market leaders in the data quality segment. Large corporations and government agencies rely
on our products in very complex, high-volume, transactional environments to support their business processes.
Location intelligence solutions enable our clients to organize and understand the complex relationships between location, geographic
and other forms of data to drive business decisions and customer experiences. Our location intelligence solutions use predictive analytics,
location, geographic and socio-demographic characteristics, which enable our clients to harness the power of location to better serve their
customers, solve business problems, deliver location-based services and ultimately drive business growth.
Customer engagement solutions provide clients with insight and understanding into customer behavior and interactions across the entire
customer lifecycle, enabling them to orchestrate impactful, relevant and timely physical and digital interactions. When coupled with our
inserting, sortation and digital print products, we are able to provide clients an all-inclusive solution that enables them to create, print
and distribute wide-spread targeted customer communications. Our customer engagement solutions enable our clients to create connected
experiences that positively influence future consumer behavior and generate business growth.
4
Shipping management solutions enable clients to reduce transportation and logistics costs, select the best carrier based on need and cost,
improve delivery times and track packages in real-time. We also offer scalable global logistics management systems that can be integrated
into mail centers, as well as desktop and production shipping environments.
Global ecommerce solutions enable full transparency of the fully landed costs by quoting duty, taxes and shipping at checkout, compliance
with all import/export complexities, restrictions, regulations and documentation requirements and provide reliable tracking information.
Our global ecommerce software platform is currently utilized by over 40 direct merchants and a major online marketplace enabling
millions of parcels to be shipped to over 60 countries from the U.S. and more than 15 countries from the U.K.
We also offer targeted direct and digital marketing programs to large advertisers that enable them to connect with movers. Through a
contract with the USPS, we produce a "Movers' Guide" in both printed and digital format and a "Welcome Kit" in printed format with
targeted advertisers' coupons for movers. We also offer digital advertising programs through MyMove.com, a move related website we
own and operate.
Client Service
We have a client care service organization that provides telephone, online and on-site support to diagnose and repair our increasingly
complex mailing equipment, production printers and sophisticated software solutions. Most of our support services are provided under
annual contracts.
Sales and Marketing
We sell to a variety of business, governmental, institutional and other organizations. We have a broad base of clients and we are not
dependent upon any one client or type of client for a significant part of our total revenue.
We market our products and services through a direct and inside sales force, direct mailings, outbound telemarketing, independent dealers
and distributors and web channels. During 2014, we began implementing a phased roll-out of a go-to-market strategy designed to improve
the sales process and reduce costs by providing our clients broader access to products and services though expanded insides sales and
web channels with less reliance on a direct sales force. We are in the final stages of implementing this go-to-market strategy in our North
America businesses and will implement this strategy in our International Mailing and other businesses in 2015.
We have made, and are continuing to make, significant investments in the rebranding of the company in order to build market awareness
and client demand for our products and services. We are also making investments in marketing in support of the company’s brand and
business strategy. The brand investments, including a newly launched external website (www.pb.com), are designed to enhance our
operational and go-to-market changes, including how we sell to and service clients.
Competition
All of our businesses face competition from a number of companies. Our competitors range from large, multinational companies that
compete against many of our businesses to smaller, more narrowly focused regional and local firms. We compete on the basis of technology
and innovation; breadth of product offerings; our ability to design and tailor solutions to specific client needs; performance; client service
and support; price; quality and brand.
We must continue to invest in our current technologies, products and solutions, and in the development of new technologies, products
and solutions in order to maintain and improve our competitive position. We will encounter new competitors as we transition to higher
value markets and offerings and enter new markets.
A summary of the competitive environment for each of our business segments is as follows:
North America Mailing and International Mailing
We face competition from other mail equipment companies and companies that offer products and services as alternative means of message
communications. The principal competitive factors in these markets include pricing, available financing and payment offerings, product
reliability, support services, industry knowledge and expertise and attractiveness of alternative communication methods. Our competitive
advantage includes our breadth of physical and web-based digital offerings, customer service and our extensive knowledge of the shipping
and mailing industry.
Through our wholly owned subsidiary, The Pitney Bowes Bank (the Bank), we offer a revolving credit solution to our SMB clients in
the United States that enables them to pay for the use of certain mailing equipment under rental agreements and purchase products,
5
supplies and services. The Bank also provides a deposit solution to those clients who prefer to prepay postage and earn interest on their
deposits. Not all our competitors are able to offer these financing and payment solutions to their customers and we believe these solutions
differentiate us from our competitors and are a source of competitive advantage. The Bank is chartered as an Industrial Bank under the
laws of the State of Utah, and regulated by the Federal Deposit Insurance Corporation (FDIC) and the Utah Department of Financial
Institutions.
Production Mail
We face competition from a small number of companies that offer large production printers, inserters or sorters, but only a few companies
are able to offer all of these products and integrate them into an end-to-end solution. The principal competitive factors include functionality,
reliability, productivity, price and support. We believe we have a competitive advantage as our equipment provides a wider range of
features and functionality and greater productivity than our competitors, which drives a higher investment return for our clients.
Presort Services
We are a significant third-party presort service provider in the United States and the only provider with a national network. We face
competition from regional and local presort providers, service bureaus that offer presort solutions as part of a larger bundle of outsourcing
services and large entities that have the capability to presort their own mailings in-house. The principal competitive factors include
innovative service, delivery speed, industry experience and expertise and economies of scale. Our competitive advantage includes our
extensive network, size of our presort facilities and our innovative and proprietary technology that enables us to provide our clients with
reliable and accurate services at maximum discounts.
Digital Commerce Solutions
The DCS segment operates in several highly competitive and rapidly evolving markets. We face competition from large global companies
that offer a broad range of solutions to smaller, more narrowly-focused companies that can design very targeted solutions. In addition,
major global delivery services companies are acquiring the technology to improve their global ecommerce shipping capabilities. The
principal competitive factors include reliability, functionality and ease of integration and use, scalability, innovation, support services
and price. We compete in this segment based on the accuracy and processing speed of our solutions, particularly those used in our location
intelligence and global ecommerce solutions, the breadth and scalability of our products and solutions, our single-sourced geocoding and
reverse geocoding capabilities, and our ability to identify rapidly changing customer needs and develop technologies and solutions to
meet these changing needs.
Our direct marketing services products compete with multiple alternative marketing offerings for a portion of our clients' overall marketing
budget by demonstrating the value of our products and services relative to these other marketing programs available to our advertising
clients.
Financing Solutions
We offer a variety of finance and payment solutions to clients to finance their equipment and product purchases, rental and lease payments,
postage replenishment and supplies purchases. We establish credit approval limits and procedures based on the credit quality of the client
and the type of product or service provided to control risk in extending credit to clients. 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 clients with common credit characteristics. The program defines the criteria under which we will accept a client without
performing a more detailed credit investigation, such as maximum equipment cost, a client's time in business and payment experience.
We closely monitor the portfolio by analyzing industry sectors and delinquency trends by product line, industry and client to ensure
reserve levels and credit policies reflect current trends. Management continues to closely monitor credit lines and collection resources
and revise credit policies as necessary to be more selective in managing the portfolio.
Our financing operations face competition, in varying degrees, from large, diversified financial institutions, including leasing companies,
commercial finance companies and commercial banks, as well as small, specialized firms.
Research, Development and Intellectual Property
We invest in research and development programs to develop new products and solutions, enhance the effectiveness and functionality of
existing products and solutions and deliver high value technology, innovative software and differentiated services in high value segments
of the market. 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. However, our businesses are not materially dependent on any one patent or license or group of related
patents or licenses.
6
Our research and development expenditures were $110 million, $110 million and $114 million in 2014, 2013 and 2012, respectively. In
2015, research and development activities will include investments in our DCS offerings. We will also invest in our mailing equipment
product line to enhance the effectiveness, functionality and value proposition of these products and solutions.
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. We are further subject to the regulations of the State of Utah Department of Financial Institutions and the FDIC with
respect to the operations of the Bank and certain company affiliates that provide services to the Bank. We are also subject to the regulations
of transportation, customs and other trade authorities worldwide related to the cross-border shipment of equipment, materials and parcels.
In addition, we are subject to regulations worldwide concerning data privacy and security for our businesses that use, process and store
certain personal, confidential or proprietary data.
Employees and Employee Relations
At December 31, 2014, we have approximately 10,600 employees in North America and 4,600 employees internationally. We believe
that our current relations with employees are good. Management keeps employees informed of decisions and encourages and implements
employee suggestions whenever practicable.
7
Executive Officers of the Registrant
Our executive officers are as follows:
Name
Age
Title
Marc B. Lautenbach
Daniel J. Goldstein
Abby F. Kohnstamm
Michael Monahan
Roger J. Pilc
Mark L. Shearer
Johnna G. Torsone
Mark F. Wright
53
53
61
54
47
58
64
57
President and Chief Executive Officer
Executive Vice President and Chief Legal and Compliance Officer
Executive Vice President and Chief Marketing Officer
Executive Vice President, Chief Operating Officer and Chief Financial Officer (1)
Executive Vice President and Chief Innovation Officer
Executive Vice President and President, Pitney Bowes SMB Mailing Solutions
Executive Vice President and Chief Human Resources Officer
Executive Vice President and President, Pitney Bowes Digital Commerce Solutions
Executive
Officer Since
2012
2010
2013
2005
2013
2013
1993
2013
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. Lautenbach was appointed President and Chief Executive Officer of the company in December 2012. Before joining Pitney Bowes,
Mr. Lautenbach held numerous positions during his career at IBM, which he joined in 1985. His leadership roles at IBM included serving
as Vice President Small and Medium Business in Asia Pacific from 1998-2000, General Manager of IBM Global Small and Medium
Business from 2000-2005, General Manager of IBM North America from 2005-2010, and Managing Partner, North America, for IBM
Global Business Services.
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.
Ms. Kohnstamm joined the company as Executive Vice President and Chief Marketing Officer in June 2013. Before joining Pitney Bowes,
Ms. Kohnstamm served as President of Abby F. Kohnstamm & Associates, Inc., a marketing and consulting firm.
Mr. Pilc joined the company as Executive Vice President and Chief Innovation Officer in June 2013. Before joining Pitney Bowes, Mr.
Pilc served as General Manager at CA Technologies, where he was responsible for the company’s Industries, Solutions and Alliances
unit.
Mr. Shearer joined the company as Executive Vice President and President, Pitney Bowes SMB Mailing Solutions in April 2013. Before
joining Pitney Bowes, Mr. Shearer held numerous positions during his 30 year career at IBM, including general management, business
and product strategy, and marketing. Before his retirement from IBM in 2010, he served as Vice President, Marketing and Strategy for
IBM’s hardware business.
Mr. Wright joined the company as Executive Vice President and President, Pitney Bowes Software Solutions in April 2013. In February
2014, the board of directors elected him to the office of Executive Vice President and President, Pitney Bowes Digital Commerce Solutions.
Before joining Pitney Bowes, Mr. Wright served as Executive Vice President, Enterprise Solutions Group, Information Global Solutions.
(1) Mr. Monahan was appointed to the newly created position of Chief Operating Officer effective February 9, 2015. He will continue
his role as Chief Financial Officer.
8
ITEM 1A. RISK FACTORS
Our operations face certain risks that should be considered in evaluating our business. We manage and mitigate these risks on a proactive
basis, including through the use of an enterprise risk management program. Nevertheless, the following risk factors, some of which may
be beyond our control, could materially impact our business, financial condition, results of operations, brand and reputation, and may
cause future results to be materially different than our current expectations. These risk factors are not intended to be all inclusive.
We are subject to postal regulations and processes, which could adversely affect our revenue and profitability.
A significant portion of our revenue and profitability 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 revenue and profitability 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, client behavior and the overall mailing industry.
The volume of physical mail delivered via traditional postal services has been declining and is projected to continue to decline. If we are
not successful at addressing this decline and transitioning to more digital-based products and services, our results of operations and
profitability could be adversely impacted.
The historical decline in mail volumes has had an adverse impact on our revenues and profitability and is expected to continue to influence
our revenue and profitability in the future. We have been employing strategies for stabilizing our mailing business and providing our
clients broader access to products and services through online and direct sales channels. In addition, we are introducing new products
and services and transitioning our current products and services to more digital offerings; however, the margins associated with these
digital offerings are typically lower than our traditional mailing business. There is no guarantee that these offerings will be widely accepted
in the marketplace, and they will likely face competition from existing and emerging alternative products and services.
Further, an accelerated or sudden decline in physical mail volumes could have an adverse effect on our mailing business. An accelerated
or sudden decline could result from, among other things, changes in our clients' communication behavior, changes in communication
technologies or 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.
If we are not successful at meeting the continuing challenges faced in our mailing business, or if physical mail volumes were to experience
an accelerated or sudden decline, our financial results could be negatively impacted.
If we are not successful in increasing revenue in our DCS segment, our consolidated revenues, profitability and long-term growth could
be adversely impacted.
We are executing on a strategy to grow revenue significantly in our DCS segment. The successful execution of this strategy will require
us to make continued investments in research and development opportunities that offer the greatest potential for near and long-term
growth. These investments include, among other things, new and enhanced offerings in our global ecommerce, location intelligence and
customer engagement solutions, and the specialization of sales channels. However, the process of developing new technologies, products
and solutions can be time-consuming, costly and uncertain, and there are no guarantees that we will be successful developing new
technologies and solutions to meet rapidly changing customer needs. Further, even if we are successful at developing new technologies
and solutions, they may not be accepted by the marketplace.
We may not realize the anticipated benefits from our planned implementation of a new Enterprise Resource Planning (ERP) system, and
the transition to the new ERP system may not be uninterrupted or error-free.
We are in the process of implementing a new ERP system that is expected to provide operating cost savings through the elimination of
redundant systems and strategic efficiencies through the use of a standardized, integrated system. We have made and will continue to
make significant investments and incur incremental expenses over the course of the implementation of this ERP system. We expect this
implementation will begin in 2015 and occur in stages over the next few years. If the implementation of the system is not successful, or
is delayed, the expected operating cost savings and strategic efficiencies may be delayed or may not be obtained or sustainable.
Further, the transition to the new ERP system will affect numerous systems necessary for the company's operation. If we fail to correctly
implement one or more components of the new ERP system, we could experience significant disruption to our operations. Such disruptions
could include, among other things, temporary loss of data, inability to process certain orders, failure of systems to communicate with
each other and the inability to track or reconcile key data.
9
If we are unable to protect our information technology systems against service interruptions, misappropriation of data, or breaches of
security resulting from cyber-attacks or other events, or we encounter other unforeseen difficulties in the operation of our information
technology systems, our operations could be disrupted, our reputation may be harmed and we could be subject to legal liability or
regulatory enforcement action.
Several of our businesses use, process and store proprietary information and confidential data relating to our businesses, clients and
employees. Privacy laws and similar regulations in many jurisdictions where we do business, as well as customer demands, require that
we take significant steps to safeguard this information. Both customer demands and legal requirements continue to evolve. We have
security systems and procedures in place 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 breach our security systems and misappropriate
confidential information. Breaches of our security systems could result in the loss of data or the unauthorized disclosure or misuse of
confidential information of our clients or our clients' customers. This could result in harm to our reputation, damage to our systems,
governmental inquiries, investigations or regulatory enforcement action, the payment of fines or other penalties, legal claims by our
clients and the payment of significant remediation costs.
We rely on the continuous and uninterrupted performance of our information technology systems to support numerous business processes
and activities, to support and service our clients and to support postal services. 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. These systems are subject to adverse
acts of nature, targeted or random security breaches, cyber-attacks, computer viruses, vandalism, power loss, computer or communications
failures and other unexpected events. We have disaster recovery plans in place to protect our business operations in case of such events;
however, there can be no guarantee that these plans will function as designed. If our information technology systems are damaged or
cease to function properly, we could be prevented from fulfilling orders and servicing clients and postal services. Also, we may have to
make a significant investment to repair or replace these systems, and could suffer loss of critical data and interruptions or delays in our
operations.
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 services, components and supplies, including a large portion
of our product manufacturing and some non-core functions and operations. In certain instances, we rely on single-sourced or limited-
sourced suppliers and outsourcing vendors around the world because doing so is advantageous due to quality, price or lack of alternative
sources. If production or services were 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 were interrupted, not performed, or the performance was poor, our ability to process, record and report transactions with our
clients and other constituents could be impacted. Such interruptions in the provision of supplies and/or services could impact our ability
to meet client demand, damage our reputation and client relationships and adversely affect our revenue and profitability.
Capital market disruptions and credit rating downgrades could adversely affect our ability to provide financing services to our clients
and to fund various discretionary priorities, including business investments, acquisitions and dividend payments.
We fund our financing activities with a combination of cash generated from operations, deposits held in the Bank and access to the U.S.
capital markets to facilitate short and long-term borrowings. Our ability to access the U.S. capital markets and the cost associated with
our funding activities is dependent on our credit ratings and market volatility.
A credit ratings downgrade, material capital market disruptions, significant withdrawals by depositors at the Bank, adverse changes to
our industrial loan charter or a significant decline in cash flow could impact our ability to provide competitive finance offerings to our
clients. In addition, if such events occurred, there can be no assurance that liquidity funding sources would be available or sufficient and
that related costs would not adversely impact our ability to fund various discretionary priorities, including business investments,
acquisitions and dividend payments.
The loss of any of the company’s largest clients or business partners in our DCS segment could have a material adverse effect on the
segment.
The DCS segment is dependent on a relatively small number of significant clients and business partners for a large portion of its revenue.
The loss of any of these larger clients or business partners, or a substantial reduction in their use of our products or services, could have
a material adverse effect on the revenue and profitability of the segment. There can be no assurance that our larger clients and business
partners will continue to utilize our products or services at current levels, or that we would be able to replace any of these clients or
business partners with others who can generate revenue at current levels.
10
Our inability to obtain and protect our intellectual property and defend against claims of infringement by others may negatively impact
our operating results.
We rely on copyright, trade secret, patent and other intellectual property laws to establish and protect proprietary rights that are important
to our business. If we fail to enforce our intellectual property rights, our business may suffer. We, our clients, 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 products.
If we fail to comply with government contracting regulations, our operating results, brand name and reputation could suffer.
We have a significant number of contracts with governmental entities. Government contracts are subject to extensive and complex
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 these 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.
We may not realize the anticipated benefits of strategic acquisitions and divestitures, which may harm our financial results.
As we increase our focus towards providing more digital technology and software solutions while maintaining a leadership role in the
mailing industry, we may make strategic acquisitions or divest certain businesses. These acquisitions and divestitures may involve
significant risks and uncertainties, which could have an adverse effect on our operating results, including:
•
•
•
•
•
the loss of key employees or clients of businesses acquired or divested;
significant charges to earnings for employee severance and other restructuring costs, goodwill and asset impairments and legal,
accounting and financial advisory fees;
difficulties in achieving anticipated benefits or synergies from acquisitions and divestitures;
difficulties in integrating newly acquired businesses and operations, including combining product and service offerings and
entering new markets, or reducing fixed costs previously associated with divested businesses; and
difficulties in identifying and separating intellectual property to be divested from intellectual property we wish to keep.
If we are not successful at realizing the anticipated benefits of strategic acquisitions and divestitures, our financial results could be
negatively impacted.
Our operations expose us to the risk of material environmental liabilities, litigation and violations.
We are subject to various federal, state, local and foreign environmental protection and health and safety laws governing, among other
things:
•
•
•
•
•
the generation, storage, use and transportation of hazardous materials;
emissions or discharges of substances into the environment;
the cleanup of contaminated sites;
substances that may be subject to regulation in the manufacture, distribution, use or disposal of our products; and
the health and safety of our employees.
Environmental laws are complex, change frequently and have tended to become more stringent over time. If we are found to have violated
these laws, we could be fined, criminally charged or otherwise sanctioned by regulators. In addition, private parties could bring personal
injury or other claims due to the presence of, or exposure to, hazardous substances. Certain environmental laws can assess liability on
contaminated sites retroactively, on a joint and several basis, and without any finding of noncompliance or fault. From time to time, we
may be involved in litigation over these issues. The amount and timing of costs under environmental laws are difficult to predict and
there can be no assurance that these costs will not materially adversely affect our financial condition, results of operations or cash flows.
Our investment in rebranding the company and enhancing marketing programs to build the market awareness necessary to create demand
for our businesses may not result in increased revenue and could adversely affect our profitability.
Our new brand strategy and identity are important to the next phase of our global business transformation. Our phased roll-out of the
new branding is integrated into the way we sell and service clients, including sales collateral and the digital experience of getting
information, service performance and transacting on our website. These factors are important to maintaining acceptance of our products
and services by our existing clients and achieving increased acceptance with new clients. We expect increased spending in brand
development and marketing promotion activities and if this increased spending does not result in increased revenue sufficient to offset
these expenses, our profitability could be adversely affected.
11
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We own or lease numerous facilities worldwide, which house general offices, including our corporate headquarters located in Stamford,
Connecticut, sales offices, service locations, data centers and call centers. We conduct research and development, manufacturing and
assembly, product management, information technology and many other activities at our Global Technology Center located in Danbury,
Connecticut. We also have research and development facilities located in Noida, India and Pune, India. Management believes that our
facilities are well maintained, are in good operating condition and are suitable and adequate for our current business needs.
ITEM 3. 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 clients; or disputes with employees. Some of
these actions may be brought as a purported class action on behalf of a purported class of employees, clients or others.
In December 2013, we received a Civil Investigative Demand (CID) from the Department of Justice (DOJ) pursuant to the False Claims
Act requesting documents and information relating to compliance with certain postal regulatory requirements in our Presort Services
business. We had previously provided information to the DOJ in response to letter requests and continue to provide information in response
to the CID and other requests from the DOJ. Given the current stage of this inquiry, we cannot provide an estimate of any possible losses
or range of loss and we cannot yet predict the ultimate outcome of this matter or its impact, if any, on our business, financial condition
or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
12
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). At January 31,
2015, we had 18,689 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.
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Share Repurchases
Stock Price
High
Low
Dividend Per
Share
$
$
$
$
$
$
$
$
26.63
28.23
28.37
25.68
15.56
16.43
18.82
24.18
$
$
$
$
$
$
$
$
21.01
24.06
24.63
22.38
10.71
13.12
13.76
18.21
$
$
$
$
0.1875
0.1875
0.1875
0.1875
0.75
0.3750
0.1875
0.1875
0.1875
0.9375
We may periodically repurchase shares of our common stock to manage the dilution created by shares issued under employee stock
plans and for other purposes. During 2014, we repurchased 1,863,262 shares of our common stock in the open market at an average
share price of $26.84. There were no share repurchases during the fourth quarter of 2014. At December 31, 2014, we have authorization
to repurchase up to $100 million of our common stock.
Stock Performance Graph
In 2014, we revised our peer group in response to our enhanced focus on software and technology. Our new peer group consists of
services, industrial and technology companies with revenues of $3 to $22 billion and market capitalization of $2 to $16 billion.
Our new peer group is comprised of: Alliance Data Systems Corporation, Diebold, Incorporated, DST Systems Inc., EchoStar Corp.,
Fidelity National Information Services, Inc., Fiserv, Inc., Harris Corporation, Iron Mountain Inc., Lexmark International Inc., NCR
Corp., Pitney Bowes Inc., R.R. Donnelley & Sons Company, Rockwell Automation Inc., Unisys Corporation, The Western Union
Company and Xerox Corporation.
Our prior peer group was comprised of: Agilent Technologies Inc., Alliance Data Systems Corporation, Avery Dennison Corp., Diebold,
Incorporated, DST Systems Inc., Fiserv, Inc., Harris Corporation, Iron Mountain Inc., Lexmark International Inc., NCR Corp., Pitney
Bowes Inc., R.R. Donnelley & Sons Company., Rockwell Automation Inc., Unisys Corporation and Xerox Corporation.
The accompanying graph and table below compare the most recent five-year share performance of Pitney Bowes, the Standard and
Poor's (S&P) 500 Composite Index, our new peer group and our prior peer group. On a total return basis, assuming reinvestment of
all dividends, $100 invested in Pitney Bowes, the S&P 500 Composite Index, the new peer group and the prior peer group on December
31, 2009 would have been worth $149, $205, $203 and $205, respectively, on December 31, 2014.
All information is based upon data independently provided to us by Standard & Poor's Corporation and is derived from their official
total return calculation. Total return for the S&P 500 Composite Index and each peer group is based on market capitalization, weighted
for each year. The stock price performance is not necessarily indicative of future stock price performance.
13
Company Name / Index
Pitney Bowes
S&P 500
New Peer Group
Old Peer Group
Indexed Returns December 31,
2009
$100
$100
$100
$100
2010
$114
$115
$115
$121
2011
$93
$117
$110
$110
2012
$60
$136
$120
$125
2013
$139
$180
$185
$191
2014
$149
$205
$203
$205
14
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 in Item 8 of this Form 10-K.
Years Ended December 31,
2014
3,821,504
2013
2012
2011
2010
$
3,791,335
$
3,823,713
$
4,030,669
$
4,125,101
$
$
$
$
$
$
$
$
$
$
$
287,612
(144,777)
142,835
1.43
(0.72)
0.71
1.42
(0.71)
0.70
0.9375
$
$
$
$
$
$
$
379,107
66,056
445,163
1.89
0.33
2.22
1.88
0.33
2.21
1.50
2013
6,772,708
3,346,295
3,346,295
296,370
December 31,
2012
7,859,891
3,642,375
4,017,375
296,370
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
418,967
198,513
617,480
2.07
0.98
3.06
2.07
0.98
3.05
1.48
2011
8,147,104
3,683,909
4,233,909
296,370
$
$
$
$
$
$
$
$
$
$
$
244,460
47,919
292,379
1.19
0.23
1.42
1.18
0.23
1.41
1.46
2010
8,444,023
4,239,248
4,289,248
296,370
Total revenue
Amounts attributable to common stockholders:
Net income from continuing operations
Income (loss) from discontinued operations
Net income - Pitney Bowes Inc.
$
$
$
300,006
33,749
333,755
Basic earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
$
$
1.49
0.17
1.65
Diluted earnings per share attributable to common stockholders (1):
1.47
Continuing operations
$
Discontinued operations
Net income - Pitney Bowes Inc.
Cash dividends paid per share of common stock
Balance sheet data:
Total assets
Long-term debt
Total debt
Noncontrolling interests (Preferred stockholders'
equity in subsidiaries)
0.17
1.64
0.75
2014
6,485,693
2,927,127
3,252,006
296,370
$
$
$
$
$
$
(1) The sum of earnings per share may not equal the totals due to rounding.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. This
discussion and analysis contains forward-looking statements based on management's current expectations, estimates and projections and
involve risks and uncertainties. Our actual results may differ significantly from those currently expressed in our forward-looking statements
as a result of various factors, including those factors described under "Forward-Looking Statements" and "Risk Factors" contained
elsewhere in this Annual Report. All table amounts are presented in thousands of dollars, unless otherwise stated.
Overview
Revenue for 2014 increased 1% to $3,822 million compared to $3,791 million in 2013. Business service revenue increased 23% over the
prior year, primarily due to growth in our global ecommerce solutions and higher volumes of first-class mail processed and improved
operational efficiencies in our presort business. Software revenue increased 8% due to higher software licensing revenue. Supplies revenue
increased 5% due to the growing base of production print equipment and improved sales in our mailing business. Partially offsetting
these increases was a decline in equipment sales of 11% primarily due to strong sales of production print equipment in 2013 and lower
equipment sales in our mailing business. Rentals and support services declined 5% and 3%, respectively, due to a decline in the number
of installed meters worldwide and financing revenue declined 4% because of lower equipment sales in prior periods.
Looking at our operating segments, DCS revenue grew 21% primarily due to increased parcel volumes using our global ecommerce
solutions and higher software licensing revenue. Enterprise Business Solutions revenue declined 2% due to a 10% decline in Production
Mail revenue primarily as a result of strong sales of production print equipment in 2013. This decline was partially offset by a 6% increase
in Presort Services due to higher volumes of first-class mail processed and improved operational efficiencies. SMB revenue declined 4%
primarily due to continued declines in mail volumes and our installed meter population.
Net income from continuing operations and earnings per diluted share for the year were $300 million and $1.47, respectively, compared
to $288 million and $1.42, respectively, in 2013. The increase was primarily due to lower selling, general and administrative expenses
primarily due to the benefits of our restructuring actions, changes in our go-to-market strategy and other productivity initiatives. An
increase in the effective tax rate partially offset these benefits.
We generated cash flow from operations of $656 million, received $102 million from the sale of businesses and issued $509 million of
long-term debt. We used these proceeds to redeem $600 million of debt, fund capital investments of $181 million, pay dividends of $170
million and repurchased $50 million of our common shares. At December 31, 2014, cash and cash equivalents was $1,079 million.
Outlook
Our growth initiatives continue to focus on leveraging our expertise in physical and digital communications, hybrid communications and
the development of products, software, services and solutions that help our clients connect with customers to power commerce and grow
their businesses. In 2015, we will make significant investments to begin implementing our ERP program, expand our marketing efforts
to build awareness of our unique capabilities and refreshed brand identity and complete our go-to-market initiatives globally. We anticipate
these incremental expenses could approximate $0.15 to $0.18 per diluted share in 2015. However, we anticipate the continued benefits
from prior restructuring programs and the transition to an inside sales organization should mostly offset the incremental costs associated
with the ERP implementation and expanded brand and marketing programs. We also expect the incremental expenses incurred in 2015
to provide profitability benefits in 2016 and beyond.
We expect revenue and profitability growth in our DCS segment to be driven by increasing volumes associated with our global ecommerce
solutions, including a full year benefit of our U.K. outbound cross-border services, continued licensing demand for our location intelligence,
customer information management and customer engagement solutions and higher revenue from marketing services and shipping solutions
driven by new client acquisitions and expanded services provided to existing clients.
Within the SMB group, we expect revenue to decline, but at a moderating rate as trends in our North America mailing business continue
to progress and stabilize and we see improved sales productivity from our go-to-market initiatives. In our International Mailing business,
we expect revenue to be challenged due in part to the uncertain macro-economic environment in Europe, potential distractions from the
roll-out of our go-to-market strategy, and as a result of our 2014 initiatives to exit certain non-core product lines in Norway and transition
our business in certain European countries to a dealer network.
Within the Enterprise Business Solutions group, we expect continued revenue and profitability growth in our Presort Services segment
due to client expansion, higher processed mail volumes and operational efficiencies. Within our Production Mail segment, we anticipate
16
that revenue growth could be challenged by the uncertain macro-economic environment in Europe, the impact on revenue from the
transition of our business in certain European countries to a dealer network and declining services revenue.
In recent months, we have seen a considerable strengthening of the U.S. dollar. A continuing strong U.S. dollar could adversely affect
our reported revenues and profitability, both from a translation perspective as well as a competitive perspective, as the cost of our
international competitors' products and solutions improves relative to our products and solutions. A strengthening dollar could also affect
the demand for U.S. goods sold to consumers in other countries through our global ecommerce solutions.
Revenue by source and the related cost of revenue are shown in the following tables:
RESULTS OF OPERATIONS
Revenue
Equipment sales
Supplies
Software
Rentals
Financing
Support services
Business services
Total revenue
Cost of revenue
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
Year Ended December 31,
% change
2014
2013
2012
2014
2013
$
$
770
300
430
485
433
625
779
$
868
286
398
512
449
647
631
841
279
413
541
481
675
594
$
3,822
$
3,791
$
3,824
(11)%
5 %
8 %
(5)%
(4)%
(3)%
23 %
1 %
3 %
2 %
(3)%
(5)%
(7)%
(4)%
6 %
(1)%
Year Ended December 31,
2014
2013
2012
$
% of revenue
$
% of revenue
$
$
366
94
124
97
78
377
545
1,681
47.5% $
31.2%
28.8%
20.1%
18.1%
60.3%
70.0%
44.0% $
423
89
111
100
78
400
450
1,651
48.7 % $
31.3 %
27.8 %
19.6 %
17.3 %
61.9 %
71.3 %
43.5 % $
$
378
86
115
110
77
420
396
1,582
% of revenue
45.0%
30.7%
28.0%
20.3%
16.1%
62.2%
66.7%
41.4%
Equipment sales
Equipment sales decreased 11% in 2014 compared to 2013. Approximately half of this decrease came from lower sales of production
mail inserters and high-speed printers and half came from lower sales in our SMB group. The decline in production mail inserters and
high-speed production printers was due to significant installations of this equipment for certain enterprise customers in 2013. In our
mailing business, equipment sales declined due to a temporary distraction from the transition to an inside sales organization and
reassignment of accounts and resources in North America, the exit of certain non-core product lines in Norway, the transition of our
business in certain European countries to a dealer network and lower sales in France. Cost of equipment sales as a percentage of equipment
sales revenue decreased to 47.5% compared to 48.7% in the prior year primarily due to the decline in sales of production printers, which
have a lower margin relative to other products.
Equipment sales increased 3% in 2013 compared to 2012. Higher sales of production printers globally and sorting equipment in North
America drove a 5% increase in equipment sales; however, lower mailing equipment sales in North America accounted for a 2% decrease
in equipment sales. Cost of equipment sales as a percentage of equipment sales revenue increased to 48.7% compared with 45.0% in the
prior year primarily due to a higher mix of production printers, which have a lower margin relative to other products.
17
Supplies
Supplies revenue increased 5% in 2014 compared to 2013. Of this amount, 3% was due to targeted outreach to customers and favorable
pricing in our postage meter business and the remaining 2% was due to the growing base of production print equipment. Cost of supplies
as a percentage of supplies revenue was virtually unchanged at 31.2% in 2014 compared to 31.3% in 2013.
Supplies revenue increased 2% in 2013 compared to 2012 primarily due to supply sales related to the growing base of production print
equipment installations. Supplies sales for our postage meter business in 2013 were flat compared to 2012 due to higher ink sales in the
U.K. and a slowing decline in worldwide meter population trends. Cost of supplies as a percentage of supplies revenue was 31.3%
compared to 30.7% in the prior year primarily due to lower relative margins on supplies for production print equipment.
Software
Software revenue increased 8% in 2014 compared to 2013, primarily due to a 33% worldwide increase in licensing revenue. Cost of
software as a percentage of software revenue increased to 28.8% compared to 27.8% in the prior year primarily due to investments in
the specialization of the software sales channel and higher production costs.
Software revenue decreased 3% in 2013 compared to 2012 primarily due to constrained public sector spending, especially in our
international markets, and lower licensing revenue in North America. This decrease was partially offset by licensing revenue from our
digital mail delivery service offering. Cost of software as a percentage of software revenue improved slightly to 27.8% compared with
28.0% in the prior year.
Rentals
Rentals revenue decreased 5% in 2014 compared to 2013. Of this amount, 4% was due to a reduction in the number of installed meters
and clients downgrading to lower cost, less functional machines as a result of declining mail volumes. Lower rentals revenue in France
accounted for the remaining 1% decrease. Cost of rentals as a percentage of rentals revenue increased to 20.1% compared to 19.6% in
the prior year primarily due to a higher proportion of fixed costs as a percentage of revenue.
Rentals revenue decreased 5% in 2013 compared to 2012 primarily due to a decline in our installed meter base in North America and a
customer driven change in mix from rental to equipment sales in France. Cost of rentals as a percentage of rentals revenue improved to
19.6% compared with 20.3% in the prior year primarily due to lower depreciation expense.
Financing
We earn finance revenue primarily on sales-type leases from equipment sales. As a result of declining equipment sales in prior periods,
financing revenue has also been declining year-over-year. We allocate a portion of our total cost of borrowing to financing interest expense.
In computing financing interest expense, we assume a 10:1 leverage ratio of debt to equity and apply our overall effective interest rate
to the average outstanding finance receivables. Despite lower average outstanding finance receivables, financing interest expense as a
percentage of financing revenue has increased in 2014 compared to 2013 and 2013 compared to 2012 due to an increase in our overall
effective interest rate.
Support Services
Support services revenue decreased 3% in 2014 compared to 2013 primarily due to declines in our mailing business due to fewer installed
mailing machines in North America, the exit of certain non-core product lines in Norway and the transition of our business in certain
European countries to a dealer network. Cost of support services as a percentage of support services revenue improved to 60.3% in 2014
compared to 61.9% in 2013 primarily due to continued focus on expense reductions and productivity initiatives.
Support services revenue decreased 4% in 2013 compared to 2012 primarily due to a decline in equipment maintenance revenue resulting
from fewer mailing and production machines in service. Cost of support services as a percentage of support services revenue improved
slightly to 61.9% in 2013 compared to 62.2% in 2012.
Business Services
Business services revenue increased 23% in 2014 compared to 2013. Of this amount, 17% was due to higher volumes in our global
ecommerce solutions, 4% was due to higher volumes of first-class mail processed and improved operational efficiencies in our presort
business and 2% was due to higher marketing services fees due to new clients. Cost of business services as a percentage of business
services revenue improved to 70.0% in 2014 compared to 71.3% in 2013 as margin improvement in our presort operations and marketing
services more than offset our continuing investment in our global ecommerce solutions.
Business services revenue increased 6% in 2013 compared to 2012. Revenue from our global ecommerce solutions increased revenue
by 10%, but lower marketing services fees resulting from certain contract renewals decreased revenue by 4%. Cost of business services
18
as a percentage of business services revenue increased to 71.3% in 2013 compared to 66.7% in 2012 primarily due to continuing investment
in our global ecommerce solutions and lower marketing services fees.
Selling, general and administrative (SG&A)
SG&A expense decreased 3% in 2014 compared to 2013. The decrease was primarily due to the benefits of our restructuring actions and
productivity initiatives and lower depreciation expense. These benefits were partially offset by expenses of $36 million incurred in
connection with expanded branding and marketing programs and the planned implementation of an ERP system.
SG&A expense decreased 5% in 2013 compared to 2012 primarily driven by lower employee-related costs resulting from ongoing
restructuring actions and productivity initiatives.
Restructuring charges and asset impairments, net
In 2013, we initiated actions designed to enhance our responsiveness to changing market conditions, further streamline our business
operations, reduce our cost structure and create long-term flexibility to invest in growth (Operational Excellence). This program was
completed as of December 31, 2014. Total restructuring charges recorded in 2013 and 2014 related to this program were $157 million.
We anticipate this program will provide annualized pre-tax benefits of $130 to $165 million, net of investments, by 2016. In addition, a
non-cash asset impairment charge of $26 million was recorded in 2013 to write-down the carrying value of our corporate headquarters
building to its fair value. See Note 11 to the Consolidated Financial Statements for further details.
Other expense, net
Other expense, net for 2014 includes costs of $62 million incurred in connection with the early redemption of debt offset by $16 million
recognized in connection with the divestiture of a partnership investment. See Liquidity and Capital Resources - Financings and
Capitalization and Note 14 to the Consolidated Financial Statements for further details.
Other expense, net for 2013 includes costs associated with the early redemption of debt. See Liquidity and Capital Resources - Financings
and Capitalization for further details.
Other expense, net in 2012 includes losses of $6 million on a forward rate swap agreement, $2 million on the early redemption of debt
and $4 million on the sale of leveraged lease assets offset by income of $11 million from insurance proceeds received in connection with
the 2011 presort facility fire.
Income taxes
See Note 14 to the Consolidated Financial Statements.
Discontinued operations
See Note 3 to the Consolidated Financial Statements.
Preferred stock dividends of subsidiaries attributable to noncontrolling interests
See Note 15 to the Consolidated Financial Statements.
Business Segments
The principal products and services of each of our reportable segments are as follows:
Small & Medium Business Solutions:
North America Mailing: Includes the revenue and related expenses from the sale, rental, financing and servicing of mailing equipment
and supplies for small and medium businesses to efficiently create mail and evidence postage in the U.S. and Canada.
International Mailing: Includes the revenue and related expenses from the sale, rental, financing and servicing of mailing equipment
and supplies for small and medium businesses to efficiently create mail and evidence postage in areas outside North America.
Enterprise Business Solutions:
Production Mail: Includes the worldwide revenue and related expenses from the sale of production mail inserting and sortation
equipment, high-speed production print systems, supplies and related support services to large enterprise clients to process inbound
and outbound mail.
Presort Services: Includes revenue and related expenses from presort mail services for our large enterprise clients to qualify large
mail volumes for postal worksharing discounts.
19
Digital Commerce Solutions:
Digital Commerce Solutions: Includes the worldwide revenue and related expenses from (i) the sale of non-equipment-based mailing,
customer information management, location intelligence and customer engagement solutions and related support services; (ii)
shipping and global ecommerce solutions; and (iii) direct marketing services for targeted clients.
Segment earnings before interest and taxes (EBIT) is determined by deducting from segment revenue the related costs and expenses
attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges and asset impairment
charges, which are not allocated to a particular business segment. Management uses segment EBIT to measure profitability and performance
at the segment level. Management believes segment EBIT provides investors with a useful measure of our operating performance and
underlying trends of the businesses. 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 2 to the Consolidated Financial Statements for a
reconciliation of segment EBIT to income from continuing operations before income taxes.
Revenue and EBIT by business segment are presented in the tables below.
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total
Small & Medium Business Solutions
North America Mailing
Revenue
Year Ended December 31,
% change
2014
2013
2012
2014
2013
$
1,492
573
2,065
1,555
603
2,158
$
1,644
602
2,246
462
457
919
512
430
942
480
430
910
838
3,822
$
691
3,791
$
668
3,824
(4)%
(5)%
(4)%
(10)%
6 %
(2)%
21 %
1 %
(5)%
— %
(4)%
6 %
— %
3 %
4 %
(1)%
EBIT
Year Ended December 31,
% change
2014
2013
2012
2014
2013
642
89
731
48
98
146
84
961
$
$
641
71
712
55
83
138
55
905
$
$
647
76
723
49
106
155
53
931
— %
24 %
3 %
(14)%
18 %
5 %
53 %
6 %
(1)%
(6)%
(1)%
12 %
(22)%
(11)%
3 %
(3)%
$
$
$
$
North America Mailing revenue decreased 4% in 2014 compared to 2013. This decrease was due to lower rentals revenue and support
services revenue due to a decline in the number of installed meters in service and lower equipment sales primarily due to a temporary
distraction due to the transition to an inside sales organization and reassignment of accounts and resources. Financing revenue also
declined due to lower equipment sales in current and prior years, but was offset by higher supply sales due to sales efficiencies and
20
favorable pricing. Despite the decline in revenue, EBIT remained relatively flat due to cost savings from the transition to an inside sales
organization and other ongoing productivity initiatives and cost reductions.
North America Mailing revenue decreased 5% in 2013 compared to 2012. Recurring stream revenues, comprised of supplies, rentals and
financing revenue, declined 5% primarily due to fewer meters in service and lower equipment sales in prior periods. The decline in
recurring stream revenues caused a 3% decline in North America Mailing revenue. The remaining 2% decrease was due to lower equipment
sales and support services revenue primarily due to declines in the U.S. EBIT decreased 1% in 2013 compared to 2012 due to the decline
in revenue, partially offset by various productivity initiatives. EBIT also benefited from the progress made in implementing our go-to-
market strategy designed to improve the sales process and reduce costs by providing our clients broader access to products and services
through online and direct sales channels.
International Mailing
International Mailing revenue decreased 5% in 2014 compared to 2013 primarily due to the exit of certain non-core product lines in
Norway, the transition of our business in certain European countries to a dealer network and lower equipment sales and rentals in France.
EBIT increased 24% in 2014 compared to 2013 primarily due to productivity and cost reduction initiatives and savings from the transition
to an inside sales organization in certain European markets.
International Mailing revenue in 2013 was relatively flat compared to 2012 as higher equipment sales, supplies sales and financing
revenue were offset by lower rental revenue. Equipment sales increased 1% primarily due to higher sales in France and Germany, partially
offset by lower sales in the U.K. Supplies revenue increased 2% due to a stabilization in our international meter population, favorable
pricing in the U.K. and higher sales in Asia-Pacific. Rentals revenue declined 8% primarily due to a change in mix from rental to equipment
sales in France. EBIT decreased 6% in 2013 compared to 2012 primarily due to lower margins on equipment sales.
Enterprise Business Solutions
Production Mail
Production Mail revenue decreased 10% in 2014 compared to 2013 primarily due to a 19% decline in equipment sales due to significant
installations of production mail inserters and high-speed printers to certain enterprise customers in 2013. Support services revenue also
declined but was more than offset by higher supplies revenue due to the growing base of production printers. EBIT decreased 14% in
2014 compared to 2013 primarily due to the decline in revenue.
Production Mail revenue increased 6% in 2013 compared to 2012. Higher sales and installations of large production printers globally
and sorters in North America increased Production Mail revenue 8%, while higher supplies sales due to the growing base of production
printers increased Production Mail revenue 2%. These increases were partially offset by lower support services revenue primarily due to
fewer maintenance contracts on new equipment installations which caused a 3% decline in Production Mail revenue. EBIT increased
12% in 2013 compared to 2012 primarily due to the increase in revenue and productivity improvement initiatives.
Presort Services
Presort Services revenue increased 6% in 2014 compared to 2013 primarily due to a 2% increase in the volume of first-class mail processed
and improved operational efficiencies. EBIT increased 18% in 2014 compared to 2013 primarily due to the increase in revenue and
improved operational efficiencies.
Presort Services revenue in 2013 was flat compared to 2012 as reduced discounts in certain presort categories offset the impact of a 2%
increase in presort mail volumes. EBIT decreased 22% in 2013 compared to 2012 primarily due to a benefit of $11 million from insurance
recoveries in 2012 and margin compression in 2013.
Digital Commerce Solutions
DCS revenue increased 21% in 2014 compared to 2013. Of this amount, 16% was due to higher revenue from our global ecommerce
solutions due to an increase in the number of orders processed and parcels shipped. Late in the third quarter, we began outbound ecommerce
services from the U.K., which had a small benefit to the full-year revenue. Higher licensing revenue from our software solutions products,
particularly enterprise location intelligence, increased DCS revenue 5%. Licensing revenue increased 36% in North America and 29%
internationally, primarily due to product enhancements and investments in the specialization of the software sales channel. EBIT increased
53% in 2014 compared to 2013 primarily due to the increase in revenue and improved operating leverage which offset fixed costs and
continued investments in global ecommerce technology and infrastructure.
DCS revenue increased 4% in 2013 compared to 2012. Revenue from our global ecommerce solutions and our digital mail delivery
service drove a 10% increase in DCS revenue. However, this revenue growth was partially offset by a decline in worldwide software
revenue and lower marketing services fees, which caused DCS revenue to decline 4% and 3%, respectively. EBIT increased 3% in 2013
21
compared to 2012 as higher volumes in global ecommerce parcels helped partially offset the high level of fixed costs and our continuing
investment in this business and reduced margins on equipment sales.
LIQUIDITY AND CAPITAL RESOURCES
We believe that existing cash and investments, cash generated from operations and borrowing capacity under our commercial paper
program will be sufficient to support our current cash needs, including discretionary uses such as capital investments, dividends and share
repurchases. Cash and cash equivalents and short-term investments were $1,111 million at December 31, 2014 and $939 million at
December 31, 2013. We continuously review our credit profile through published credit ratings and the credit default swap market. We
also monitor the creditworthiness of those banks acting as derivative counterparties, depository banks or credit providers.
Cash and cash equivalents held by our foreign subsidiaries were $470 million at December 31, 2014 and $392 million at December 31,
2013. 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 U.S. but would be subject to additional taxes. Repatriation of some foreign balances
is restricted by local laws.
Cash Flow Summary
The change in cash and cash equivalents is as follows:
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
Year Ended December 31,
Change
2014
2013
2012
2014
2013
$
$
655
(143)
(312)
(29)
171
$
$
625
$
251
(868)
(13)
(5) $
$
660
(87)
(519)
3
57
$
30
(394)
556
(16)
176
$
$
(35)
338
(349)
(16)
(62)
Cash flows from operations increased $30 million in 2014 compared to 2013, primarily due to higher income and lower tax and interest
payments partially offset by higher cash payments related to the early repayment of debt and changes in working capital accounts, primarily
due to lower cash flows from changes in inventory and accounts receivable. Cash management initiatives implemented in 2013 significantly
improved working capital and cash flows from operations last year. In 2014, we continue to see benefits from changes in accounts
receivable and inventory; however, the benefits were not as dramatic as in 2013. The timing of payments for accounts payables and
accrued liabilities partially offset these reductions in cash flow from working capital.
Cash flows from operations decreased $35 million in 2013 compared to 2012. The decrease in cash flow from operations was due to
lower income and cash payments related to early repayment of debt. These decreases were partially offset by lower pension contributions,
lower restructuring payments and increased cash from working capital management. During 2013, we implemented several cash
management initiatives to improve working capital and cash flows from operations. These initiatives resulted in improved supply chain
management, which resulted in lower inventory purchases and lower inventory levels, and lower accounts receivable through enhanced
collection efforts, which resulted in an improvement in days sales outstanding. These cash flow improvements were offset by lower
accounts payable and accrued liabilities due to the timing of payments.
Cash flows from investing activities were $394 million lower in 2014 compared to 2013. In 2014, we received $102 million from the
sale of businesses compared to $390 million in 2013. Higher cash outflows of $54 million for the purchase of available for sale investments
and $43 million of higher capital expenditures primarily due to spending on our global ERP system also contributed to the decrease in
cash flows from investing activities in 2014.
Cash flows from investing activities increased $338 million in 2013 compared to 2012 mainly due to net proceeds of $390 million from
the sale of businesses during 2013 and lower capital expenditures, partially offset by lower deposits at the Bank. Cash flow in 2012
included proceeds of $106 million from the sale of leveraged lease assets.
Cash flows from financing activities increased $556 million in 2014 and decreased $349 million in 2013 due to the timing of debt activity.
See Financing and Capitalization section below for a detailed discussion of our debt activity for 2014, 2013 and 2012.
22
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 credit facility of $1.0 billion to support our commercial paper issuances. During
2014, we did not borrow under our commercial paper program. In 2013, commercial paper borrowings averaged $52 million at a weighted-
average interest rate of 0.41% and the maximum amount of commercial paper outstanding at any point in time was $300 million. The
credit facility was renewed in January 2015 and expires in January 2020. We have not drawn upon the credit facility.
2014 Activity
We issued $500 million of 4.625% fixed rate 10-year notes. Interest is payable in March and September and the notes mature in March
2024, but may be redeemed, at any time, in whole or in part, at our option. If the notes are redeemed prior to December 15, 2023, the
redemption price will be equal to the sum of 100% of the principal amount, accrued and unpaid interest and a make-whole payment. Net
proceeds of $493 million received after fees and discounts were used to fund the 2014 Tender Offer (see below).
We redeemed an aggregate $500 million of the 5.75% Notes due 2017 and the 5.25% Notes due 2037 through a cash tender offer (the
2014 Tender Offer). Holders who validly tendered their notes received the principal amount, all accrued and unpaid interest and a premium
payment. We incurred expenses of $62 million, consisting of the call premium, the write-off of unamortized costs and bank transaction
fees.
We also repaid $100 million of outstanding Term Loans and received a loan of $16 million from the State of Connecticut in connection
with the relocation of our corporate headquarters. The loan consists of a $15 million development loan and $1 million jobs-training grant
that is subject to refund if certain conditions are not met. The loan requires monthly interest payments through November 2020 and
principal and interest payments from December 2020 through maturity in November 2024.
We repurchased $50 million of our common shares during 2014.
2013 Activity
We issued $425 million of 6.7% fixed-rate 30-year notes. Interest is payable quarterly and the notes mature in March 2043, but may be
redeemed, in whole or in part, at our option any time on or after March 2018 at a redemption price equal to 100% of the principal amount,
plus accrued and unpaid interest. Net proceeds of $412 million received after fees and discounts were used to fund the 2013 Tender Offer
(see below).
We redeemed an aggregate $405 million of the 4.875% Notes due 2014, the 5.0% Notes due 2015, and the 4.75% Notes due 2016 through
a cash tender offer (the 2013 Tender Offer). Holders who validly tendered their notes received the principal amount, all accrued and
unpaid interest and a premium payment. We received $5 million from the unwind of certain interest rate swap agreements and recognized
a net loss of $25 million, consisting primarily of the premium payment.
We redeemed $375 million of maturing 3.875% notes and an additional $300 million of 4.875% notes that were scheduled to mature in
August 2014. In connection with the early redemption of the notes, we received $3 million from the unwind of an interest rate swap and
incurred expenses of $8 million, consisting primarily of a premium payment.
2012 Activity
We borrowed $230 million under term loan agreements that bear interest at the applicable London Interbank Offered Rate plus 2.25%
or Prime Rate plus 1.25%, at our option. Interest is paid quarterly and the loans mature in 2015 and 2016. We also issued $110 million
of 10-year notes with a coupon rate of 5.25%. Interest is paid quarterly and the notes mature in November 2022. However, we may redeem
some or all of the notes at any time on or after November 2015 at a redemption price equal to 100% of the principal amount, plus accrued
and unpaid interest. The proceeds from these issuances were for general corporate purposes, including the repayment of 2013 debt
maturities.
Debt Maturities
We have $2 billion of debt maturing within the next five years, including $325 million due in 2015. While we fully expect to be able to
fund these maturities with cash or by refinancing through the U.S. capital markets, these obligations could increase our vulnerability to
adverse market conditions and impact our ability to refinance existing maturities.
23
Dividends
We paid dividends to our common stockholders of $152 million ($0.75 per share), $189 million ($0.9375 per share) and $301 million
($1.50 per share) in 2014, 2013 and 2012, respectively. Each quarter, our Board of Directors considers our recent and projected earnings
and other capital needs and priorities in deciding whether to approve the payment, as well as the amount of a dividend. There are no
material restrictions on our ability to declare dividends.
Contractual Obligations
The following table summarizes our known contractual obligations at December 31, 2014 and the effect that such obligations are expected
to have on our liquidity and cash flow in future periods:
Debt maturities
Interest payments on debt (1)
Non-cancelable operating lease obligations
Purchase obligations (2)
Pension plan contributions (3)
Retiree medical payments (4)
Total
Payments due in
Total
2015
2016-17
2018-19
After 2019
$
$
3,227
1,458
211
198
23
193
$
325
159
47
156
23
22
$
836
261
62
38
—
42
$
900
159
34
4
—
40
1,166
879
68
—
—
89
$
5,310
$
732
$
1,239
$
1,137
$
2,202
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 14 to the Consolidated Financial Statements for further details.
(1) Assumes all debt is held to maturity. Certain notes permit us to redeem, or the bondholders to require us to redeem, some or all of
the applicable outstanding notes at par plus accrued interest before the scheduled maturity date.
(2) Includes 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) Represents the amount of contributions we anticipate making to our pension plans during 2015; however, we will assess our funding
alternatives as the year progresses.
(4) Our retiree health benefit plans are non-funded plans and cash contributions are made each year to cover medical claims costs
incurred. The amounts reported in the above table represent our estimate of future benefits payments.
Off-Balance Sheet Arrangements
At December 31, 2014, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future
effect on our financial condition, results of operations or liquidity. See Note 16 to the Consolidated Financial Statements for detailed
information about our commitments and contingencies.
24
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions about
certain items that affect the reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the
disclosure of contingent assets and liabilities. The accounting policies below have been identified by management as those accounting
policies that are most critical to our financial statements due to the estimates and assumptions required. Management believes that the
estimates and assumptions used 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 arrangements
We derive revenue from multiple sources including sales, rentals, financing and services. Certain 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 or
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.
We recognize revenue for delivered elements only when the fair values of undelivered elements are known, customer acceptance has
occurred and payment is probable.
In these multiple element arrangements, revenue is allocated to each of the elements based on relative "selling prices" and the selling
price for each of the elements is determined based on vendor specific objective evidence (VSOE). We establish VSOE of selling prices
for our products and services based on the prices charged for each element when sold separately in standalone transactions. The allocation
of relative selling price to the various elements impacts the timing of revenue recognition, but does not change the total revenue recognized.
Revenue is allocated to the meter rental and equipment maintenance agreement elements using their respective selling 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. The amount allocated to equipment is compared to the range of selling prices in standalone transactions during the period
to ensure the allocated equipment amount approximates average selling prices.
We also have multiple element arrangements containing only software and software related elements. Under these arrangements, revenue
is allocated based on VSOE, which is based on company specific stand-alone sales data or renewal rates. If we cannot obtain VSOE for
any undelivered software element, revenue is deferred until all deliverables have been delivered or until VSOE can be determined for
any remaining undelivered software elements. When the fair value of a delivered element cannot be established, but fair value evidence
exists for the undelivered software elements, we use the residual method to recognize revenue. Under the residual method, the fair value
of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements
and recognized as revenue.
Pension benefits
The valuation of our pension assets and obligations and the calculation of net periodic pension expense are dependent on assumptions
and estimates relating to, among other things, the interest rate used to discount the future estimated liability (discount rate) and the
expected rate of return on plan assets. These assumptions are evaluated and updated annually and are described in further detail in Note
13 to the Consolidated Financial Statements.
The discount rate for our largest plan, the U.S. Qualified Pension Plan (the U.S. Plan) is determined by matching the expected cash flows
associated with our benefit obligations to a pool of corporate long-term, high-quality fixed income debt instruments available as of the
measurement date. The discount rate for our largest foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan), is determined by using
a model that discounts 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. The discount rate used in the determination of net periodic pension expense for 2014 was 4.95%
for the U.S. Plan and 4.45% for the U.K. Plan. For 2015, the discount rate used in the determination of net periodic pension expense for
the U.S. Plan and the U.K. Plan will be 4.15% and 3.7%, respectively. A 0.25% change in the discount rate would impact annual pension
expense by less than $1 million for both the U.S. Plan and the U.K. Plan, and the projected benefit obligation of the U.S. Plan and U.K.
Plan by $49 million and $23 million, respectively.
Pension assets are exposed to various risks such as interest rate, market and credit risks. We invest our pension plan assets in a variety
of investment securities in accordance with our strategic asset allocation policy. The expected return on plan assets is based on historical
and expected future returns for current and targeted asset allocations for each asset class in the investment portfolio, adjusted for historical
and expected experience of active portfolio management results, as compared to the benchmark returns. When assessing the expected
25
future returns for the portfolio, management places more emphasis on the expected future returns than historical returns. The expected
rate of return on plan assets used in the determination of net periodic pension expense for 2014 was 7.0% for the U.S. Plan and 7.5% for
the U.K. Plan. For 2015, the expected rate of return on plan assets used in the determination of net periodic pension expense for both the
U.S. Plan and the U.K. Plan will be 7.0%. A 0.25% change in the expected rate of return on plan return on assets would impact annual
pension expense for the U.S. Plan by $4 million and the U.K. Plan by $1 million. See Note 13 to the Consolidated Financial Statements
for information about the allocation of pension assets.
In October 2014, the Society of Actuaries published updated mortality tables for U.S. plans (RP-2014) and an updated improvement scale
(MP-2014), which both reflect improved longevity. We have historically utilized the Society of Actuaries' published mortality data in our
plan assumptions. Accordingly, we adopted RP-2014 and MP-2014 for purposes of measuring pension and other postretirement benefit
obligations at year end. The change to the mortality assumption increased the year-end pension and other postretirement obligation by
an aggregate $119 million.
Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized over the life expectancy of
inactive 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 recognized in the calculation of the market-related
value of assets over a five-year period. At December 31, 2014, plan benefits for participants in a majority of our U.S. and foreign pension
plans were frozen.
Residual value of leased assets
We provide lease financing for our products primarily through sales-type leases. Equipment residual values are determined at inception
of the lease using estimates of equipment fair value at the end of the lease term. Residual value estimates impact the determination of
whether a lease is classified as an operating lease or a sales-type lease. 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 sooner if circumstances warrant. Declines in estimated residual values considered
"other-than-temporary" are recognized immediately. Estimated increases in future residual values are not recognized until the equipment
is remarketed. If the actual residual value of leased assets were 10% lower than management's current estimates, pre-tax income would
be lower by $12 million.
Allowances for doubtful accounts and credit losses
We estimate our credit risk for accounts receivables and finance receivables and provide allowances for estimated losses. We believe that
our 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. We continuously monitor collections and payments from our customers and evaluate the adequacy
of the applicable allowance based on historical loss experience, past due status, adverse situations that may affect a customer's ability to
pay and prevailing economic conditions. We make adjustments to the reserves as deemed necessary. This evaluation is inherently subjective
and actual results may differ significantly from estimated reserves.
The allowance for doubtful accounts as a percentage of trade receivables was 2.5% at December 31, 2014 and 2.7% at 2013. Holding all
other assumptions constant, a 0.25% change in the allowance rate at December 31, 2014 would have changed the 2014 provision by $1
million.
Total allowance for credit losses as a percentage of finance receivables was 1.5% at December 31, 2014 and 1.8% at 2013. Holding all
other assumptions constant, a 0.25% change in the allowance rate at December 31, 2014 would have changed the 2014 provision by $5
million.
Income taxes and valuation allowance
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
26
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 financial condition or results of
operations.
Significant judgment is also required in determining the amount of valuation allowance to be recorded against deferred tax assets. In
assessing whether a valuation allowance is necessary, and the amount of such 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.
Impairment review
Long-lived and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be fully recoverable. The 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
for an 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 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 at the reporting unit level, during the fourth quarter or sooner when circumstances indicate
an impairment may exist. 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 are used in our goodwill impairment review and 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. The assumptions used to estimate fair value are
based on projections incorporated in our current operating plans as well as other available information. Our operating plans include
significant assumptions and estimates associated with sales growth, profitability and related cash flows, along with cash flows associated
with taxes and capital spending. The determination of fair value also incorporates a risk-adjusted discount rate based on current interest
rates and the economic conditions of the reporting unit. We consider other assumptions that market participants may use. 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. Potential events and circumstances, such as the inability to acquire new clients, downward pressures on pricing
and rising interest rates could have an adverse impact on our assumptions and result in non-cash impairment charges in future periods.
Based on the results of the annual impairment test performed during the fourth quarter of 2014, we determined that the estimated fair
value of each of the reporting units exceeded their carrying value by 20% or more.
Stock-based compensation expense
We recognize compensation cost for stock-based awards based on the estimated fair value of the award, net of estimated forfeitures.
Compensation costs for those shares expected to vest are recognized on a straight-line basis over the requisite service period.
The fair value of stock awards is estimated using a Black-Scholes valuation model or Monte Carlo simulation model. These models
require assumptions be made regarding the expected stock price volatility, risk-free interest rate, life of the award and dividend yield.
The expected 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 life of the stock award. The expected life of the award and expected dividend yield are based on historical
experience.
27
We believe that the valuation techniques 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, 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. On a quarterly basis,
we update our estimates of future remaining obligations and costs associated with all restructuring actions and compare these updated
estimates to our current restructuring reserves, and make adjustments if necessary.
Loss contingencies
In the ordinary course of business, we are routinely defendants in, or party to, a number of pending and threatened legal actions. On a
quarterly basis, we review the status of each significant matter and assess the potential financial exposure. If the potential loss from any
claim or legal action is considered probable and can be reasonably estimated, we establish a liability for the estimated loss. The assessment
of the ultimate outcome of each claim or legal action and the determination of the potential financial exposure requires significant
judgment. Estimates of potential liabilities for claims or legal actions are based only on information that is available at that time. As
additional information becomes available, we may revise our estimates, and these revisions could have a material impact on our results
of operations and financial position.
Legal and Regulatory Matters
See Legal Proceedings in Item 3 for information regarding our legal proceedings and Other Tax Matters in Note 14 to the Consolidated
Financial Statements for regulatory matters regarding our tax returns.
Foreign Currency Exchange
During 2014, we derived 28% of our consolidated revenue from operations outside the United States. The functional currency for most
of our foreign operations is the local currency. Our largest foreign currency exposures are to the British pound, Euro, Canadian dollar,
Australian dollar and Japanese Yen (see Note 9 to the Consolidated Financial Statements for information regarding our foreign exchange
derivative instruments). 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. For the years ended December 31, 2014, 2013 and 2012, currency rate
movements did not have a significant impact on our revenue, decreasing revenue 0.4%, 0.4% and 1.1%, respectively. However, in recent
months, we have seen a considerable strengthening of the U.S. dollar. A continuing strong U.S. dollar could adversely affect our reported
revenues and profitability, both from a translation perspective as well as a competitive perspective, as the cost of our international
competitors' products and solutions improves relative to our products and solutions. A strengthening dollar could also affect the demand
for U.S. goods sold to consumers in other countries through our global ecommerce solutions.
28
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 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 and Euro.
Our objective in managing 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 may enter into interest rate swap agreements that convert fixed rate interest payments to
variable rates and vice-versa. At December 31, 2014, 96% of our debt was fixed rate obligations at a weighted average interest rate of
5.2%. Our variable rate debt had a weighted average interest rate at December 31, 2014 of 2.48%. A one-percentage point change in the
effective interest rate of our variable rate debt would not have had a material impact on our 2014 pre-tax income.
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, interest rate derivative contracts and foreign exchange derivative contracts associated with forecasted
transactions. The model excludes all anticipated transactions, firm commitments and accounts receivables and payables 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, nor does it consider the potential effect of favorable changes in market factors.
During 2014 and 2013, 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.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Index to Consolidated Financial Statements and Supplemental Data" on page 35 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
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, 2014, 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, 2014.
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, 2014. 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 (2013). Based on its assessment, management concluded that, as of December 31, 2014, our internal
control over financial reporting was effective based on the criteria issued by COSO in Internal Control - Integrated Framework (2013).
The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears in 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, 2014, that have
materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
30
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than information regarding our executive officers disclosed in Part I of this Annual Report, the information required by this Item
is incorporated by reference to our Proxy Statement to be filed in connection with the 2015 Annual Meeting of Stockholders.
Code of Ethics
We have adopted Business Practices Guidelines (BPG) that applies to all our officers and other employees. Our Board of Directors has
also adopted a Code of Business Conduct and Ethics (the Code) that applies to our directors. The BPG and the Code are posted on our
corporate governance website
located at www.pb.com/us/our-company/leadership-and-governance/corporate-governance.html.
Amendments to either the BPG or the Code and any waiver from a provision of the BPG or the Code requiring disclosure will be disclosed
on our corporate governance website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2015 Annual
Meeting of Stockholders.
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, 2014 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)
13,323,075
—
13,323,075
$31.14
—
$31.14
19,715,336
—
19,715,336
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
Other than information regarding securities authorized for issuance under equity compensation plans, the information required by this
Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2015 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2015 Annual
Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2015 Annual
Meeting of Stockholders.
31
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial statements - see "Index to Consolidated Financial Statements and Supplemental Data" on page 35 of this Form
10-K.
2. Financial statement schedules - see "Index to Consolidated Financial Statements and Supplemental Data" on page 35 of
this Form 10-K.
3.
Index to Exhibits
Reg. S-K
exhibits
3(a)
3(b)
4(a)
4(b)
4(c)
4(d)
10(a) *
Restated Certificate of Incorporation of Pitney Bowes Inc.
Description
Pitney Bowes Inc. Amended and Restated By-laws (effective May
10, 2013)
Form of Indenture between the Company and SunTrust Bank, as
Trustee
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
Retirement Plan for Directors of Pitney Bowes Inc.
10(b) *
Pitney Bowes Inc. Directors' Stock Plan (as amended and restated
1999)
10(b.1) *
Pitney Bowes Inc. Directors' Stock Plan (Amendment No. 1,
effective as of May 12, 2003)
10(b.2) *
Pitney Bowes Inc. Directors' Stock Plan (Amendment No. 2,
effective as of May 1, 2007)
10(b.3) *
Pitney Bowes Inc. Directors' Stock Plan (Amended and Restated
effective May 12, 2014)
Status or incorporation by reference
Incorporated by reference to Exhibit 3(c) to Form 8-K filed with
the Commission on May 12, 2011 (Commission file number
1-3579)
Incorporated by reference to Exhibit 3(d) to Form 8-K filed with
the Commission on May 13, 2013 (Commission file number
1-3579)
Incorporated by reference to Exhibit 4.4 to Registration Statement
on Form S-3 (No. 333-72304) filed with the Commission on
October 26, 2001
Incorporated by reference to Exhibit 4.1 to Form 8-K 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) filed with the Commission
on June 18, 2008
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with
the Commission on October 24, 2007 (Commission file number
1-3579)
Incorporated by reference to Exhibit 10(a) to Form 10-K filed with
the Commission on March 30, 1993 (Commission file number
1-3579)
Incorporated by reference to Exhibit (i) to Form 10-K filed with
the Commission on March 30, 2000 (Commission file number
1-3579)
Incorporated by reference to Exhibit 10 to Form 10-Q 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 filed
with the Commission on March 1, 2007 (Commission file number
1-3579)
Exhibit 10(b.3)
10(c) *
Pitney Bowes Stock Plan (as amended and restated as of January
1, 2002)
10(d) *
Pitney Bowes Inc. 2007 Stock Plan (as amended November 7,
2009)
10(e) *
Pitney Bowes Inc. Key Employees' Incentive Plan (as amended
and restated October 1, 2007) (as amended November 7, 2009)
10(f) *
Pitney Bowes Severance Plan (as amended and restated as of
January 1, 2008)
10(g) *
Pitney Bowes Senior Executive Severance Policy (as amended
and restated as of January 1, 2008)
10(h) *
Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board
of Directors, as amended and restated effective January 1, 2009
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 filed with
the Commission on February 26, 2010 (Commission file number
1-3579)
Incorporated by reference to Exhibit (iv) to Form 10-K filed with
the Commission on February 26, 2010 (Commission file number
1-3579)
Incorporated by reference to Exhibit 10(e) to Form 10-K filed with
the Commission on February 29, 2008 (Commission file number
1-3579)
Incorporated by reference to Exhibit 10(f) to Form 10-K filed with
the Commission on February 29, 2008 (Commission file number
1-3579)
Incorporated by reference to Exhibit 10(g) to Form 10-K filed with
the Commission on February 26, 2009 (Commission file number
1-3579)
32
Reg. S-K
exhibits
10(i) *
Description
Pitney Bowes Inc. Deferred Incentive Savings Plan as amended
and restated effective January 1, 2009
Status or incorporation by reference
Incorporated by reference to Exhibit 10(h) to Form 10-K filed with
the Commission on February 26, 2009 (Commission file number
1-3579)
10(j) *
Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan
10(k) *
Form of Long Term Incentive Award Agreement
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(k) to Form 10-K filed with
the Commission on February 21, 2014 (Commission file number
1-3579)
10(l) *
12
21
23
31.1
31.2
32.1
32.2
Compensation arrangement for Vicki O'Meara dated June 1, 2010 Incorporated by reference to Exhibit 10(a) to Form 10-Q filed with
the Commission on August 5, 2010 (Commission file number
1-3579)
Exhibit 12
Computation of ratio of earnings to fixed charges
Subsidiaries of the registrant
Consent of experts and counsel
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.
Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350
Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
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
* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
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.
33
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 20, 2015
PITNEY BOWES INC.
Registrant
By: /s/ Marc B. Lautenbach
Marc B. Lautenbach
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/ Marc B. Lautenbach
Marc B. Lautenbach
/s/ Michael Monahan
Michael Monahan
/s/ Steven J. Green
Steven J. Green
/s/ Michael I. Roth
Michael I. Roth
/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/ S. Douglas Hutcheson
S. Douglas Hutcheson
/s/ Eduardo R. Menascé
Eduardo R. Menascé
/s/ David L. Shedlarz
David L. Shedlarz
/s/ David B. Snow, Jr.
David B. Snow, Jr.
President and Chief Executive Officer - Director
February 20, 2015
Executive Vice President, Chief Operating Officer and Chief
Financial Officer (Principal Financial Officer)
February 20, 2015
Vice President-Finance and Chief Accounting Officer (Principal
Accounting Officer)
February 20, 2015
Non-Executive Chairman - Director
February 20, 2015
Director
Director
Director
Director
Director
Director
Director
Director
34
February 20, 2015
February 20, 2015
February 20, 2015
February 20, 2015
February 20, 2015
February 20, 2015
February 20, 2015
February 20, 2015
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, 2014, 2013 and 2012
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Balance Sheets at December 31, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves
Page Number
36
37
38
39
40
41
42
88
35
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Pitney Bowes Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive
income, of stockholders’ equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Pitney Bowes
Inc. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2014 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, 2014, based on criteria
established in Internal Control - Integrated Framework (2013) 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.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for discontinued
operations in 2014.
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
Stamford, CT
February 20, 2015
36
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
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, net
Interest expense
Interest income
Other expense, net
Total costs and expenses
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Income (loss) from discontinued operations, net of tax
Net income
Less: Preferred stock dividends of subsidiaries attributable to noncontrolling interests
Net income - Pitney Bowes Inc.
Amounts attributable to common stockholders:
Net income from continuing operations
Income (loss) from discontinued operations, net of tax
Net income - Pitney Bowes Inc.
Basic earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
Diluted earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
Dividends declared per share of common stock
(1) The sum of the earnings per share amounts may not equal the totals due to rounding.
2014
Years Ended December 31,
2013
2012
$
$
$
$
$
$
$
$
$
770,371
300,040
429,743
484,629
432,859
625,135
778,727
3,821,504
365,724
93,675
123,760
97,338
78,562
377,003
544,729
1,378,400
109,931
84,560
95,291
(4,403)
45,738
3,390,308
431,196
112,815
318,381
33,749
352,130
18,375
333,755
300,006
33,749
333,755
1.49
0.17
1.65
1.47
0.17
1.64
0.75
$
$
$
$
$
$
$
$
$
867,593
285,730
398,664
512,493
448,906
646,657
631,292
3,791,335
422,580
89,365
110,653
100,335
77,719
400,038
449,932
1,420,096
110,412
84,344
114,740
(5,472)
32,639
3,407,381
383,954
77,967
305,987
(144,777)
161,210
18,375
142,835
287,612
(144,777)
142,835
1.43
(0.72)
0.71
1.42
(0.71)
0.70
0.9375
$
$
$
$
$
$
$
$
$
840,748
279,104
412,762
540,689
481,177
675,246
593,987
3,823,713
378,136
85,766
115,388
109,493
77,429
419,891
396,295
1,489,735
114,250
17,176
115,228
(7,982)
1,138
3,311,943
511,770
114,287
397,483
66,056
463,539
18,376
445,163
379,107
66,056
445,163
1.89
0.33
2.22
1.88
0.33
2.21
1.50
See Notes to Consolidated Financial Statements
37
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Less: Preferred stock dividends attributable to noncontrolling interests
Net income - Pitney Bowes Inc.
Other comprehensive (loss) income, net of tax:
Foreign currency translations
Net unrealized gain on cash flow hedges, net of tax of $1,080, $894 and $429,
respectively
Net unrealized gain (loss) on investment securities, net of tax of $2,775, $(3,689) and
$81, respectively
Adjustments to pension and postretirement plans, net of tax of $(106,336), $64,316 and
$(38,934), respectively
Amortization of pension and postretirement costs, net of tax of $15,643, $19,228 and
$21,876, respectively
Other comprehensive (loss) income
Comprehensive income - Pitney Bowes Inc.
Years Ended December 31,
2014
2013
2012
$
352,130
$
161,210
$
18,375
333,755
18,375
142,835
463,539
18,376
445,163
(93,368)
(46,236)
(2,702)
1,691
4,735
1,397
(6,282)
661
126
(212,818)
122,023
(70,232)
28,160
(271,600)
35,755
106,657
52,579
(19,568)
$
62,155
$
249,492
$
425,595
See Notes to Consolidated Financial Statements
38
PITNEY BOWES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable (net of allowance of $10,742 and $13,149 respectively)
Short-term finance receivables (net of allowance of $19,108 and $24,340, respectively)
Inventories
Current income taxes
Other current assets and prepayments
Assets held for sale
Total current assets
Property, plant and equipment, net
Rental property and equipment, net
Long-term finance receivables (net of allowance of $9,002 and $12,609, respectively)
Goodwill
Intangible assets, net
Non-current income taxes
Other assets
Total assets
LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
Current income taxes
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 16)
Stockholders’ equity:
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 (122,309,948 and 121,255,390 shares, respectively)
Total Pitney Bowes Inc. stockholders’ equity
Total liabilities, noncontrolling interests and stockholders’ equity
See Notes to Consolidated Financial Statements
39
December 31,
2014
December 31,
2013
$
$
$
$
$
$
$
1,079,145
32,121
413,737
1,000,304
84,827
40,542
57,173
52,271
2,760,120
285,091
200,380
819,721
1,672,721
82,173
96,377
569,110
6,485,693
1,558,731
90,167
324,879
386,846
2,360,623
64,839
86,127
2,927,127
673,348
6,112,064
907,806
31,128
469,800
1,102,921
103,580
28,934
147,067
46,976
2,838,212
245,171
226,146
962,363
1,734,871
120,387
73,751
571,807
6,772,708
1,644,582
157,340
—
425,833
2,227,755
39,701
190,645
3,346,295
466,766
6,271,162
296,370
296,370
1
548
323,338
178,852
4,897,708
(846,156)
(4,477,032)
77,259
6,485,693
$
4
591
323,338
196,977
4,715,564
(574,556)
(4,456,742)
205,176
6,772,708
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
2014
2013
2012
Cash flows from operating activities:
Net income
Restructuring payments
Special pension plan contributions
Tax and other payments on sale of businesses and leveraged lease assets
Net tax receipts from other investments
Adjustments to reconcile net income to net cash provided by operating activities:
$
Restructuring charges and asset impairments
Goodwill impairment
Depreciation and amortization
(Gain) loss on sale of businesses
Gain on sale of leveraged lease assets, net of tax
Stock-based compensation
Proceeds from settlement of derivative instruments
Deferred tax provision (benefit)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable
Decrease in finance receivables
Decrease (increase) in inventories
(Increase) decrease in other current assets and prepayments
Decrease in accounts payable and accrued liabilities
(Decrease) increase in current and non-current income taxes
(Decrease) increase in advance billings
Other, net
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of available-for-sale investment securities
Proceeds from sales/maturities of available-for-sale investment securities
Capital expenditures
Proceeds from sale of businesses
Proceeds from sale of leveraged lease assets
Reserve account deposits
Other investing activities
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Principal payments of long-term obligations
Proceeds from issuance of common stock
Dividends paid to stockholders
Dividends paid to noncontrolling interests
Common stock repurchases
Purchase of subsidiary shares from noncontrolling interest
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) 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 tax payments, net of refunds
$
$
$
352,130
(56,162)
—
—
5,737
83,466
—
198,088
(28,151)
—
17,446
—
1,454
45,046
119,668
9,104
(10,106)
(51,080)
(52,080)
(18,695)
39,661
655,526
(670,573)
622,727
(180,556)
102,392
—
(15,666)
(1,585)
(143,261)
508,525
(599,850)
7,188
(151,611)
(18,375)
(50,003)
(7,718)
(311,844)
(29,082)
171,339
907,806
1,079,145
180,250
203,193
$
$
$
$
161,210
(59,520)
—
(75,545)
—
86,175
101,415
211,243
42,450
—
14,921
8,059
(33,770)
58,980
123,587
67,188
3,172
(95,843)
6,322
(16,450)
21,230
624,824
(348,316)
354,302
(137,512)
389,680
—
(20,104)
12,691
250,741
411,613
(1,079,207)
6,753
(188,846)
(18,375)
—
—
(868,062)
(12,973)
(5,470)
913,276
907,806
199,505
224,432
$
$
$
$
463,539
(74,718)
(95,000)
(114,128)
—
33,351
18,315
255,556
—
(12,886)
18,227
—
(92,999)
(3,068)
147,165
(599)
(3,131)
(47,023)
116,013
3,767
47,807
660,188
(304,191)
295,470
(176,586)
—
105,506
1,636
(8,567)
(86,732)
340,000
(550,000)
9,314
(300,578)
(18,376)
—
—
(519,640)
3,222
57,038
856,238
913,276
190,892
206,285
See Notes to Consolidated Financial Statements
40
PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)
Preferred
stock
Preference
stock
Common
Stock
Additional
Paid-in
Capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Treasury
stock
Total
equity
Balance at December 31, 2011
$
4
$
659
$ 323,338
$
240,584
$ 4,600,217
$
(661,645) $(4,542,143) $
(38,986)
Retained earnings adjustment (see Note 14)
Adjusted balance December 31, 2011
Net income - Pitney Bowes Inc.
Other comprehensive loss
Cash dividends
Common
Preference
Issuances of common stock
Conversions to common stock
Stock-based compensation
Balance at December 31, 2012
Net income - Pitney Bowes Inc.
Other comprehensive income
Cash dividends
Common
Preference
Issuances of common stock
Conversions to common stock
Stock-based compensation
Balance at December 31, 2013
Net income - Pitney Bowes Inc.
Other comprehensive loss
Cash dividends
Common
Preference
Issuances of common stock
Conversions to common stock
Stock-based compensation
Repurchase of subsidiary shares from
noncontrolling interest
Repurchase of common stock
—
4
—
—
—
—
—
—
—
4
—
—
—
—
—
—
—
4
—
—
—
—
—
(3)
—
—
—
—
659
—
—
—
—
—
(11)
—
648
—
—
—
—
—
(57)
—
591
—
—
—
—
—
(43)
—
—
—
—
—
16,773
—
—
16,773
323,338
240,584
4,616,990
(661,645)
(4,542,143)
(22,213)
—
—
—
—
—
—
—
—
—
—
—
(34,727)
(237)
18,227
445,163
—
—
(19,568)
(300,527)
(51)
—
—
—
—
—
—
—
—
—
—
—
—
41,100
248
—
445,163
(19,568)
(300,527)
(51)
6,373
—
18,227
323,338
223,847
4,761,575
(681,213)
(4,500,795)
127,404
—
—
—
—
—
—
—
—
—
—
—
(40,569)
(1,222)
14,921
142,835
—
—
106,657
(188,800)
(46)
—
—
—
—
—
—
—
—
—
—
—
—
42,774
1,279
142,835
106,657
(188,800)
(46)
2,205
—
—
14,921
323,338
196,977
4,715,564
(574,556)
(4,456,742)
205,176
—
—
—
—
—
—
—
—
—
—
—
—
—
(27,081)
(970)
17,446
(7,520)
—
333,755
—
—
(271,600)
(151,567)
(44)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28,697
1,016
—
—
333,755
(271,600)
(151,567)
(44)
1,616
—
17,446
(7,520)
(50,003)
(50,003)
Balance at December 31, 2014
$
1
$
548
$ 323,338
$
178,852
$ 4,897,708
$
(846,156) $(4,477,032) $
77,259
See Notes to Consolidated Financial Statements
41
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Consolidated Financial Statements of Pitney Bowes Inc. (we, us, our, or the company) and its wholly owned subsidiaries
have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Intercompany
transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year
presentation.
In April 2014, Pitney Bowes of Canada Ltd., a wholly owned subsidiary, completed the sale of its Document Imaging Solutions (DIS)
business, which consisted of hardware (copiers and printers) and document management software solutions to Konica Minolta Business
Solutions (Canada) Ltd. and the related lease portfolio to a business equipment leasing services provider in two separate transactions.
Accordingly, the results of operations of DIS were reclassified as discontinued operations (see Note 3). The cash flows from discontinued
operations are not separately stated or reclassified in the accompanying Consolidated Statements of Cash Flows.
In 2013, we sold our Management Services business (PBMS), Nordic furniture business and International Mailing Services business
(IMS). Further, we made certain organizational changes and realigned our business units and segment reporting to reflect the clients we
serve, the solutions we offer, and how we manage, review, analyze and measure our operations. Historical results have been recast to
present the operating results of these divested businesses as discontinued operations and our segment results have been recast to conform
to the new segment reporting.
Use of Estimates
The preparation of 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, goodwill and intangible asset impairment review, allowance for doubtful accounts and credit losses,
residual values of leased assets, useful lives of long-lived and intangible assets, restructuring costs, pensions and other postretirement
costs, income tax reserves, deferred tax asset valuation allowance, stock-based compensation expense and loss contingencies. Actual
results could differ from those estimates and assumptions.
Cash Equivalents and Short-Term Investments
Cash equivalents include short-term, liquid investments with maturities of three months or less at the date of purchase. Short-term
investments include investments with a maturity of greater than three months but less than one year from the reporting date.
Investment Securities
Investment securities that management has the positive intent and ability to hold to maturity are classified as held-to-maturity and are
carried at amortized cost. Investment securities not classified as held-to-maturity are classified as available-for-sale and recorded at fair
value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of tax. Purchase premiums
and discounts are recognized in interest income using the effective interest method over the terms of the securities. Gains and losses on
the sale of available-for-sale securities are recorded on the trade date and are determined using the specific identification method.
Investment securities are recorded in the Consolidated Balance Sheets as cash and cash equivalents, short-term investments and other
assets depending on the type of investment and maturity.
During 2014, we determined that for years ended December 31, 2013 and 2012 certain non-cash exchanges of investments were reported
as cash used for purchases of available-for-sale investment securities and cash provided by proceeds from sales/maturities of available-
for-sale investment securities. The Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 have been
revised in this Form 10-K by decreasing cash used for purchases of available-for-sale investment securities and cash provided by proceeds
from sales/maturities of available-for-sale investment securities by $28 million and $64 million, respectively. We have determined that
these adjustments are not material to our consolidated financial statements for any of the affected periods.
Accounts Receivable and Allowance for Doubtful Accounts
We estimate our accounts receivable risks and provide an allowance for doubtful accounts accordingly. We evaluate the adequacy of the
allowance based on historical loss experience, aging of receivables, adverse situations that may affect a customer's ability to pay and
prevailing economic conditions and make adjustments to the allowance as necessary. This evaluation is inherently subjective and actual
results may differ significantly from estimated reserves. Accounts receivable are generally due within 30 days after the invoice date.
Accounts deemed uncollectible are written off against the allowance after all collection efforts have been exhausted and management
42
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
deems the account to be uncollectible. We believe that our accounts receivable 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.
Finance Receivables 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 an allowance for credit losses accordingly. 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,
prevailing economic conditions and our ability to manage the collateral and make adjustments to the allowance as necessary. This
evaluation is inherently subjective and actual results may differ significantly from estimated reserves.
We establish credit approval limits based on the credit quality of the customer and the type of equipment financed. 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. Finance receivables deemed uncollectible are written off against the allowance after all collection efforts have been exhausted
and management deems the account to be uncollectible. We believe that our finance receivable 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.
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
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 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 the remaining lease term.
We capitalize certain costs of software developed for internal use. Capitalized costs include purchased materials and services, payroll
and personnel-related costs and interest. The cost of internally developed software is amortized on a straight-line basis over its estimated
useful life, principally three to 10 years.
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.
Intangible assets
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.
Costs incurred for the development of software to be sold, leased or otherwise marketed
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, and are amortized on a straight-line basis over three to five years.
We did not capitalize any software development costs in 2014 and capitalized $4 million of software development costs in 2013.
Amortization of capitalized software development costs was $3 million, $8 million and $10 million for the years ended December 31,
2014, 2013 and 2012, respectively. Capitalized software development costs included in other assets in the Consolidated Balance Sheets
at December 31, 2014 and 2013 were $2 million and $5 million, respectively.
Research and Development Costs
Research and product development costs include engineering costs related to research and product development activities and are expensed
as incurred.
Impairment Review for Long-lived and Finite-Lived Intangible Assets
Long-lived assets and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be fully recoverable. 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
43
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
carrying amount, an impairment charge is recorded for an 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. We derive cash flow estimates from our long-term business plans and historical experience.
Impairment Review for Goodwill
Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or sooner when circumstances indicate
an impairment may exist. A reporting unit is the operating segment, or a business that 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 and 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. 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.
Retirement Plans
Net periodic benefit cost includes current service cost, interest cost, expected return on plan assets and the amortization of actuarial gains
and losses. Actuarial gains and losses arise from actual experiences that differ from previous assumptions as well as changes in assumptions
including expected return on plan assets, discount rates used to measure pension and other postretirement obligations and life expectancy.
The expected return on assets is measured using the market-related value of assets, which is a calculated value that recognizes changes
in the fair value of plan assets over 5 years. Actuarial gains and losses are recognized in accumulated other comprehensive loss, net of
tax and amortized to benefit cost over the life expectancy of inactive plan participants. We recognize the funded status of pension and
other postretirement benefit plans in the Consolidated Balance Sheets.
Stock-based Compensation
We measure compensation expense for stock-based awards based on the estimated fair value of the awards expected to vest (net of
estimated forfeitures) and recognize the expense on a straight-line basis over the employee requisite service period. We estimate the fair
value of stock awards using a Black-Scholes valuation model or a Monte Carlo simulation model for those awards that contain a market
condition. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in
estimating the fair value of our stock awards. Estimates of fair value are not intended to predict actual future events or the value ultimately
realized by employees and subsequent events are not indicative of the reasonableness of the original estimates of fair value.
Revenue Recognition
We derive revenue from multiple sources including sales, rentals, financing and services. Certain 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 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 relative "selling prices" and the selling price for each of the elements is determined
based on vendor specific objective evidence (VSOE). We establish VSOE of selling prices for our products and services based on the
prices charged for each element when sold separately in standalone transactions. The allocation of relative selling price to the various
elements impacts the timing of revenue recognition, but does not change the total revenue recognized. Revenue is allocated to the meter
rental and equipment maintenance agreement elements using their respective selling 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. The amount
allocated to equipment is compared to the range of selling prices in standalone transactions during the period to ensure the allocated
equipment amount approximates average selling prices. More specifically, revenue related to our offerings is recognized as follows:
Sales Revenue
Sales of Equipment
We sell equipment directly to our customers and 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 or acceptance by the customer. We
recognize revenue from the sale of equipment under sales-type leases as equipment sales 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.
44
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Sales of Supplies
Revenue related to supplies is generally recognized upon delivery.
Standalone Software Sales and Integration Services
We also have multiple element arrangements containing only software and software related elements. Under these arrangements, revenue
is allocated based on VSOE, which is based on company specific stand-alone sales data or renewal rates. If we cannot obtain VSOE for
any undelivered software element, revenue is deferred until all deliverables have been delivered or until VSOE can be determined for
any remaining undelivered software elements. When the fair value of a delivered element cannot be established, but fair value evidence
exists for the undelivered software elements, we use the residual method to recognize revenue. Under the residual method, the fair value
of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements
and recognized as revenue.
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 generally
upon shipment.
Rentals Revenue
We rent equipment, primarily postage meters and mailing equipment, under short-term rental agreements. Rentals revenue includes
revenue from the subscription for digital meter services. We may invoice in advance for postage meter rentals according to the terms of
the agreement. We initially defer these advanced billings and recognize rentals revenue on a straight-line basis over the invoice period.
Revenues generated from financing customers for the continued use of equipment subsequent to the expiration of the original lease term
are recognized as rentals revenue.
We capitalize certain initial direct costs incurred in consummating a rental transaction and recognize these costs over the expected term
of the agreement. Amortization of initial direct costs was $10 million, $11 million and $13 million in 2014, 2013 and 2012, respectively.
Initial direct costs included in rental property and equipment, net in the Consolidated Balance Sheets at December 31, 2014 and 2013
were $22 million and $26 million, 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 supplies. 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 historical experience. We also consider forecasted supply and demand
for various products, product retirement and launch plans, regulatory changes, remanufacturing strategies, used equipment markets, if
any, competition and technological changes. We evaluate residual values on an annual basis or sooner if circumstances warrant. Declines
in estimated residual values considered "other-than-temporary" are recognized immediately. Estimated increases in future residual values
are not recognized until the equipment is remarketed.
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.
Business Services Revenue
Business services revenue includes revenue from presort mail services, marketing services, global ecommerce solutions and shipping
solutions. Revenue for these services is recognized as the services are provided.
We also evaluate whether it is appropriate to record revenue on a gross basis when we are acting as a principal in the transaction or net
of costs when we are acting as an agent between the customer and the vendor. We consider several factors in determining whether we
45
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
are acting as principal or agent such as whether we are the primary obligor to the customer, have control over the pricing and have credit
risk.
Shipping and Handling
Shipping and handling costs are recognized as incurred and 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, 2014 and 2013 was not material.
Deferred Marketing Costs
We capitalize certain costs associated with the acquisition of new customers and recognize these costs over the expected revenue stream
of eight years. Amortization of deferred marketing costs was $23 million, $27 million and $30 million in 2014, 2013 and 2012, respectively.
Deferred marketing costs included in other assets in the Consolidated Balance Sheets at December 31, 2014 and 2013 were $49 million
and $59 million, respectively. We review individual marketing programs for impairment on a quarterly basis or as circumstances warrant.
Restructuring Charges
Costs associated with exit or disposal activities, including lease termination costs and employee severance costs associated with
restructuring, are recognized when they are incurred. The cost and related liability for termination benefit arrangements is recognized
when they are both probable and reasonably estimable.
Derivative Instruments
In the normal course of business, we are exposed to the impact of changes in foreign currency exchange rates and interest rates. We limit
these risks by following established risk management policies and procedures, including the use of derivatives. We use derivative
instruments to limit the effects of foreign exchange rate fluctuations on financial results and manage the related cost of debt. We do not
use derivatives for trading or speculative purposes.
We record our derivative instruments at fair value and the accounting for changes in fair value 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. We have not seen a material change in the creditworthiness of those banks acting as derivative
counterparties.
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 of a change in tax rates on deferred tax assets and liabilities 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 stock awards, preference stock, preferred stock and stock purchase plans.
Translation of Non-U.S. Currency Amounts
In general, the functional currency of our foreign operations is the local currency. 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.
46
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Loss Contingencies
In the ordinary course of business, we are routinely defendants in, or party to, a number of pending and threatened legal actions. On a
quarterly basis, we review the status of each significant matter and assess the potential financial exposure. If the potential loss from any
claim or legal action is considered probable and can be reasonably estimated, we establish a liability for the estimated loss. The assessment
of the ultimate outcome of each claim or legal action and the determination of the potential financial exposure requires significant
judgment. Estimates of potential liabilities for claims or legal actions are based only on information that is available at that time. As
additional information becomes available, we may revise our estimates, and these revisions could have a material impact on our results
of operations and financial position. Legal fees are expensed as incurred.
New Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-15, Presentation of Financial
Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard
requires management to evaluate the entity's ability to continue as a going concern for 12 months following the issuance of the financial
statements and provide related footnote disclosures. This standard is effective for annual reporting periods beginning after December 15,
2016, and interim periods thereafter. Early adoption is permitted. We do not believe this standard will have a significant impact on our
consolidated financial statements or disclosures.
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with
Customers. The new standard requires companies to recognize revenue for the transfer of goods and services to customers in amounts
that reflect the consideration the company expects to receive in exchange for those goods and services. The new standard will also result
in enhanced disclosures about revenue. This standard is effective for annual reporting periods beginning after December 15, 2016,
including interim periods within that reporting period, and can be adopted either retrospectively or as a cumulative-effect adjustment.
Early adoption is prohibited. We are assessing the impact the adoption of this standard will have on our consolidated financial statements
and disclosures.
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued
Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be
presented as discontinued operations and modifies the related disclosure requirements. The standard is effective on January 1, 2015, but
early adoption is permitted for disposals or classifications of assets held for sale that have not been reported in financial statements
previously issued or available for issuance. We elected to adopt this standard effective April 1, 2014. The adoption of this standard did
not have a significant impact on our consolidated financial statements.
47
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
2. Segment Information
Small & Medium Business Solutions:
North America Mailing: Includes the revenue and related expenses from the sale, rental, financing and servicing of mailing equipment
and supplies for small and medium businesses to efficiently create mail and evidence postage in the U.S. and Canada.
International Mailing: Includes the revenue and related expenses from the sale, rental, financing and servicing of mailing equipment
and supplies for small and medium businesses to efficiently create mail and evidence postage in areas outside North America.
Enterprise Business Solutions:
Production Mail: Includes the worldwide revenue and related expenses from the sale of production mail inserting and sortation
equipment, high-speed production print systems, supplies and related support services to large enterprise clients to process inbound
and outbound mail.
Presort Services: Includes revenue and related expenses from presort mail services for our large enterprise clients to qualify large
mail volumes for postal worksharing discounts.
Digital Commerce Solutions:
Digital Commerce Solutions: Includes the worldwide revenue and related expenses from (i) the sale of non-equipment-based mailing,
customer information management, location intelligence and customer engagement solutions and related support services; (ii)
shipping and global ecommerce solutions; and (iii) direct marketing services for targeted clients.
We determine segment earnings before interest and taxes (EBIT) by deducting from segment revenue the related costs and expenses
attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges and asset impairment
charges, which are not allocated to a particular business segment. Management uses segment EBIT to measure profitability and performance
at the segment level. Management believes segment EBIT provides a useful measure of our operating performance and underlying trends
of the businesses. Segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction
with our consolidated results of operations.
The following tables provide information about our reportable segments.
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total revenue
Geographic Data:
United States
Outside United States
Total
Revenues
Years Ended December 31,
2014
1,491,927
572,440
2,064,367
2013
2012
$
1,555,585
$
1,643,855
602,582
2,158,167
601,629
2,245,484
462,199
456,556
918,755
838,382
3,821,504
2,743,957
1,077,547
3,821,504
511,544
430,469
942,013
691,155
3,791,335
2,654,301
1,137,034
3,791,335
480,718
429,804
910,522
667,707
3,823,713
2,669,074
1,154,639
3,823,713
$
$
$
$
$
$
$
$
$
$
48
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total EBIT
Reconciling items:
Interest, net
Unallocated corporate expenses
Restructuring charges and asset impairments, net
Other expense, net
Income from continuing operations before income taxes
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Unallocated amount
Discontinued operations
Consolidated depreciation and amortization
EBIT
Years Ended December 31,
$
2014
642,521
88,710
731,231
47,543
98,230
145,773
83,725
960,729
2013
2012
$
640,830
$
646,979
71,516
712,346
55,000
83,259
138,259
54,777
905,382
75,844
722,823
48,981
106,170
155,151
53,242
931,216
(169,450)
(229,785)
(84,560)
(45,738)
431,196
$
(186,987)
(217,458)
(84,344)
(32,639)
383,954
(184,675)
(216,457)
(17,176)
(1,138)
$
511,770
Depreciation and amortization
Years Ended December 31,
2014
2013
2012
68,291
30,629
98,920
7,740
28,462
36,202
33,654
168,776
29,312
—
198,088
$
$
81,238
29,515
110,753
15,740
29,999
45,739
24,361
180,853
14,052
16,338
211,243
$
104,957
26,804
131,761
12,227
26,753
38,980
30,167
200,908
16,785
37,863
255,556
$
$
$
$
49
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Unallocated amount
Discontinued operations
Consolidated capital expenditures
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total for reportable segments
Reconciliation to consolidated amount:
Cash and cash equivalents
Short-term investments
Other corporate assets
Discontinued operations
Consolidated assets
Identifiable long-lived assets:
United States
Outside United States
Total
Capital expenditures
Years Ended December 31,
2014
2013
2012
67,596
13,966
81,562
801
17,457
18,258
12,467
112,287
68,269
—
180,556
$
$
57,973
25,386
83,359
2,875
12,512
15,387
25,562
124,308
4,876
8,328
78,511
29,642
108,153
12,339
17,220
29,559
4,794
142,506
1,231
32,849
$
137,512
$
176,586
Assets
December 31,
2014
2,614,123
687,233
3,301,356
2013
2012
$
2,767,743
$
2,863,233
856,073
3,623,816
866,620
3,729,853
266,831
346,850
613,681
1,212,105
5,127,142
1,079,145
32,121
247,285
—
6,485,693
391,311
94,160
485,471
305,428
343,206
648,634
386,338
369,405
755,743
1,242,013
5,514,463
1,291,670
5,777,266
907,806
31,128
217,913
101,398
6,772,708
351,772
119,545
471,317
913,276
36,611
278,731
854,007
7,859,891
483,422
143,147
626,569
$
$
$
$
$
$
$
$
$
$
$
$
50
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
3. Discontinued Operations
Discontinued operations include PBMS, IMS and our Nordic furniture business, which were sold during 2013 and DIS, which was sold
in 2014. Discontinued operations also include certain tax benefits related to our Capital Services business that was sold in 2006.
The following tables show selected financial information included in discontinued operations:
Year Ended December 31, 2014
Revenue
(Loss) income from operations
Gain on sale
Income before taxes
Tax (benefit) provision
Net income
Capital Services, net of tax
Income from discontinued operations
$
$
$
PBMS
IMS
Nordic
furniture
business
— $
— $
— $
308
$
509
$
(245) $
2,778
2,533
(6,931)
9,464
1,994
2,302
851
$
1,451
$
—
509
141
368
$
DIS
19,858
2,123
24,733
26,856
18,184
8,672
Total
19,858
2,695
29,505
32,200
12,245
19,955
13,794
33,749
$
$
$
$
Revenue
$
639,237
$
23,036
$
37,785
$
78,066
$
778,124
Year Ended December 31, 2013
PBMS
IMS
Nordic
furniture
business
DIS
Total
(Loss) income from operations
Gain (loss) on sale
(Loss) income before taxes
Tax provision (benefit)
Net (loss) income
Capital Services, net of tax
Loss from discontinued operations
Revenue
Income (loss) from operations
Tax provision (benefit)
Net income (loss)
Capital Services, net of tax
Income from discontinued operations
$ (118,017) $
5,126
(112,891)
41,384
$ (154,275) $
(3,057) $
(2,717)
(5,774)
(1,064)
(4,710) $
(4,037) $
4,562
525
149
376
19,223
$ (105,888)
—
19,223
5,102
6,971
(98,917)
45,571
$
14,121
$ (144,488)
(289)
$ (144,777)
Year Ended December 31, 2012
IMS
Nordic
furniture
business
135,222
$
67,994
(40,084) $
(15,003)
(25,081) $
2,839
794
2,045
$
$
$
PBMS
920,958
67,458
29,255
38,203
$
$
$
$
$
$
DIS
Total
91,351
$ 1,215,525
22,542
5,965
16,577
$
$
$
52,755
21,011
31,744
34,312
66,056
The loss from discontinued operations in 2013 includes goodwill impairment charges of $101 million and asset impairment charges of
$15 million. As a result of lower than expected operating performance of our PBMS North America business due to the loss of certain
customer contracts, pricing pressure on contract renewals and a longer than originally anticipated sales cycle for some of our new growth
areas, future cash flows were estimated to be lower than originally projected. Given these factors, a goodwill impairment test was performed
and it was determined that the carrying value of goodwill exceeded its implied fair value. Accordingly, a goodwill impairment charge of
51
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
$98 million was recognized to write-down the carrying value of goodwill to its estimated implied fair value. The fair value of PBMS
North America was determined based on a combination of techniques, including external valuation data, the present value of future cash
flows and applicable multiples of competitors. These inputs were classified as Level 3 in the fair value hierarchy. In 2013, we also recorded
goodwill impairment charges of $2 million in connection with the sale of PBMS International and $1 million in connection with the sale
of the Nordic furniture business.
During 2012, in connection with our decision to exit our IMS operations, we conducted a goodwill impairment review. We determined
the fair value of IMS based on third-party written offers to purchase the business as well as applying an income approach with revised
cash flow projections. The inputs used to determine the fair value of IMS were classified as Level 3 in the fair value hierarchy. Based on
the results of our impairment test, a goodwill impairment charge of $18 million and asset impairment charges of $17 million were recorded
to write-down the carrying value of goodwill, intangible assets and other assets to their respective implied fair values.
4. Earnings per Share
The calculations of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 are presented below. The
sum of earnings per share amounts may not equal the totals due to rounding.
Numerator:
Amounts attributable to common stockholders:
Net income from continuing operations
Income (loss) from discontinued operations
Net income (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 attributable to Pitney Bowes Inc.
Diluted earnings per share:
Continuing operations
Discontinued operations
Net income attributable to Pitney Bowes Inc.
Years Ended December 31,
2014
2013
2012
$
300,006
$
33,749
333,755
44
287,612
(144,777)
142,835
46
$
379,107
66,056
445,163
51
$
333,711
$
142,789
$
445,112
201,992
201,614
200,389
1
344
1,624
203,961
2
381
960
2
398
577
202,957
201,366
$
$
$
$
1.49
0.17
1.65
1.47
0.17
1.64
$
$
$
$
1.43
(0.72)
0.71
1.42
(0.71)
0.70
$
$
$
$
1.89
0.33
2.22
1.88
0.33
2.21
Anti-dilutive options excluded from diluted earnings per share (in thousands):
7,322
12,448
13,801
52
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
5. Inventories
Inventories at December 31, 2014 and 2013 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
6. Finance Assets
Finance Receivables
December 31,
2014
2013
37,175
33,760
26,992
97,927
(13,100)
84,827
$
$
33,920
48,165
38,515
120,600
(17,020)
103,580
$
$
Finance receivables are comprised of sales-type lease receivables and unsecured revolving loan receivables. Sales-type lease
receivables 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 clients for postage and supplies. Loan receivables are generally due
each month; however, customers may rollover outstanding balances. Interest is recognized on loan receivables using the effective
interest method and related annual fees are initially deferred and recognized ratably over the annual period covered. Customer
acquisition costs are expensed as incurred.
Finance receivables at December 31, 2014 and 2013 consisted of the following:
Sales-type lease receivables
Gross finance receivables
Unguaranteed residual values
Unearned income
Allowance for credit losses
December 31, 2014
December 31, 2013
North
America
International
Total
North
America
International
Total
$ 1,286,624
$
366,669
$ 1,653,293
$ 1,456,420
$
456,759
$ 1,913,179
105,205
18,291
123,496
121,339
21,553
142,892
(270,196)
(83,110)
(353,306)
(299,396)
(101,311)
(400,707)
(10,281)
(5,129)
(15,410)
(14,165)
(9,703)
(23,868)
Net investment in sales-type lease receivables
1,111,352
296,721
1,408,073
1,264,198
367,298
1,631,496
Loan receivables
Loan receivables
Allowance for credit losses
Net investment in loan receivables
376,987
(10,912)
366,075
47,665
(1,788)
45,877
424,652
397,815
(12,700)
(11,165)
411,952
386,650
49,054
(1,916)
47,138
446,869
(13,081)
433,788
Net investment in finance receivables
$ 1,477,427
$
342,598
$ 1,820,025
$ 1,650,848
$
414,436
$ 2,065,284
Finance receivables with a net investment of $62 million were included in the sale of DIS.
53
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Loans receivables are due within one year. Maturities of gross sales-type lease finance receivables at December 31, 2014 were as
follows:
2015
2016
2017
2018
2019
Thereafter
Total
Sales-type Lease Receivables
North America
580,232
$
362,876
214,582
97,914
25,497
5,523
International
Total
$
146,670
$
104,442
67,824
36,227
10,760
746
726,902
467,318
282,406
134,141
36,257
6,269
$
1,286,624
$
366,669
$
1,653,293
Allowance for Credit Losses
Activity in the allowance for credit losses for the years ended December 31, 2014, 2013 and 2012 was as follows:
Sales-type Lease Receivables
Loan Receivables
North
America
International
North
America
International
Total
Balance at December 31, 2011
$
28,661
$
12,039
$
20,272
$
2,458
$
Amounts charged to expense
Accounts written off
Balance at December 31, 2012
Amounts charged to expense
Accounts written off
Balance at December 31, 2013
Amounts charged to expense
Accounts written off
2,276
(13,958)
16,979
4,584
(7,398)
14,165
4,346
(8,230)
Balance at December 31, 2014
$
10,281
$
994
(4,371)
8,662
4,553
(3,512)
9,703
866
(5,440)
5,129
$
3,278
(11,228)
12,322
9,663
(10,820)
11,165
10,237
(10,490)
10,912
$
903
(1,230)
2,131
1,254
(1,469)
1,916
1,626
(1,754)
1,788
$
63,430
7,451
(30,787)
40,094
20,054
(23,199)
36,949
17,075
(25,914)
28,110
Aging of Receivables
The aging of finance receivables at December 31, 2014 and 2013 was as follows:
December 31, 2014
1 - 30 days
31 - 60 days
61 - 90 days
> 90 days
Total
Past due amounts > 90 days
Still accruing interest
Not accruing interest
Total
Sales-type Lease Receivables
Loan Receivables
North
America
International
North
America
International
Total
$
$
$
$
1,217,623
23,242
24,198
21,561
1,286,624
5,931
15,630
21,561
$
$
$
$
347,236
6,207
4,494
8,732
366,669
2,517
6,215
8,732
$
$
$
$
359,672
9,245
3,498
4,572
376,987
$
$
— $
4,572
4,572
$
45,678
1,201
413
373
47,665
$
$
1,970,209
39,895
32,603
35,238
2,077,945
— $
373
373
$
8,448
26,790
35,238
54
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Sales-type Lease Receivables
Loan Receivables
North
America
International
North
America
International
Total
$
1,383,253
$
425,923
$
379,502
$
42,573
$
2,231,251
32,102
20,830
20,235
1,456,420
6,413
13,822
20,235
$
$
$
$
$
$
11,760
5,724
13,352
456,759
3,979
9,373
13,352
$
$
$
10,464
3,330
4,519
4,391
1,363
727
58,717
31,247
38,833
397,815
$
49,054
$
2,360,048
— $
4,519
4,519
$
— $
727
727
$
10,392
28,441
38,833
December 31, 2013
1 - 30 days
31 - 60 days
61 - 90 days
> 90 days
Total
Past due amounts > 90 days
Still accruing interest
Not accruing interest
Total
Credit Quality
The extension of credit and management of credit lines to new and existing clients uses a combination of an automated credit score,
where available, and a detailed manual review of the client's financial condition and, when applicable, payment history. Once credit
is granted, the payment performance of the client is managed through automated collections processes and is supplemented with direct
follow up should an account become delinquent. We have robust automated collections and extensive portfolio management processes.
The portfolio management processes ensure that our global strategy is executed, collection resources are allocated appropriately and
enhanced tools and processes are implemented as needed.
We use a third party to score the majority of the North America portfolio on a quarterly basis using a commercial credit score. We do
not use a third party to score our International portfolio because the cost to do so is prohibitive, it is a localized process and there is
no single credit score model that covers all countries.
The table below shows the North America portfolio at December 31, 2014 and 2013 by relative risk class (low, medium, high) based
on the relative scores of the accounts within each class. The relative scores are determined based on a number of factors, including
the company type, ownership structure, payment history and financial information. A fourth class is shown for accounts that are not
scored. Absence of a score is not indicative of the credit quality of the account. 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.
• Low risk accounts are companies with very good credit scores and are considered to approximate the top 30% of all commercial
borrowers.
• Medium risk accounts are companies with average to good credit scores and are considered to approximate the middle 40% of
all commercial borrowers.
• High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent and are considered
to approximate the bottom 30% of all commercial borrowers.
55
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Sales-type lease receivables
Low
Medium
High
Not Scored
Total
Loan receivables
Low
Medium
High
Not Scored
Total
7. Fixed Assets
Fixed assets at December 31, 2014 and 2013 consisted of the following:
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,
2014
2013
$
936,979
$
1,081,853
$
$
230,799
45,202
73,644
1,286,624
259,436
96,243
10,913
10,395
$
$
244,379
51,851
78,337
1,456,420
279,607
95,524
11,511
11,173
$
376,987
$
397,815
December 31,
2014
2013
$
9,908
$
213,196
923,374
1,146,478
(861,387)
285,091
462,244
(261,864)
200,380
$
$
$
$
$
$
6,797
176,200
918,075
1,101,072
(855,901)
245,171
537,128
(310,982)
226,146
Depreciation expense was $165 million, $158 million and $177 million for the years ended December 31, 2014, 2013 and 2012,
respectively.
56
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
8. Intangible Assets and Goodwill
Intangible assets
Intangible assets at December 31, 2014 and 2013 consisted of the following:
December 31, 2014
December 31, 2013
Customer relationships
Supplier relationships
Software & technology
Trademarks & other
Gross
Carrying
Amount
$
337,438
29,000
160,825
33,079
Total intangible assets, net
$
560,342
$
Accumulated
Amortization
$
(263,121) $
(27,913)
(154,610)
(32,525)
(478,169) $
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
74,317
$
354,373
$
1,087
6,215
554
29,000
167,009
42,773
82,173
$
593,155
$
(251,388) $
(25,013)
(155,009)
(41,358)
(472,768) $
102,985
3,987
12,000
1,415
120,387
Amortization expense for intangible assets was $34 million, $37 million and $41 million for the years ended December 31, 2014, 2013
and 2012, respectively. The future amortization expense for intangible assets at December 31, 2014 was as follows:
Year ended December 31,
2015
2016
2017
2018
2019
Thereafter
Total
$
28,827
22,061
10,949
8,321
5,257
6,758
$
82,173
Actual amortization expense may differ from the amounts above due to, among other things, fluctuations in foreign currency exchange
rates, acquisitions, divestitures and impairment charges.
57
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Goodwill
The changes in the carrying amount of goodwill, by reporting segment, for the years ended December 31, 2014 and 2013 are shown in
the tables below. Prior year amounts have been recast for the change in reportable segments and discontinued operations.
Gross value
before
accumulated
impairment
Accumulated
impairment
December 31,
2013
Impairment
Other (1)
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total reportable segments
Discontinued operations
Total goodwill
$
326,664
$
— $
326,664
$
— $
182,261
508,925
118,060
195,140
313,200
903,393
1,725,518
9,353
—
—
—
—
—
—
182,261
508,925
118,060
195,140
313,200
903,393
— 1,725,518
—
9,353
—
—
—
—
—
—
—
—
$
1,734,871
$
— $ 1,734,871
$
— $
(17,216) $
(20,115)
(37,331)
(7,223)
—
(7,223)
(8,243)
(52,797)
(9,353)
(62,150) $
December 31,
2014
309,448
162,146
471,594
110,837
195,140
305,977
895,150
1,672,721
—
1,672,721
Gross value
before
accumulated
impairment
Accumulated
impairment
December 31,
2012
Impairment
Other (1)
December 31,
2013
North America Mailing
International Mailing
Small & Medium Business Solutions
Production Mail
Presort Services
Enterprise Business Solutions
Digital Commerce Solutions
Total reportable segments
Discontinued operations
Total goodwill
$
322,610
$
— $
322,610
$
— $
182,746
505,356
120,881
195,140
316,021
900,347
—
—
—
—
—
—
182,746
505,356
120,881
195,140
316,021
900,347
—
—
—
—
—
—
$
4,054
(485)
3,569
(2,821)
—
(2,821)
3,046
326,664
182,261
508,925
118,060
195,140
313,200
903,393
1,721,724
562,879
$
2,284,603
— 1,721,724
(148,465)
414,414
$ (148,465) $ 2,136,138
$
—
(101,415)
(101,415) $ (299,852) $
3,794
(303,646)
1,725,518
9,353
1,734,871
(1) Primarily represents foreign currency translation adjustments. For discontinued operations, the adjustment primarily represents the write-off of remaining goodwill
upon sale.
58
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
9. 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.
Level 3 – Unobservable inputs that are supported by little or no market activity and may be derived from internally developed
methodologies based on management's best estimates.
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, 2014 and 2013. 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 their placement within the fair value hierarchy.
Assets:
Investment securities
Money market funds / commercial paper
$
505,643
$
193,986
$
— $
699,629
Level 1
Level 2
Level 3
Total
December 31, 2014
—
—
113,974
—
—
—
27,409
24,077
24,006
67,448
156,614
1,386
—
—
—
—
—
—
27,409
24,077
137,980
67,448
156,614
1,386
619,617
$
494,926
$
— $
1,114,543
— $
— $
(2,988) $
(2,988) $
— $
— $
(2,988)
(2,988)
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies
and municipalities
Debt securities - corporate
Mortgage-backed / asset-backed securities
Derivatives
Foreign exchange contracts
Total assets
Liabilities:
Derivatives
Foreign exchange contracts
Total liabilities
$
$
$
59
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Level 1
Level 2
Level 3
Total
December 31, 2013
Assets:
Investment securities
Money market funds / commercial paper
$
403,706
$
224,440
$
— $
628,146
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies
and municipalities
Debt securities - corporate
Mortgage-backed / asset-backed securities
Derivatives
Foreign exchange contracts
Total assets
Liabilities:
Investment securities
Mortgage-backed securities
Derivatives
Foreign exchange contracts
Total liabilities
Investment Securities
—
—
122,783
—
—
—
26,536
24,695
17,653
38,264
164,598
1,358
—
—
—
—
—
—
26,536
24,695
140,436
38,264
164,598
1,358
526,489
$
497,544
$
— $
1,024,033
— $
(4,445) $
— $
(4,445)
—
— $
(3,009)
(7,454) $
—
— $
(3,009)
(7,454)
$
$
$
The valuation of investment securities is based on the market approach using 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 classified as Level 2 as they are not separately listed on an exchange.
• 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. The value of the funds
is based on the market value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares
outstanding, as reported by the fund manager. 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. The spread data used are for the same maturity as the security. These securities are classified as
Level 2.
• Mortgage-Backed Securities / Asset-Backed Securities: These securities are valued based on external pricing indices. When external
index pricing is not observable, these securities are valued based on external price/spread data. These securities are classified as
Level 2.
Investment securities include investments held by the Bank whose primary business is to provide financing solutions to clients that rent
postage meters and purchase supplies. The Bank's assets and liabilities consist primarily of cash, finance receivables, short and long-term
investments and deposit accounts.
60
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
The Bank's investment securities are classified as available-for-sale and recorded at fair value in the Consolidated Balance Sheets as cash
and cash equivalents, short-term investments and other assets depending on the type of investment and maturity. Unrealized holding gains
and losses are recorded, net of tax, in accumulated other comprehensive income (AOCI).
Available-For-Sale Securities
At December 31, 2014 and 2013, available-for-sale securities consisted of the following:
U.S. and foreign governments, agencies and municipalities
Corporate
Mortgage-backed / asset-backed securities
Total
December 31, 2014
Gross
unrealized
gains
Gross
unrealized
losses
2,905
1,569
2,362
6,836
$
$
(764)
(291)
(1,078)
(2,133)
Estimated fair
value
137,980
$
67,448
156,614
$
362,042
Amortized cost
135,839
$
$
66,170
155,330
$
357,339
$
December 31, 2013
Amortized cost
Gross unrealized
gains
Gross unrealized
losses
Estimated fair
value
U.S. and foreign governments, agencies and municipalities
$
121,803
$
Corporate
Mortgage-backed / asset-backed securities
Total
37,901
165,664
$
325,368
$
999
935
1,570
3,504
$
$
(3,372)
(572)
(2,636)
(6,580)
$
119,430
38,264
164,598
$
322,292
Investment securities that were in a loss position for 12 or more continuous months at December 31, 2014 had aggregate unrealized
holding losses of $1 million and an estimated fair value of $42 million. Investment securities that were in a loss position for less than 12
continuous months at December 31, 2014 had aggregate unrealized holding losses of $1 million and an estimated fair value of $88 million.
Investment securities that were in a loss position for 12 or more continuous months at December 31, 2013 had aggregate unrealized
holding losses of $1 million and an estimated fair value of $19 million. Investment securities that were in a loss position for less than 12
continuous months at December 31, 2013 had aggregate unrealized holding losses of $6 million and an estimated fair value of $166
million.
We have not recognized an other-than-temporary impairment on any of the investment securities in an unrealized loss position because
we do not intend to sell these securities, it is more likely than not that we will not be required to sell these securities before recovery of
the unrealized losses and we expect to receive the contractual principal and interest on these investment securities.
At December 31, 2014, the amortized cost and estimated fair value of available-for-sale securities have scheduled maturities as follows:
Within 1 year
After 1 year through 5 years
After 5 years through 10 years
After 10 years
Total
Amortized cost
48,452
$
70,734
80,426
157,727
357,339
$
Estimated fair
value
$
$
48,527
71,526
81,744
160,245
362,042
The expected payments on mortgage-backed and asset-backed securities may not coincide with their contractual maturities as borrowers
have the right to prepay obligations with or without prepayment penalties.
We have not experienced any write-offs in our investment portfolio. The majority of our mortgage-backed securities are either guaranteed
or supported by the U.S. government. We have no investments in inactive markets that 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.
61
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Derivative Instruments
The valuation of foreign exchange derivatives is based on a market approach using observable market data inputs, such as foreign currency
spot and forward rates and yield curves. As required by the fair value measurements guidance, we also incorporate 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 in the credit default swap market.
The fair value of our derivative instruments at December 31, 2014 and 2013 was as follows:
Designation of Derivatives
Balance Sheet Location
2014
2013
December 31,
Derivatives designated as hedging instruments
Foreign exchange contracts
Other current assets and prepayments
$
762
$
Accounts payable and accrued liabilities
—
Derivatives not designated as hedging instruments
Foreign exchange contracts
Other current assets and prepayments
Accounts payable and accrued liabilities
624
(2,988)
Total derivative assets
Total derivative liabilities
Total net derivative liability
1,386
(2,988)
(1,602) $
$
546
(526)
812
(2,483)
1,358
(3,009)
(1,651)
Foreign Exchange Contracts
We enter into foreign exchange contracts to mitigate the currency risk associated with 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 cash flow
hedges is included in 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, 2014 and 2013, we had outstanding contracts associated with these anticipated transactions
with a notional amount of $18 million and $26 million, respectively.
The amounts included in AOCI at December 31, 2014 will be recognized in earnings within the next 12 months. No amount of
ineffectiveness was recorded in earnings for these designated cash flow hedges.
The following represents the results of cash flow hedging relationships for the years ended December 31, 2014 and 2013:
Derivative Instrument
Foreign exchange contracts
Derivative Gain (Loss)
Recognized in AOCI
(Effective Portion)
2014
2013
$
1,878
$
241
Year Ended December 31,
Location of Gain (Loss)
(Effective Portion)
Revenue
Cost of sales
Gain (Loss) Reclassified
from AOCI to Earnings
(Effective Portion)
2014
2013
$
$
1,276
(140)
1,136
$
$
(835)
332
(503)
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 adjustment on the derivatives are both recorded in earnings. All outstanding contracts at December 31, 2014 mature over the next
13 months.
62
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
The following represents the results of our non-designated derivative instruments for the years ended December 31, 2014 and 2013:
Derivatives Instrument
Foreign exchange contracts
Location of Derivative Gain (Loss)
Selling, general and administrative expense
Year Ended December 31,
Derivative Gain (Loss)
Recognized in Earnings
2014
2013
$
(4,701) $
(16,574)
Interest Rate Swaps
We had no interest rate swap agreements outstanding at December 31, 2014 or 2013. During 2013, we had interest rate swaps related to
our fixed-rate debt outstanding. These interest rate swaps were designated as fair value hedges and changes in the fair value of both the
derivative and item being hedged were recognized in earnings. No amount of ineffectiveness was recorded in earnings during 2013.
Activity for interest rate swaps outstanding during 2013 was as follows:
Derivative Instrument
Interest rate swaps
Location of Gain (Loss)
Interest expense
Year Ended December 31, 2013
Derivative Gain
Recognized in
Earnings
Hedged Item
Expense
Recognized in
Earnings
$
3,798
$
(11,883)
Credit-Risk-Related Contingent Features
Certain derivative instruments contain credit-risk-related contingent features that would require us to post collateral based on a combination
of our long-term senior unsecured debt ratings and the net fair value of our derivatives. At December 31, 2014, the maximum amount of
collateral that we would have been required to post had the credit-risk-related contingent features been triggered was $2 million.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, investment securities, accounts receivable, loan receivables, derivative
instruments, accounts payable and debt. The carrying value for cash and cash equivalents, accounts receivable, loans receivable, and
accounts payable approximate fair value because of the short maturity of these instruments.
The fair value of our debt is estimated based on recently executed transactions and market price quotations. The inputs used to determine
the fair value of our debt were classified as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of our debt at
December 31, 2014 and 2013 was as follows:
Carrying value
Fair value
December 31,
2014
3,252,006
3,440,383
$
$
2013
$
$
3,346,295
3,539,022
63
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
10. Supplemental Balance Sheet Information
The following table shows selected balance sheet information at December 31, 2014 and 2013:
Other assets:
Long-term investments
Deferred charges
Other
Total
Accounts payable and accrued liabilities:
Accounts payable
Customer deposits
Employee related liabilities
Miscellaneous other
Total
Assets held for sale
$
$
$
December 31,
2014
2013
324,439
$
149,092
95,579
569,110
$
293,514
161,570
116,723
571,807
268,527
$
661,167
319,963
309,074
270,067
672,440
332,072
370,003
$
1,558,731
$
1,644,582
Assets held for sale at December 31, 2014 and 2013 includes the fair value of our corporate headquarters building. At December 31,
2014, the fair value of the building, determined as the estimated selling price less the costs to sell, was $44 million. Assets held for sale
at December 31, 2014 also includes the value of a lease portfolio that was subsequently sold in January 2015.
11. Restructuring Charges and Asset Impairments
Operational Excellence
In 2013, we initiated actions designed to enhance our responsiveness to changing market conditions, further streamline our business
operations, reduce our cost structure and create long-term flexibility to invest in growth (Operational Excellence). The table below shows
the activity in our restructuring reserves for Operational Excellence for the years ended December 31, 2014 and 2013 and includes amounts
for both continuing operations and discontinued operations.
Balance at December 31, 2012
Expenses, net
Cash payments
Balance at December 31, 2013
Expenses, net
Cash payments
Balance at December 31, 2014
Severance and
benefits costs
Other exit
costs
Total
$
$
— $
— $
55,449
(13,022)
42,427
82,730
(47,052)
78,105
$
9,961
(2,339)
7,622
5,444
(4,912)
8,154
$
—
65,410
(15,361)
50,049
88,174
(51,964)
86,259
The majority of the remaining restructuring reserves 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 to fund these payments from cash
flows from operations.
64
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Other Plans
Other plans include workforce reduction actions taken in 2012 and strategic transformation initiatives announced in 2009 that were
implemented over a three year period. The table below shows the activity in our restructuring reserves for these other plans for the years
ended December 31, 2014, 2013 and 2012 and includes amounts for both continuing operations and discontinued operations.
Severance and
benefits costs
Other exit
costs
Balance at December 31, 2011
$
105,036
$
Expenses, net
Cash payments
Balance at December 31, 2012
Expenses, net
Cash payments
Balance at December 31, 2013
Expenses, net
Cash payments
Balance at December 31, 2014
$
Asset Impairments
24,992
(67,488)
62,540
(7,076)
(39,333)
16,131
(8,405)
(3,995)
3,731
$
14,075
(1,627)
(7,230)
5,218
—
(4,826)
392
—
(203)
189
Total
119,111
$
23,365
(74,718)
67,758
(7,076)
(44,159)
16,523
(8,405)
(4,198)
3,920
$
In 2013, we entered into an agreement to sell our corporate headquarters building and recorded a non-cash impairment charge of $26
million to write-down the carrying value of the building to its fair value. The fair value was determined based on the estimated selling
price less the costs to sell. The inputs used to determine the fair value were classified as Level 3. The impairment charge was included
as restructuring charges and asset impairments, net in the Consolidated Statements of Income.
12. Debt
Notes due March 2015
Notes due January 2016
Notes due September 2017
Notes due March 2018
Notes due May 2018
Notes due March 2019
Notes due November 2022
Notes due March 2024
State of CT DECD loan due November 2024
Notes due January 2037
Notes due March 2043
Term loans
Principal amount
Less: unamortized discount
Plus: unamortized interest rate swap proceeds
Total debt
Less: current portion long-term debt
Long-term debt
65
December 31,
Interest rate
5.0%
$
4.75%
5.75%
5.6%
4.75%
6.25%
5.25%
4.625%
2.0%
5.25%
6.7%
Variable
2014
274,879
370,914
385,109
250,000
350,000
300,000
110,000
500,000
16,000
115,041
425,000
130,000
3,226,943
6,653
31,716
3,252,006
324,879
$ 2,927,127
2013
$
274,879
370,914
500,000
250,000
350,000
300,000
110,000
—
—
500,000
425,000
230,000
3,310,793
5,158
40,660
3,346,295
—
$ 3,346,295
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
During the first quarter of 2014, we completed a cash tender offer (the Tender Offer) for a portion of the 5.75% Notes due 2017 and the
5.25% Notes due 2037 (the Subject Notes). Holders who validly tendered their notes received the principal amount of the notes tendered,
all accrued and unpaid interest and a premium amount. An aggregate $500 million of the Subject Notes were tendered. We incurred
expenses of $62 million, consisting of the call premium, the write-off of unamortized costs and bank transaction fees.
To fund the Tender Offer, also in the first quarter of 2014, we issued $500 million of 4.625% fixed rate 10-year notes. Interest is payable
in March and September. The notes mature in March 2024, but may be redeemed, at any time, in whole or in part, at our option, at par
plus accrued interest. If the notes are redeemed prior to December 15, 2023, the redemption price will be equal to the sum of 100% of
the principal amount, accrued and unpaid interest and a make-whole payment. Net proceeds from the issuance of the notes were $493
million.
In October 2014, we received a loan from the State of Connecticut Department of Economic and Community Development (CT DECD).
The loan consists of a $15 million development loan and $1 million jobs-training grant that is subject to refund if certain conditions are
not met. The loan requires monthly interest payments through November 2020 and principal and interest payments from December 2020
through maturity in November 2024.
The 5.25% Notes due November 2022 and 6.7% Notes due March 2043 may be redeemed, at our option, in whole or in part, at par plus
accrued interest any time on or after November 2015 and March 2018, respectively.
The 5.25% Notes due 2037 may be redeemed by bondholders, in whole or in part, at par plus accrued interest in January 2017.
Term loans bear interest at the applicable London Interbank Offered Rate plus 2.25% or Prime Rate plus 1.25%, at our option. Interest
is payable and resets quarterly and the loans mature in 2015 and 2016. In 2014, we repaid $100 million of the term loans. At December 31,
2014, the weighted-average interest rate of the term loans was 2.48%.
There were no outstanding commercial paper borrowings at December 31, 2014 or 2013. As of December 31, 2014, we had not drawn
upon our $1.0 billion credit facility. The credit facility was renewed in January 2015 and expires in January 2020.
Annual maturities of outstanding debt at December 31, 2014 are as follows:
2015
2016
2017
2018
2019
Thereafter
Total
$
$
324,879
450,914
385,109
600,000
300,000
1,166,041
3,226,943
66
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
13. Retirement Plans and Postretirement Medical Benefits
We provide certain retirement benefits to our U.S. employees hired prior to January 1, 2005 and to eligible employees outside the U.S.
under various defined benefit retirement plans. Benefit accruals under most of our defined benefit plans, including our two largest U.S.
pension plans, our U.K. pension plans and Canadian pension plans, have been frozen.
We also provide certain employer subsidized health care and employer provided life insurance benefits in the U.S. and Canada to eligible
retirees and their dependents. Employees hired before January 1, 2005 in the U.S. and April 1, 2005 in Canada become eligible for retiree
medical benefits after reaching age 55 and with the completion of the required service period. The cost of these benefits is recognized
over the period the employee provides credited service to the company.
Retirement Plans
The benefit obligations and funded status of defined benefit pension plans are as follows:
Accumulated benefit obligation
Projected benefit obligation
United States
Foreign
2014
1,866,914
$
2013
2014
2013
$
1,611,457
$
698,176
$
659,602
Benefit obligation - beginning of year
$
1,622,591
$
1,822,677
$
672,773
$
663,826
Service cost
Interest cost
Plan participants' contributions
Actuarial loss (gain)
Foreign currency changes
Settlement / curtailment
Special termination benefits
Benefits paid
Benefit obligation - end of year
$
Fair value of plan assets available for benefits
6,908
77,655
—
306,718
—
(16,867)
—
(128,829)
1,868,176
$
13,981
74,370
—
(154,996)
—
(3,275)
548
(130,714)
1,622,591
$
3,565
28,518
59
89,695
(52,750)
—
1,238
(27,811)
715,287
6,272
27,365
496
(1,224)
(204)
(86)
935
(24,607)
$
672,773
Fair value of plan assets - beginning of year
$
1,523,679
$
1,583,932
$
561,078
$
509,331
Actual return on plan assets
Company contributions
Plan participants' contributions
Settlement / curtailment
Foreign currency changes
Benefits paid
Fair value of plan assets - end of year
Amounts recognized in the Consolidated Balance Sheets
Non-current asset
Current liability
Non-current liability
Funded status
195,946
19,534
—
(16,867)
—
(128,829)
1,593,463
300
(6,590)
(268,423)
(274,713)
$
$
$
60,569
9,892
—
—
—
(130,714)
1,523,679
195
(18,097)
(81,010)
(98,912)
$
$
$
$
$
$
67,306
15,323
59
—
(40,963)
(27,811)
574,992
5,813
(1,008)
(145,100)
(140,295)
$
$
$
62,777
14,509
496
—
(1,428)
(24,607)
561,078
11,951
(1,051)
(122,595)
(111,695)
In October 2014, the Society of Actuaries published updated mortality tables for U.S. plans (RP-2014) and an updated improvement scale
(MP-2014), which both reflect improved longevity. We have historically utilized the Society of Actuaries' published mortality data in our
plan assumptions. Accordingly, we adopted RP-2014 and MP-2014 for purposes of measuring the pension obligation at year end. The
change to the mortality assumption increased the year-end pension obligation by $110 million.
67
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Information provided in the table below is only for pension plans with an accumulated benefit obligation in excess of plan assets at
December 31, 2014 and 2013:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Pretax amounts recognized in AOCI consist of:
Net actuarial loss
Prior service credit
Transition asset
Total
United States
2014
1,867,788
1,866,525
1,592,774
2013
1,621,164
1,610,029
1,522,057
$
$
$
United States
2014
918,641
(144)
—
$
2013
733,943
(135)
—
$
$
$
$
918,497
$
733,808
$
$
$
$
$
$
Foreign
2014
583,317
566,365
437,209
$
$
$
2013
544,875
532,774
421,229
Foreign
2014
253,257
(806)
(49)
252,402
$
$
2013
200,000
(863)
(59)
199,078
The estimated amounts that will be amortized from AOCI into net periodic benefit cost in 2015 are as follows:
Net actuarial loss
Prior service cost (credit)
Transition asset
Total
United States
Foreign
30,590
$
6,828
9
—
(79)
(10)
30,599
$
6,739
$
$
The components of net periodic benefit cost for defined benefit pension plans were as follows:
Service cost
Interest cost
Expected return on plan assets
Amortization of net transition asset
Amortization of prior service cost (credit)
Amortization of net actuarial loss
Special termination benefits
Settlement / curtailment
Net periodic benefit cost
United States
2014
2013
2012
2014
Foreign
2013
$
6,908
$
13,981
$
18,939
$
3,565
$
6,272
$
77,655
(103,822)
—
9
25,369
—
4,528
10,647
74,370
(107,608)
—
380
32,494
548
2,638
16,803
$
81,040
(121,623)
—
803
52,957
—
(48)
32,068
$
$
$
28,518
(39,137)
(10)
(57)
8,268
1,238
—
2,385
$
27,365
(34,769)
(9)
112
14,445
935
—
14,351
$
2012
7,763
27,793
(32,299)
(10)
112
14,103
601
444
18,507
68
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Other changes in plan assets and benefit obligations for defined benefit pension plans recognized in other comprehensive income were
as follows:
Net actuarial loss (gain)
Amortization of net actuarial loss
Amortization of prior service (cost) credit
Net transition asset
Settlement / curtailment
Total recognized in other comprehensive income
United States
Foreign
2014
214,593
(25,369)
(9)
—
(4,528)
184,687
$
$
2013
(111,232)
(32,494)
(380)
—
(2,638)
(146,744)
$
$
$
2014
2013
$
61,525
(8,268)
57
10
—
(29,320)
(14,445)
(112)
9
—
$
53,324
$
(43,868)
Weighted-average actuarial assumptions used to determine end of year benefit obligations and net periodic benefit cost for defined benefit
pension plans include:
United States
Used to determine benefit obligations
Discount rate
Rate of compensation increase
Used to determine net periodic benefit cost
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 cost
Discount rate
Expected return on plan assets
Rate of compensation increase
2014
2013
2012
4.15%
N/A
4.95%
7.00%
3.50%
4.95%
3.50%
4.05%
7.25%
3.50%
4.05%
3.50%
4.95%
7.75%
3.50%
1.10% - 3.80%
1.50% - 3.50%
1.45% - 4.60%
1.50% - 3.50%
1.95% - 4.65%
1.50% - 3.50%
1.45% - 4.60%
3.75% - 7.50%
1.50% - 3.50%
1.95% - 4.65%
3.50% - 7.50%
1.50% - 3.50%
1.80% - 6.10%
3.25% - 7.50%
2.10% - 4.60%
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 pool
of corporate long-term, high-quality fixed income debt instruments available as of the measurement date. The discount rate for our largest
foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan), is determined by using a model that discounts 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 expected 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 based on the target asset allocation of our global pension plans, 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 places more emphasis on the expected future returns than historical returns.
69
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
During 2015, we anticipate making total contributions of $7 million to our U.S. pension plans and $16 million to our foreign pension
plans. We will reassess our funding alternatives as the year progresses.
Investment Strategy and Asset Allocation - U.S. Pension Plans
The investment strategy of our U.S. pension plans is to maximize returns within reasonable and prudent levels of risk, to achieve and
maintain full funding of the accumulated benefit obligation and the actuarial liabilities and to earn a nominal rate of return of at least
7.0%. 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. The target asset allocation for 2015
and the actual asset allocations at December 31, 2014 and 2013, for the U.S. pension plans are as follows:
Asset category
U.S. equities
Non-U.S. equities
Fixed income
Real estate
Private equity
Total
Target
allocation
Percent of Plan Assets at
December 31,
2015
2014
2013
11%
11%
68%
2%
8%
12%
9%
69%
5%
5%
16%
14%
60%
4%
6%
100%
100%
100%
Investment Strategy and Asset Allocation - Foreign Pension Plans
Our foreign pension plan assets are managed by outside investment managers and monitored regularly by local trustees and 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 obligation and the actuarial liabilities and to earn a nominal rate of return of at least 7.0%. 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 asset allocation for 2015 and the actual asset allocations at December 31, 2014 and 2013,
for the U.K. pension plan are as follows:
Asset category
U.K. equities
Non-U.K. equities
Fixed income
Cash
Total
Target
Allocation
Percent of Plan Assets at
December 31,
2015
2014
2013
30%
30%
40%
—%
100%
28%
29%
40%
3%
100%
33%
35%
31%
1%
100%
The target asset allocation used to manage the investment portfolios is 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.
70
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
The fair value of the U.K. plan assets was $427 million and $414 million at December 31, 2014 and 2013, respectively, and the expected
long-term weighted average rate of return on these plan assets was 7.50% in 2014 and 7.38% in 2013.
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, 2014 and 2013, 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. There are no shares of our common stock included in the plan assets of our pension plans.
United States Pension Plans
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies and
municipalities
Debt securities - corporate
Mortgage-backed securities
Asset-backed securities
Private equity
Real estate
Securities lending collateral (1)
Total plan assets at fair value
Securities lending payable (1)
Cash
Other
December 31, 2014
Level 1
Level 2
Level 3
Total
$
— $
10,758
$
— $
180,069
—
184,209
—
—
—
—
—
—
146,716
261,571
25,131
598,927
20,401
2,158
—
—
131,901
—
—
—
—
2,102
—
81,246
74,747
—
$
364,278
$
1,197,563
$
158,095
$
10,758
326,785
261,571
209,340
598,927
22,503
2,158
81,246
74,747
131,901
1,719,936
(131,901)
4,621
807
Fair value of plan assets available for benefits
$
1,593,463
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies and
municipalities
Debt securities - corporate
Mortgage-backed securities
Asset-backed securities
Private equity
Real estate
Securities lending collateral (1)
Total plan assets at fair value
Securities lending payable (1)
Cash
Other
December 31, 2013
Level 1
Level 2
Level 3
Total
$
— $
30,374
$
— $
279,988
—
43,390
—
—
—
—
—
—
323,378
165,303
209,674
30,477
568,567
31,738
625
—
—
6,602
1,043,360
$
$
—
—
—
—
2,634
—
87,470
67,917
—
158,021
$
$
30,374
445,291
209,674
73,867
568,567
34,372
625
87,470
67,917
6,602
1,524,759
(6,602)
634
4,888
Fair value of plan assets available for benefits
$
1,523,679
(1) Securities lending collateral is offset by a corresponding securities lending payable amount.
71
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Foreign Plans
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies and
municipalities
Debt securities - corporate
Total plan assets at fair value
Cash
Other
Fair value of plan assets available for benefits
Money market funds
Equity securities
Commingled fixed income securities
Debt securities - U.S. and foreign governments, agencies and
municipalities
Debt securities - corporate
Total plan assets at fair value
Cash
Other
Fair value of plan assets available for benefits
December 31, 2014
Level 1
Level 2
Level 3
Total
$
— $
6,684
$
— $
99,570
—
—
—
190,924
151,017
85,711
26,154
—
—
—
—
6,684
290,494
151,017
85,711
26,154
$
99,570
$
460,490
$
— $
560,060
10,859
4,073
$
574,992
December 31, 2013
Level 1
Level 2
Level 3
Total
$
— $
6,058
$
— $
109,403
—
—
—
257,046
104,070
60,204
17,944
—
—
—
—
6,058
366,449
104,070
60,204
17,944
$
109,403
$
445,322
$
— $
554,725
5,285
1,068
$
561,078
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, 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, 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.
72
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
• Debt Securities – Corporate: Investments are comprised of both investment grade debt
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.
and high-yield debt
• 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.
•
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, and receives collateral, typically cash. This
collateral is invested in a short-term fixed income securities commingled fund. The commingled fund is not listed or traded on an
exchange and is classified as Level 2. This amount invested in the fund is offset by a corresponding liability reflected in the U.S.
pension plan's net assets available for benefits.
Level 3 Gains and Losses
The following table summarizes the changes in the fair value of Level 3 assets for the years ended December 31, 2014 and 2013:
Balance at December 31, 2012
Realized (losses) gains
Unrealized gains
Net purchases, sales and settlements
Balance at December 31, 2013
Realized gains
Unrealized gains
Net purchases, sales and settlements
Balance at December 31, 2014
Private equity
Real estate
Total
91,805
(1,591)
2,190
(4,934)
87,470
11,174
1,886
(19,284)
81,246
$
63,168
$
158,164
1,939
5,182
(2,372)
67,917
285
6,140
405
74,747
$
348
7,577
(8,068)
158,021
11,471
8,085
(19,482)
158,095
$
Mortgage-backed
securities
$
3,191
$
—
205
(762)
2,634
12
59
(603)
2,102
$
$
73
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Nonpension Postretirement Benefits
The benefit obligation and funded status for nonpension postretirement benefit plans are as follows:
Benefit obligation
Benefit obligation - beginning of year
Service cost
Interest cost
Plan participants' contributions
Actuarial loss (gain)
Foreign currency changes
Curtailment
Benefits paid
Benefit obligation - end of year (1)
Fair value of plan assets
Fair value of plan assets - beginning of year
Company contribution
Plan participants' contributions
Benefits paid
Fair value of plan assets - end of year
Amounts recognized in the Consolidated Balance Sheets
Current liability
Non-current liability
Funded status
2014
2013
$
231,153
$
282,857
2,683
9,951
5,418
37,532
(2,096)
(2,160)
(28,501)
253,980
$
— $
23,083
5,418
(28,501)
— $
3,684
9,503
4,313
(30,051)
(1,693)
(4,839)
(32,621)
231,153
—
28,308
4,313
(32,621)
—
(22,113)
(231,867)
(253,980)
$
$
(23,668)
(207,485)
(231,153)
$
$
$
$
$
(1) The benefit obligation for the U.S. nonpension postretirement plans was $231 million and $208 million at December 31, 2014 and 2013, respectively.
Pretax amounts recognized in AOCI consist of:
Net actuarial loss
Prior service cost
Total
2014
2013
$
$
97,955
2,356
100,311
$
$
68,120
2,516
70,636
The components of net periodic benefit cost for nonpension postretirement benefit plans were as follows:
Service cost
Interest cost
Amortization of prior service cost (credit)
Amortization of net actuarial loss
Curtailment
Net periodic benefit cost
2014
2013
2012
$
$
2,683
9,951
159
5,949
—
18,742
$
$
3,684
9,503
128
7,433
2,920
23,668
$
$
3,563
11,187
(1,724)
8,214
—
21,240
74
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Other changes in plan assets and benefit obligation for nonpension postretirement benefit plans recognized in other comprehensive income
were as follows:
Net actuarial loss (gain)
Amortization of net actuarial loss
Amortization of prior service cost
Curtailment
Other adjustments
Total recognized in other comprehensive income
$
2014
2013
35,372
(5,949)
(159)
—
412
$
(34,890)
(7,433)
(128)
(2,920)
481
$
29,676
$
(44,890)
The estimated amounts that will be amortized from AOCI into net periodic benefit cost in 2015 are as follows:
Net actuarial loss
Prior service cost
Total
$
$
9,619
297
9,916
The weighted-average discount rates used to determine end of year benefit obligation and net periodic pension cost include:
Discount rate used to determine benefit obligation
U.S.
Canada
Discount rate used to determine net period benefit cost
U.S.
Canada
2014
2013
2012
3.90%
3.80%
4.40%
4.65%
4.40%
4.65%
3.65%
3.90%
3.65%
3.90%
4.50%
4.15%
The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation for the U.S. plan was 6.5%
for 2014 and 7.0% for 2013. The assumed health care trend rate is 6.0% for 2015 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 obligation
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, are expected to be paid.
Years ending December 31,
2015
2016
2017
2018
2019
2020 - 2024
75
1% Increase
1% Decrease
$
$
548
9,512
$
$
(431)
(8,829)
Pension Benefits
Nonpension
Benefits
$
$
126,662
125,924
127,549
130,141
131,871
676,833
22,187
21,530
20,863
20,174
19,567
88,921
$
1,318,980
$
193,242
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Savings Plans
We offer voluntary defined contribution plans to our U.S. employees designed to help them accumulate additional savings for retirement.
We provide a core contribution to all employees, regardless if they participate in the plan, and match a portion of each participating
employees' contribution, based on eligible pay. Total contributions to our defined contribution plans were $25 million in 2014 and $32
million in 2013.
14. Income Taxes
Income from continuing operations before taxes consisted of the following:
U.S.
International
Total
Years Ended December 31,
2014
356,017
75,179
431,196
$
$
2013
2012
$
$
288,660
95,294
383,954
$
$
387,987
123,783
511,770
The provision for income taxes from continuing operations consisted 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,
2014
2013
2012
$
71,683
$
6,941
78,624
7,186
(9,307)
(2,121)
32,492
3,820
36,312
78,315
(19,754)
58,561
$
151,984
16,136
168,120
5,359
(8,026)
(2,667)
28,063
(5,990)
22,073
(2,604)
(26,273)
(28,877)
57,906
(82,862)
(24,956)
111,361
1,454
112,815
$
111,737
(33,770)
77,967
$
207,286
(92,999)
114,287
$
Effective tax rate
26.2%
20.3%
22.3%
The effective tax rate for 2014 includes tax benefits of $22 million from the resolution of tax examinations and $5 million from the
retroactive effect of 2014 U.S. tax legislation.
The effective tax rate for 2013 includes tax benefits of $13 million from an affiliate reorganization, $17 million from tax planning initiatives
and $5 million from the adjustment of non-U.S. tax accounts from prior periods and the retroactive effect of 2013 U.S. tax legislation.
The effective tax rate for 2012 includes tax benefits of $32 million from the sale of non-U.S. leveraged lease assets and $47 million from
the resolution of U.S. tax examinations and tax accruals of $43 million for the repatriation of additional non-U.S. earnings that arose as
a result of one-time events including the sale of leveraged lease assets and Canadian tax law changes.
76
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
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
Other impact of foreign operations
Tax exempt income/reimbursement
Federal income tax credits/incentives
Unrealized stock compensation benefits
Resolution of U.S. tax examinations
Impact of non-U.S. leveraged lease asset sales
Outside basis differences
Other, net
Provision for income taxes
Years Ended December 31,
2014
150,920
(1,379)
(12,668)
(1,327)
(17,905)
2,318
(5,856)
—
—
(1,288)
112,815
$
$
$
2013
2012
$
134,389
(1,733)
(28,238)
(1,672)
(10,282)
2,292
(3,853)
—
(13,214)
278
179,119
(2,071)
23,025
(1,992)
(8,918)
3,456
(47,380)
(30,367)
—
(585)
$
77,967
$
114,287
Other impacts of foreign operations include income of foreign affiliates taxed at rates other than the 35% U.S. statutory rate, the accrual
or release of tax uncertainty amounts related to foreign operations, the tax impacts of foreign earnings repatriation and the U.S. foreign
tax credit impacts of other foreign income taxed in the U.S.
Deferred tax liabilities and assets at December 31, 2014 and 2013 consisted of the following:
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
Tax credit carry forwards
Tax uncertainties gross-up
Other
Valuation allowance
Deferred tax assets
Total deferred taxes, net
77
December 31,
2014
2013
$
$
(60,282)
(114,633)
(205,683)
(74,034)
(64,900)
(519,532)
82,181
141,492
18,502
35,432
25,718
102,686
47,493
22,851
125,512
(116,935)
484,932
(34,600)
$
(33,057)
(142,114)
(249,998)
(79,852)
(73,077)
(578,098)
99,628
43,301
22,824
26,837
28,880
143,839
48,617
35,298
147,709
(122,780)
474,153
(103,945)
$
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
The above amounts are classified as current or long-term in the Consolidated Balance Sheets in accordance with the asset or liability to
which they relate or based on the expected timing of the reversal. A valuation allowance is recognized to reduce the total deferred tax
assets to an amount that will more-likely-than-not be realized. The valuation allowance relates primarily to certain foreign, state and local
net operating loss and tax credit carryforwards that are more likely than not to expire unutilized.
We have net operating loss carryforwards of $240 million as of December 31, 2014, of which, $210 million can be carried forward
indefinitely and the remainder expire over the next 15 years. In addition, we have tax credit carryforwards of $47 million, the majority
of which can be carried forward indefinitely.
As of December 31, 2014 we have not provided for income taxes on $830 million of cumulative undistributed earnings of subsidiaries
outside the U.S. as these earnings will be either indefinitely reinvested or remitted substantially free of additional tax. However, we
estimate that withholding taxes on such remittances would be $12 million. Determination of the liability that would be incurred if these
earnings were remitted to the U.S. is not practicable as there is a significant amount of uncertainty with respect to determining the amount
of foreign tax credits and other indirect tax consequences that may arise from the distribution of these earnings.
Uncertain Tax Positions
A reconciliation of the amount of unrecognized tax benefits is as follows:
Balance at beginning of year
Increases from prior period positions
Decreases from prior period positions
Increases from current period positions
Decreases relating to settlements with tax authorities
Reductions from lapse of applicable statute of limitations
Balance at end of year
2014
172,594
9,090
(33,692)
17,704
(22,127)
(11,074)
132,495
$
$
2013
2012
$
151,098
$
202,828
15,777
(6,908)
23,549
(482)
(10,440)
172,594
$
11,811
(17,985)
28,255
(1,948)
(71,863)
$
151,098
The amount of the unrecognized tax benefits at December 31, 2014, 2013 and 2012 that would affect the effective tax rate if recognized
was $110 million, $148 million and $127 million, respectively.
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 25% 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, 2014, 2013 and 2012, we recorded interest and penalties of $2 million, $27 million and $(28) million,
respectively. We had $11 million and $37 million accrued for the payment of interest and penalties at December 31, 2014 and 2013,
respectively.
Other Tax Matters
As is the case with other large corporations, our tax returns are examined each year by tax authorities in the U.S., other countries and
local jurisdictions in which we have operations. Except for issues arising out of certain partnership investments, the IRS examinations
of tax years prior to 2009 are closed to audit. Other than the pending application of legal principles to specific issues arising in earlier
years, only post-2009 Canadian tax years are subject to examination. Other significant tax filings subject to examination include various
post-2004 U.S. state and local, post-2007 German, and post-2010 French and U.K. tax filings. We have other less significant tax filings
currently under examination or subject to examination.
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. We believe we have established tax reserves that are appropriate given the possibility of tax
adjustments. However, determining the appropriate level of tax reserves requires judgment regarding the uncertain application of tax law
and the possibility of tax adjustments. Future changes in tax reserve requirements could have a material impact, positive or negative, on
our results of operations, financial position and cash flows.
During 2014, we determined that certain pre-2009 tax deductions associated with software development expenditures had not been
deducted on our tax returns, the expenditures could be claimed on our current year return and our deferred tax liability was overstated.
We assessed the materiality of this item on previously issued financial statements and concluded that it was not material to any annual
78
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
or interim period. However, due to the impact of this error on the 2014 annual consolidated financial statements, the accompanying
Consolidated Balance Sheet and Consolidated Statements of Stockholders' Equity (Deficit) have been revised for the earliest period
presented to increase opening retained earnings by $17 million and decrease our tax liabilities.
In August 2012, the United States Court of Appeals for the Third Circuit overturned a prior Tax Court decision and ruled in favor of the
IRS and adverse to Historic Boardwalk Hall LLC (HBH), a partnership in which we had made an investment in the year 2000. In January
2014, the Tax Court entered an order to implement rulings of the Third Circuit. In August 2014, we entered into an agreement with our
partner in the HBH investment releasing our respective claims against each other and agreeing to divest our investment in the
partnership. The impact of this agreement is recorded in other expense in the Consolidated Statements of Income. During the year, we
paid $54 million in tax payments representing a portion of the tax and interest due as a result of the Third Circuit decision and received
$60 million from our partner under the indemnity agreement. Additional tax payments will be due in 2015, which we have accrued in
our financial statements.
15. Noncontrolling Interests (Preferred Stockholders’ Equity in Subsidiaries)
Pitney Bowes International Holdings, Inc. (PBIH), a subsidiary, has 300,000 shares, or $300 million, of outstanding perpetual voting
preferred stock (PBIH Preferred Stock) held by certain institutional investors. The holders of PBIH 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 PBIH
Preferred Stock is entitled to cumulative dividends at a rate of 6.125% through April 30, 2016. Commencing October 30, 2016, the PBIH
Preferred Stock is redeemable, in whole or in part, at the option of PBIH. If the PBIH Preferred Stock is not redeemed in whole on October
30, 2016, the dividend rate increases 50% and will increase 50% every six months thereafter. No dividends were in arrears at December 31,
2014 or December 31, 2013.
16. Commitments and Contingencies
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 clients; or disputes with employees. Some of
these actions may be brought as a purported class action on behalf of a purported class of employees, clients or others. In management's
opinion, the potential liability, if any, that may result from these actions, either individually or collectively, is not reasonably expected to
have a material effect on our financial position, results of operations or cash flows. However, as litigation is inherently unpredictable,
there can be no assurances in this regard.
In December 2013, we received a Civil Investigative Demand (CID) from the Department of Justice (DOJ) pursuant to the False Claims
Act requesting documents and information relating to compliance with certain postal regulatory requirements in our Presort Services
business. We had previously provided information to the DOJ in response to letter requests and continue to provide information in response
to the CID and other requests from the DOJ. Given the current stage of this inquiry, we cannot provide an estimate of any possible losses
or range of loss and we cannot yet predict the ultimate outcome of this matter or its impact, if any, on our business, financial condition
or results of operations.
79
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
17. Leases
We lease office facilities, sales and service offices, equipment and other properties under operating lease agreements with varying terms.
Certain leases require us to pay property taxes, insurance and routine maintenance and include renewal options and escalation clauses.
Rent expense was $55 million, $67 million and $68 million in 2014, 2013 and 2012, respectively. Future minimum lease payments under
non-cancelable operating leases at December 31, 2014 were as follows:
Years ending December 31,
2015
2016
2017
2018
2019
Thereafter
Total minimum lease payments
18. Stockholders' Equity
Preferred and Preference Stock
$
47,496
35,864
26,306
19,899
14,313
67,726
$
211,604
We have two classes of preferred stock issued and outstanding: the 4% Preferred Stock (the Preferred Stock) and the $2.12 Preference
Stock (the Preference Stock). The Preferred Stock is entitled to cumulative dividends of $2 per year and can be converted into 24.24
shares of common stock, subject to adjustment, in certain events. The Preferred Stock is redeemable at our option at a price of $50 per
share, plus dividends accrued through the redemption date. We are authorized to issue 600,000 shares of Preferred Stock. At December 31,
2014 and 2013, there were 24 shares and 74 shares outstanding, respectively. There are no unpaid dividends in arrears.
The Preference Stock is entitled to cumulative dividends of $2.12 per year and can be converted into 16.53 shares of common stock,
subject to adjustment, in certain events. The Preference Stock is redeemable at our option at a price of $28 per share. We are authorized
to issue 5,000,000 shares of Preference Stock. At December 31, 2014 and 2013, there were 20,237 shares and 21,838 shares outstanding,
respectively. There are no unpaid dividends in arrears.
Common and Treasury Stock
The following table summarizes the changes in Common Stock and Treasury Stock:
Balance at December 31, 2011
Issuance of common stock
Conversions to common stock
Balance at December 31, 2012
Issuance of common stock
Conversions to common stock
Balance at December 31, 2013
Repurchases of common stock
Issuance of common stock
Conversions to common stock
Balance at December 31, 2014
Common Stock
199,751,070
Treasury Stock
123,586,842
1,118,089
14,888
200,884,047
1,163,668
34,807
202,082,522
(1,863,262)
781,032
27,672
201,027,964
(1,118,089)
(14,888)
122,453,865
(1,163,668)
(34,807)
121,255,390
1,863,262
(781,032)
(27,672)
122,309,948
At December 31, 2014, 37,568,025 shares were reserved for issuance under our stock plans, dividend reinvestment program and the
conversion of Preferred Stock and Preference Stock.
80
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
19. Accumulated Other Comprehensive Loss
Reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2014, 2013 and 2012 were as follows:
Gains (losses) on cash flow hedges
Revenue
Cost of sales
Interest expense
Total before tax
Tax benefit
Net of tax
Unrealized gains (losses) on available for sale securities
Interest income
Tax (benefit) provision
Net of tax
Pension and Postretirement Benefit Plans (b)
Transition asset
Prior service (costs) credit
Actuarial losses
Total before tax
Tax benefit
Net of tax
Amounts Reclassified from AOCI (a)
Years Ended December 31,
2014
2013
2012
$
$
$
$
$
$
1,276
(140)
(2,028)
(892)
(347)
(545)
(1,149)
(424)
(725)
10
(111)
(43,702)
(43,803)
(15,643)
(28,160)
$
$
$
$
$
$
(835)
332
(2,028)
(2,531)
(987)
(1,544)
(1,140)
(422)
(718)
9
(620)
(54,372)
(54,983)
(19,228)
(35,755)
$
$
$
$
$
$
1,298
(185)
(2,028)
(915)
(358)
(557)
1,768
654
1,114
10
809
(75,274)
(74,455)
(21,876)
(52,579)
(a) Amounts in parentheses indicate debits (reductions) to income.
(b) These items are included in the computation of net periodic costs of defined benefit pension plans and nonpension postretirement benefit plans (see Note 13 for
additional details).
81
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Changes in accumulated other comprehensive loss for the years ended December 31, 2014, 2013 and 2012 were as follows:
Balance January 1, 2012
Other comprehensive income (loss) before
reclassifications (a)
Amounts reclassified from accumulated other
comprehensive income (loss) (a), (b)
Net other comprehensive income (loss)
Balance at December 31, 2012
Other comprehensive income (loss) before
reclassifications (a)
Amounts reclassified from accumulated other
comprehensive income (loss) (a), (b), (c)
Net other comprehensive income (loss)
Balance at December 31, 2013
Other comprehensive income (loss) before
reclassifications (a)
Amounts reclassified from accumulated other
comprehensive income (loss) (a), (b), (c)
Unrealized gains
(losses) on
available for sale
securities
Defined benefit
pension plans and
nonpension
postretirement
benefit plans
4,387
$
(741,546) $
Gains (losses) on
cash flow hedges
$
(8,438) $
Foreign
currency items
83,952
Total
(661,645)
$
104
557
661
(7,777)
(147)
1,544
1,397
(6,380)
1,146
545
1,240
(1,114)
126
4,513
(7,000)
718
(6,282)
(1,769)
4,010
725
4,735
2,966
(70,232)
(2,702)
(71,590)
52,579
(17,653)
(759,199)
—
(2,702)
81,250
52,022
(19,568)
(681,213)
122,023
(39,489)
75,387
35,755
157,778
(601,421)
(6,747)
(46,236)
35,014
31,270
106,657
(574,556)
(212,818)
(89,584)
(297,246)
28,160
(184,658)
(786,079) $
(3,784)
(93,368)
(58,354) $
25,646
(271,600)
(846,156)
$
Net other comprehensive income (loss)
Balance at December 31, 2014
1,691
(4,689) $
$
(a) Amounts are net of tax. Amounts in parentheses indicate debits to AOCI.
(b) See table above for additional details of these reclassifications.
(c) Foreign currency item amount represents the recognition of deferred translation upon the sale of certain businesses.
20. Stock-Based Compensation Plans
The following table shows stock-based compensation expense included in the Consolidated Statements of Income:
Cost of equipment sales
Cost of software
Cost of support services
Cost of business services
Selling, general and administrative
Research and development
Discontinued operations (1)
Stock-based compensation expense
Tax benefit
Stock-based compensation expense, net of tax
Years Ended December 31,
2014
2013
2012
$
1,004
$
95
607
694
14,028
1,018
—
17,446
(5,776)
11,670
$
$
$
886
—
382
527
11,099
435
1,592
14,921
(5,759)
9,162
$
1,212
—
522
721
15,176
596
—
18,227
(6,061)
12,166
(1) Amount represents the expense related to the immediate vesting of restricted stock units and stock options held by employees of PBMS upon the sale of the business.
82
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
Stock Plans
We have a long-term incentive program whereby eligible employees may be granted restricted stock units, non-qualified stock options,
other stock-based awards, cash or any combination thereof. The Executive Compensation Committee of the Board of Directors administers
these plans. We settle employee stock compensation awards with treasury shares. At December 31, 2014, there were 19,715,336 shares
available for future grants under our long-term incentive program.
Restricted Stock Units
Restricted stock units (RSUs) entitle the holder to shares of common stock as the units vest, typically over a three or four year service
period. The fair value of the units is determined based on the stock price on the grant date less the present value of expected dividends.
At December 31, 2014, there was $13 million of unrecognized compensation cost related to RSUs that is expected to be recognized over
a weighted-average period of 1.8 years. The intrinsic value of RSUs outstanding at December 31, 2014 was $44 million. The intrinsic
value of RSUs vested during 2014, 2013 and 2012 was $18 million, $15 million and $11 million, respectively. The fair value of RSUs
vested during 2014, 2013 and 2012 was $10 million, $18 million and $13 million, respectively. During 2012, we granted 999,381 RSUs
at a weighted average fair value of $14.72.
The following table summarizes information about restricted stock units during 2014 and 2013:
Restricted stock units outstanding - beginning of the year
Granted
Vested
Forfeited
Restricted stock units outstanding - end of the year
Market Stock Units
2014
2013
Shares
1,941,312
685,994
(713,886)
(94,181)
1,819,239
Weighted
average grant
date fair value
13.19
$
23.62
14.50
15.11
16.41
$
Shares
Weighted
average grant
date fair value
1,909,160
$
1,365,798
(1,049,572)
(284,074)
1,941,312
$
17.68
10.37
17.52
13.33
13.19
Market stock units (MSUs) are stock awards that entitle the holder to receive a number of shares, adjusted for the attainment of certain
performance and market conditions. The award vests at the end of a three-year performance period and the actual number of shares the
recipient receives may range from 50% to 200% of the shares awarded. The expense for these awards, net of estimated forfeitures, is
recorded over the performance period based on the fair value of the award, which was determined on the grant date using a Monte Carlo
simulation model. At December 31, 2014, substantially all of expense for these awards has been recognized as the award fully vests in
February 2015. In February 2015, 259,531 shares were issued with an intrinsic value of $6 million.
There were no MSUs awarded during 2014 or 2013 and in 2012, we awarded 205,013 MSUs at a weighted average fair value of $17.91.
The fair value of MSUs was determined based on the following assumptions: expected dividend yield - 6.7%, expected stock price
volatility - 29.7%, and risk-free interest rate - 0.4%.
The following table summarizes information about market stock units during 2014 and 2013:
Market stock units outstanding - beginning of the year
Forfeited
Market stock units outstanding - end of the year
Performance Stock Units
2014
2013
Shares
188,427
—
188,427
Weighted
average grant
date fair value
17.91
$
—
17.91
$
Shares
198,145
(9,718)
188,427
Weighted
average grant
date fair value
17.91
$
17.91
17.91
$
Performance stock units (PSUs) are stock awards where the number of shares ultimately received by the employee is conditional upon
the attainment of certain performance targets as well as total shareholder return relative to peer companies. PSUs vest at the end of a
three-year service period and the actual number of shares awarded may range from 0% to 200% of the target award. However, the final
determination of the number of shares to be issued is made by our Board of Directors, who may reduce, but not increase, the ultimate
83
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
number of shares to be awarded (negative discretion). PSUs are accounted for as variable awards until the end of the service period when
the grant date is established.
Total share-based compensation expense for PSUs is determined by the product of the number of shares eligible to be awarded and
expected to vest and the fair value of the award, determined using a Monte Carlo simulation model, commencing at the inception of the
requisite service period. During the performance period, the compensation expense for PSUs is re-computed using the fair value of the
award, determined using a Monte Carlo simulation model each balance sheet date. Due to the variability of these awards, significant
fluctuations in share-based compensation expense recognized from one period to the next are possible. At December 31, 2014, there was
$11 million of unrecognized compensation cost related to PSUs that will be recognized over 2.1 years.
The following table summarizes information about PSUs during 2014:
PSUs outstanding - beginning of the year
Granted
Performance adjustments
PSUs outstanding - end of the year
Stock Options
Shares
—
493,255
113,460
606,715
We may also grant stock options to certain officers and employees at an exercise price equal to the stock price of our common stock on
the grant date. Options vest ratably over three or four years and expire ten years from the date of grant. At December 31, 2014, there was
less than $1 million of unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average
period of 1.3 years. The intrinsic value of options outstanding and options exercisable at December 31, 2014 was $10 million and $5
million, respectively. The intrinsic value of options exercised during 2014 and 2013 was not material.
The following table summarizes information about stock option activity during 2014 and 2013:
Options outstanding - beginning of the year
Granted
Exercised
Canceled
Expired
Options outstanding - end of the year
Options exercisable - end of the year
2014
2013
Per share
weighted
average
exercise prices
34.90
$
—
22.78
36.05
40.06
34.27
35.60
$
$
Shares
12,396,894
—
(137,072)
(114,925)
(1,436,203)
10,708,694
9,808,694
Per share
weighted
average exercise
prices
Shares
13,653,245
$
800,000
(35,461)
(628,731)
(1,392,159)
12,396,894
10,864,753
$
$
35.28
21.93
22.09
32.93
32.39
34.90
36.84
The following table provides additional information about stock options outstanding and exercisable at December 31, 2014:
Options Outstanding
Options Exercisable
Range of per share exercise prices
Shares
Per share
weighted-average
exercise price
Weighted-average
remaining
contractual life
$13.39 - $22.99
$23.00 - $30.99
$31.00 - $45.99
$46.00 - $48.03
2,318,742
2,410,252
3,356,418
2,623,282
10,708,694
$
$
20.26
25.31
40.30
47.20
34.27
6.7 years
5.3 years
2.2 years
0.6 years
3.5 years
Shares
1,578,742
2,250,252
3,356,418
2,623,282
9,808,694
Per share
weighted-average
exercise price
Weighted-average
remaining
contractual life
$
$
20.89
25.41
40.30
47.20
35.60
6.0 years
5.1 years
2.2 years
0.6 years
3.1 years
84
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
We estimate the fair value of stock options using a Black-Scholes valuation model. Key assumptions used to estimate the fair value of
stock options include the volatility of our stock price, a risk-free interest rate, the expected dividend yield and expected life of the award.
Expected 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 of the award and expected dividend yield are based on historical experience.
There were no stock options granted during 2014. In 2013, we granted 800,000 options at a weighted average exercise price of $21.93
and in 2012, we granted 600,000 options at a weighted average exercise price of $15.71.
The fair value of stock options granted during 2013 and 2012 was determined using the following assumptions:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life
Weighted-average fair value per option granted
Fair value of options granted (in thousands)
Employee Stock Purchase Plan
Years Ended December 31,
2013
2012
7.7%
29.5%
1.8%
9.3%
30.0%
1.2%
7.9 years
7.9 years
$0.88
$704
$0.48
$288
We maintain a non-compensatory Employee Stock Purchase Plan that enables substantially all U.S. and Canadian employees to purchase
shares of our common stock at an offering price of 95% of the average market price 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. Employees purchased 87,606 shares and
222,159 shares in 2014 and 2013, respectively. We have reserved 3,200,506 common shares for future purchase under the ESPP.
Directors' Stock Plan
The Directors Stock Plan was amended and restated as of May 12, 2014. Under the revised plan, non-employee directors receive restricted
stock units which are convertible into shares of common stock one year from date of grant. Under the Directors’ Stock Plan in effect for
the 2013 awards, non-employee directors received shares of stock that vested after six months. In 2014, 34,344 restricted stock units
were awarded to non-employee directors and in 2013, 19,800 shares of stock were awarded to non-employee directors.
85
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
21. Quarterly Financial Data (unaudited)
2014
Revenue
Cost of revenues
Operating expenses
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Income 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
Income from discontinued operations
Net income - Pitney Bowes Inc.
Basic earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
Diluted earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income - Pitney Bowes Inc.
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
$
937,497
$
958,450
$
941,644
$
983,913
$ 3,821,504
409,866
473,129
54,502
8,036
46,466
2,801
49,267
423,159
396,814
138,477
46,335
92,142
6,717
98,859
421,544
378,563
141,537
25,310
116,227
20,655
136,882
426,222
461,011
96,680
33,134
63,546
3,576
67,122
1,680,791
1,709,517
431,196
112,815
318,381
33,749
352,130
4,594
4,594
4,593
4,594
18,375
44,673
$
94,265
$
132,289
$
62,528
$
333,755
41,872
$
87,548
$
111,634
$
58,952
$
300,006
2,801
6,717
20,655
3,576
33,749
44,673
$
94,265
$
132,289
$
62,528
$
333,755
0.21
$
0.43
$
0.55
$
0.29
$
0.01
0.03
0.10
0.02
0.22
$
0.47
$
0.65
$
0.31
$
0.21
$
0.43
$
0.55
$
0.29
$
0.01
0.03
0.10
0.02
0.22
$
0.46
$
0.65
$
0.31
$
1.49
0.17
1.65
1.47
0.17
1.64
$
$
$
$
$
$
$
(1) The sum of the earnings per share amounts may not equal the totals due to rounding.
86
PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
$
909,363
$
950,662
$
920,489
$ 1,010,821
$ 3,791,335
2013
Revenue
Cost of revenues
Operating expenses
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) before attribution of noncontrolling interests
Less: Preferred stock dividends of subsidiaries attributable to
noncontrolling interests
Net income (loss) - Pitney Bowes Inc.
Amounts attributable to common stockholders:
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) - Pitney Bowes Inc.
Basic earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income (loss) - Pitney Bowes Inc.
Diluted earnings per share attributable to common stockholders (1):
Continuing operations
Discontinued operations
Net income (loss) - Pitney Bowes Inc.
$
$
$
$
$
$
$
392,481
435,017
81,865
17,795
64,070
8,030
72,100
4,594
411,499
430,330
108,833
24,218
84,615
(89,254)
(4,639)
394,861
438,028
87,600
10,032
77,568
(78,501)
(933)
451,781
453,384
105,656
25,922
79,734
14,948
94,682
1,650,622
1,756,759
383,954
77,967
305,987
(144,777)
161,210
4,594
4,594
4,593
18,375
67,506
$
(9,233) $
(5,527) $
90,089
$
142,835
59,476
$
80,021
$
72,974
$
75,141
$
287,612
8,030
(89,254)
(78,501)
14,948
(144,777)
67,506
$
(9,233) $
(5,527) $
90,089
$
142,835
0.30
$
0.40
$
0.36
$
0.37
$
0.04
(0.44)
(0.39)
0.07
0.34
$
(0.05) $
(0.03) $
0.45
$
0.29
$
0.39
$
0.36
$
0.37
$
0.04
(0.44)
(0.39)
0.07
0.33
$
(0.05) $
(0.03) $
0.44
$
1.43
(0.72)
0.71
1.42
(0.71)
0.70
(1) The sum of the earnings per share amounts may not equal the totals due to rounding.
87
PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
Description
Balance at
beginning of year
Additions charged
to expense
Deductions
Balance at end of
year
Allowance for doubtful accounts
2014
2013
2012
Valuation allowance for deferred tax asset
2014
2013
2012
$
$
$
$
$
$
13,149
20,219
25,667
122,780
142,176
111,438
$
$
$
$
$
$
2,041
3,881
13,112
636
15,921
40,078
$
$
$
$
$
$
(4,448)
(10,951)
(18,560)
(6,481)
(35,317)
(9,340)
$
$
$
$
$
$
10,742
13,149
20,219
116,935
122,780
142,176
88
Exhibit 12
PITNEY BOWES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
2014
2013
2012
2011
2010
Years Ended December 31,
Income from continuing operations
before income taxes
Add:
Interest expense (1)
Portion of rents representative of the
interest factor
Amortization of capitalized interest
Income as adjusted
Fixed charges:
Interest expense (1)
Portion of rents representative of the
interest factor
Noncontrolling interests (preferred
stock dividends of subsidiaries),
excluding taxes
Total fixed charges
$
431,196
$
383,954
$
511,770
$
465,616
$
431,678
174,661
195,836
196,368
203,061
203,911
18,367
—
22,259
—
22,564
973
25,893
1,535
25,270
1,716
624,224
$
602,049
$
731,675
$
696,105
$
662,575
174,661
$
195,836
$
196,368
$
203,061
$
203,911
18,367
22,259
22,564
25,893
25,270
$
$
29,878
27,841
27,841
27,507
29,790
$
222,906
$
245,936
$
246,773
$
256,461
$
258,971
Ratio of earnings to fixed charges (2)
2.80
2.45
2.96
2.71
2.56
(1) Interest expense includes both financing interest expense and other interest expense.
(2) 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 rent expense as the representative
portion of interest.
PITNEY BOWES INC.
SUBSIDIARIES OF REGISTRANT
The Registrant, Pitney Bowes Inc., a Delaware Corporation, has no parent
The following are subsidiaries of the Registrant
(as of December 31, 2014)
Exhibit 21
Subsidiary Name
AIT Quest Trustee Ltd
Alternative Mail & Parcel Investments Limited
B. Williams Funding Corp.
B. Williams Holding Corp.
Canadian Office Services (Toronto) Limited
Digital Cement Co.
Digital Cement Inc.
Elmcroft Road Realty Corporation
Emtex Software, Inc.
Encom Europe Limited
Factor Humano y Cadena de Personal, S.A. de C.V.
FSL Holdings Inc.
FSL Risk Managers Inc.
Group 1 Software China Ltd.
Harvey Company, L.L.C
Historic Boardwalk Hall, L.L.C.
Imagitas, Inc.
Mag Systèmes SAS
MapInfo Realty LLC
OLDEMT LIMITED
OldMS Limited
PB Equipment Management Inc.
PB European UK LLC
PB Forms, Inc.
PB Historic Renovation LLC
PB Miles Inc.
PB Nova Scotia Holdings Inc.
PB Nova Scotia Holdings II ULC
PB Nova Scotia Holdings ULC
PB Nova Scotia V ULC
PB Nova Scotia VI ULC
PB Nova Scotia VII ULC
PB Nova Scotia II ULC
PB Nova Scotia LP
PB Partnership Financing Inc.
PB Professional Services Inc.
PBDorm Ireland Limited
Pitney Bowes (Asia Pacific) Pte. Ltd
Country or state of incorporation
UK
UK
Delaware
Delaware
Canada
Canada
Delaware
Connecticut
Canada
UK
Mexico
Connecticut
New York
Hong Kong
Delaware
Delaware
Delaware
France
New York
UK
UK
Delaware
Delaware
Nebraska
Delaware
Delaware
Delaware
Canada
Canada
Canada
Canada
Canada
Canada
Delaware
Delaware
Delaware
Ireland
Singapore
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 Australia FAS Pty Limited
Pitney Bowes Australia Pty Limited
Pitney Bowes Batsumi Enterprise (Pty) Limited
Pitney Bowes Brasil Equipamentos e Servicos Ltda
Pitney Bowes Canada II LP
Pitney Bowes Canada LP
Pitney Bowes Credit Australia Limited
Pitney Bowes Cross Border Services Inc.
Pitney Bowes Danmark A/S
Pitney Bowes de Mexico, S.A. de C.V.
Pitney Bowes Deutschland GmbH
Pitney Bowes Europe Limited
Pitney Bowes Finance Ireland Limited
Pitney Bowes Finance Limited
Pitney Bowes Global Financial Services LLC
Pitney Bowes Global Limited
Pitney Bowes Global LLC
Pitney Bowes Holdco Limited
Pitney Bowes Holding SNC
Pitney Bowes Holdings Limited
Pitney Bowes Hong Kong Limited
Pitney Bowes India Private Limited
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 K.K.
Pitney Bowes Limited
Pitney Bowes Luxembourg Holding II S.a.r.l.
Pitney Bowes Luxembourg Holding S.a.r.l.
Pitney Bowes Mail and Messaging Systems (Shanghai) Co., Ltd.
Pitney Bowes MapInfo Business Applications Limited
Pitney Bowes MapInfo GDC Limited
Pitney Bowes MapInfo Scotland Limited
Pitney Bowes Middle East FZ-LLC
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
Singapore
Malaysia
Singapore
Switzerland
Thailand
Australia
Australia
South Africa
Brazil
Canada
Canada
Australia
Delaware
Denmark
Mexico
Germany
UK
Ireland
UK
Delaware
UK
Delaware
UK
France
UK
Hong Kong
India
Ireland
Delaware
UK
Ireland
Italy
Japan
UK
Luxembourg
Luxembourg
China
UK
UK
UK
Dubai
New Zealand
Norway
Canada
Canada
Finland
Pitney Bowes Polska Sp. z.o.o.
Pitney Bowes Presort Services, Inc.
Pitney Bowes Properties Inc.
Pitney Bowes Puerto Rico, Inc.
Pitney Bowes SA (Pty) Ltd
Pitney Bowes SAS
Pitney Bowes Servicios, S.A. de C.V.
Pitney Bowes Shelton Realty Inc.
Pitney Bowes Software (Beijing) Ltd
Pitney Bowes Software Canada Inc.
Pitney Bowes Software Europe Holdco Limited
Pitney Bowes Software Europe Limited
Pitney Bowes Software GmbH
Pitney Bowes Software Holdings Limited
Pitney Bowes Software Inc.
Pitney Bowes Software India Private Limited
Pitney Bowes Software K. K.
Pitney Bowes Software Latin America Inc.
Pitney Bowes Software 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 Limited
Portrait Software Limited
Portrait Software UK Limited
Print, Inc.
Quadstone Paramics Ltd
Quadstone Trustee Company Limited
Technopli SARL
The Pitney Bowes Bank, Inc.
Volly LLC
Wheeler Insurance, Ltd.
Poland
Delaware
Connecticut
Puerto Rico
South Africa
France
Mexico
Connecticut
China
Canada
UK
UK
Germany
UK
Delaware
India
Japan
Delaware
UK
Singapore
Australia
France
Sweden
UK
Delaware
Delaware
Ohio
Norway
UK
UK
UK
Washington
Scotland
Scotland
France
Utah
Delaware
Vermont
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-05731,
333-132589, 333-132590, 333-132591, 333-132592, 333-145527, 333-190308) and on Forms S-3 (Registration Nos. 333-183070,
333-198759) of Pitney Bowes Inc. of our report dated February 20, 2015 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 20, 2015
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Marc B. Lautenbach, certify that:
1.
I have reviewed this Annual 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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 report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
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 20, 2015
/s/ Marc B. Lautenbach
Marc B. Lautenbach
President and Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Michael Monahan, certify that:
1.
I have reviewed this Annual 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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 report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
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 20, 2015
/s/ Michael Monahan
Michael Monahan
Executive Vice President, Chief Operating Officer and
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Pitney Bowes Inc. (the "Company") on Form 10-K for the year ended December 31,
2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc B. Lautenbach, President
and Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Marc B. Lautenbach
Marc B. Lautenbach
President and Chief Executive Officer
Date: February 20, 2015
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into
any filing of the Company.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Pitney Bowes Inc. (the "Company") on Form 10-K for the year ended December 31,
2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Monahan, Executive
Vice President, Chief Operating Officer and Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
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, Chief Operating Officer
and Chief Financial Officer
Date: February 20, 2015
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into
any filing of the Company.
At Pitney Bowes, we’re building
a bridge to our second century.
For nearly 100 years, we have been
delivering innovations that help clients
navigate the complex and always
evolving world of commerce. We are
transforming Pitney Bowes for the next
century by expanding into high-growth
markets, including digital commerce and
software, while continuing to innovate in
our core shipping and mailing businesses.
We are building a stronger, globally
integrated company with new physical
and digital capabilities and new ways
of delivering sustainable value.
4
4
1
1
0
0
2
2
R
R
A
A
d
d
e
e
v
v
r
r
e
e
s
s
e
e
r
r
s
s
t
t
h
h
g
g
i
i
r
r
l
l
l
l
A
A
.
.
c
c
n
n
I
I
s
s
e
e
w
w
o
o
B
B
y
y
e
e
n
n
t
t
i
i
P
P
5
5
1
1
0
0
2
2
©
©
Stockholder Information
Stockholder Information
World Headquarters
World Headquarters
Pitney Bowes Inc.
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
3001 Summer Street, Stamford, CT 06926
203.356.5000
203.356.5000
www.pitneybowes.com
www.pitneybowes.com
Annual Meeting
Annual Meeting
Stockholders are cordially invited to attend the Annual Meeting
Stockholders are cordially invited to attend the Annual Meeting
at 9:00 a.m., Monday, May 11, 2015, at the Hyatt Regency Hotel,
at 9:00 a.m., Monday, May 11, 2015, at the Hyatt Regency Hotel,
1800 East Putnam Ave., Old Greenwich, Connecticut. Notice of
1800 East Putnam Ave., Old Greenwich, Connecticut. Notice of
the meeting will be mailed or made available to stockholders of
the meeting will be mailed or made available to stockholders of
record as of March 13, 2015. Please refer to the Proxy Statement
record as of March 13, 2015. Please refer to the Proxy Statement
for information concerning admission to the meeting.
for information concerning admission to the meeting.
10-K Report
10-K Report
Included in this Annual Report to Stockholders is a copy of our
Included in this Annual Report to Stockholders is a copy of our
Annual Report on Form 10-K for the fi scal year ended December 31,
Annual Report on Form 10-K for the fiscal year ended December 31,
2014, as fi led with the Securities and Exchange Commission (SEC).
2014, as filed with the Securities and Exchange Commission (SEC).
This Annual Report contains statements that are forward-looking.
This Annual Report contains statements that are forward-looking.
These statements are based on current expectations and
These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual
assumptions that are subject to risks and uncertainties. Actual
results could diff er materially because of factors discussed in the
results could differ materially because of factors discussed in the
Forward-Looking Statements section of the Form 10-K. The CEO/
Forward-Looking Statements section of the Form 10-K. The CEO/
CFO certifi cations required to be fi led with the SEC under Section
CFO certifications required to be filed with the SEC under Section
302 of the Sarbanes-Oxley Act of 2002 were fi led as exhibits
302 of the Sarbanes-Oxley Act of 2002 were filed as exhibits
to our Annual Report on Form 10-K for the fi scal year ended
to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2014. The CEO certifi cation required to be
December 31, 2014. The CEO certification required to be
submitted to the NYSE pursuant to Section 303A.12(a) of the
submitted to the NYSE pursuant to Section 303A.12(a) of the
NYSE Listed Company Manual was submitted on June 3, 2014.
NYSE Listed Company Manual was submitted on June 3, 2014.
Copies of our Form 10-K are available without charge at
Copies of our Form 10-K are available without charge at
www.pb.com/investorrelations or upon written request to:
www.pb.com/investorrelations or upon written request to:
Investor Relations
Investor Relations
Pitney Bowes Inc.
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
3001 Summer Street, Stamford, CT 06926
Stock Exchanges
Stock Exchanges
Pitney Bowes common stock is traded under the symbol “PBI.”
Pitney Bowes common stock is traded under the symbol “PBI.”
The principal market on which it is listed is the New York Stock
The principal market on which it is listed is the New York Stock
Exchange.
Exchange.
Investor Inquiries
Investor Inquiries
All investor inquiries about Pitney Bowes should be addressed to:
All investor inquiries about Pitney Bowes should be addressed to:
Investor Relations
Investor Relations
Pitney Bowes Inc.
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
3001 Summer Street, Stamford, CT 06926
Comments concerning the Annual Report
Comments concerning the Annual Report
should be sent to:
should be sent to:
Corporate Financial Communications
Corporate Financial Communications
Pitney Bowes Inc.
Pitney Bowes Inc.
3001 Summer Street, Stamford, CT 06926
3001 Summer Street, Stamford, CT 06926
Transfer Agent and Registrar
Transfer Agent and Registrar
Computershare
Computershare
PO Box 30170
PO Box 30170
College Station, TX 77842-3170
College Station, TX 77842-3170
Stockholders may call Computershare at (800) 648-8170
Stockholders may call Computershare at (800) 648-8170
www.computershare.com
www.computershare.com
Stockholder Inquiries
Stockholder Inquiries
To provide or obtain information concerning transfer requirements,
To provide or obtain information concerning transfer requirements,
lost certifi cates, dividends, changes of address and other matters,
lost certificates, dividends, changes of address and other matters,
please call: (800) 648-8170, TDD phone service for the hearing
please call: (800) 648-8170, TDD phone service for the hearing
impaired (800) 952-9245, for foreign holders (781) 575-2721; or
impaired (800) 952-9245, for foreign holders (781) 575-2721; or
write to the address above.
write to the address above.
Dividend Reinvestment Plan
Dividend Reinvestment Plan
Owners of Pitney Bowes Inc. common stock may purchase
Owners of Pitney Bowes Inc. common stock may purchase
common stock, $1 par value, with their dividends through the
common stock, $1 par value, with their dividends through the
Dividend Reinvestment Plan. A prospectus and enrollment card
Dividend Reinvestment Plan. A prospectus and enrollment card
may be obtained by calling (800) 648-8170 or by writing to the
may be obtained by calling (800) 648-8170 or by writing to the
agent at the address above.
agent at the address above.
Direct Deposit of Dividends
Direct Deposit of Dividends
For information about direct deposit of dividends, please call
For information about direct deposit of dividends, please call
(800) 648-8170 or write to the agent at the address above.
(800) 648-8170 or write to the agent at the address above.
Duplicate Mailings
Duplicate Mailings
If you receive duplicate mailings because you have more than
If you receive duplicate mailings because you have more than
one account listing, you may wish to save your company money
one account listing, you may wish to save your company money
by consolidating your accounts. Please call (800) 648-8170
by consolidating your accounts. Please call (800) 648-8170
or write to the agent at the address above.
or write to the agent at the address above.
Stock Information
Stock Information
Dividends per common share:
Dividends per common share:
Quarter
Quarter
First
First
Second
Second
Third
Third
Fourth
Fourth
Total
Total
2014
2014
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.75
$ 0.75
Quarterly price ranges of common stock:
Quarterly price ranges of common stock:
2014 Quarter
2014 Quarter
First
First
Second
Second
Third
Third
Fourth
Fourth
2013 Quarter
2013 Quarter
First
First
Second
Second
Third
Third
Fourth
Fourth
High
High
$ 26.63
$ 26.63
$ 28.23
$ 28.23
$ 28.37
$ 28.37
$ 25.68
$ 25.68
High
High
$ 15.56
$ 15.56
$ 16.43
$ 16.43
$ 18.82
$ 18.82
$ 24.18
$ 24.18
2013
2013
$ 0.375
$ 0.375
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.1875
$ 0.9375
$ 0.9375
Low
Low
$ 21.01
$ 21.01
$ 24.06
$ 24.06
$ 24.63
$ 24.63
$ 22.38
$ 22.38
Low
Low
$ 10.71
$ 10.71
$ 13.12
$ 13.12
$ 13.76
$ 13.76
$ 18.21
$ 18.21
46537_Cover.indd ii-iv
3/20/15 3:05 PM
k
k
r
r
o
o
Y
Y
w
w
e
e
N
N
,
,
l
l
e
e
u
u
q
q
e
e
S
S
:
:
n
n
g
g
i
i
s
s
e
e
D
D
Pitney Bowes, the Corporate logo, Mailstream Evolution, Print+ Messenger,
Pitney Bowes, the Corporate logo, Mailstream Evolution, Print+ Messenger,
Portrait, and Connect+ are trademarks of Pitney Bowes Inc. or a subsidiary.
Portrait, and Connect+ are trademarks of Pitney Bowes Inc. or a subsidiary.
All other trademarks are the property of their respective owners.
All other trademarks are the property of their respective owners.
The materials used in this publication are recyclable.
The materials used in this publication are recyclable.
The paper is certified to Forest Stewardship Council® (FSC®) standards.
The paper is certifi ed to Forest Stewardship Council® (FSC®) standards.
A
n
n
u
a
l
R
e
p
o
r
t
2
0
1
4
A Bridge to
the Second
Century
Pitney Bowes Annual Report 2014
3001 Summer Street, Stamford, CT 06926 203.356.5000 www.pitneybowes.com
46537cover.indd coviv-i
46537cover.indd coviv-i
3/18/15 1:57 PM
3/18/15 1:57 PM