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, 2010

Commission file number: 1-3579

PITNEY BOWES INC.

 

 

Incorporated in Delaware

I.R.S. Employer Identification No.

1 Elmcroft Road, Stamford, Connecticut 06926-0700

06-0495050

(203) 356-5000

 


 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class

 

Name of Each Exchange on Which Registered


 


Common Stock, $1 par value per share
$2.12 Convertible Cumulative Preference Stock (no par value)

 

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 þ     No o

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 o     No þ

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 þ     No o

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 þ     No o

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.     o

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 þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No þ

As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,566,444,000 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 15, 2011: 203,785,248 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission (the Commission) on or before March 31, 2011 and to be delivered to stockholders in connection with the 2011 Annual Meeting of Stockholders to be held May 9, 2011, are incorporated by reference in Part III of this Form 10-K.

1



PITNEY BOWES INC.
TABLE OF CONTENTS

 

 

 

 

 

PAGE

 

 


PART I

 

 

 

ITEM 1.

Business

3

ITEM 1A.

Risk Factors

5

ITEM 1B.

Unresolved Staff Comments

7

ITEM 2.

Properties

7

ITEM 3.

Legal Proceedings

7

ITEM 4.

Removed and Reserved

7

 

 

 

PART II

 

ITEM 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

8

ITEM 6.

Selected Financial Data

10

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

28

ITEM 8.

Financial Statements and Supplementary Data

29

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

29

ITEM 9A.

Controls and Procedures

29

ITEM 9B.

Other Information

29

 

 

 

PART III

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

30

ITEM 11.

Executive Compensation

31

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

31

ITEM 13.

Certain Relationships, Related Transactions and Director Independence

31

ITEM 14.

Principal Accountant Fees and Services

31

 

 

 

PART IV

 

ITEM 15.

Exhibits and Financial Statement Schedules

32

SIGNATURES

35

Consolidated Financial Statements and Supplemental Data

36

2


PITNEY BOWES INC.
PART I

ITEM 1. – BUSINESS

General

Pitney Bowes Inc. was incorporated in the state of Delaware on April 23, 1920, as the Pitney Bowes Postage Meter Company. Today, Pitney Bowes Inc. is a provider of mail processing equipment and integrated mail solutions. We offer a full suite of equipment, supplies, software, services and end-to-end solutions which enable our customers to manage and integrate physical and digital communication channels. Our growth strategies focus on leveraging our historic leadership in physical communications with our expanding capabilities in digital and hybrid communications. We see long-term opportunities in delivering products, software, services and solutions that help customers grow their business by more effectively managing their physical and digital communications with their customers. In this report, the terms “we,” “us,” “our,” or “Company” are used to refer collectively to Pitney Bowes Inc. and its subsidiaries.

For more information about us, our products, services and solutions, visit www.pb.com. Also, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments or exhibits to those reports are available, free of charge, through the Investor Relations section of our website at www.pb.com/investorrelations, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (the SEC). The information found on our website is not part of this or any other report we file with or furnish to the SEC.

We file annual, quarterly and current reports, proxy statements and other information with the SEC, and these filings can be obtained from the SEC’s website at http://www.sec.gov. This uniform resource locator is an inactive textual reference only and is not intended to incorporate the contents of the SEC website into this Form 10-K.

You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may also request copies of the documents that we file with the SEC by writing to the SEC’s Office of Public Reference at the above address, at prescribed rates. Please call the SEC at (800) 732-0330 for further information on the operations of the Public Reference Room and copying charges.

Business Segments

We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions and Enterprise Business Solutions, based on the customers they primarily serve. We are a global company with operations in the United States and internationally. See Note 18 to the Consolidated Financial Statements for financial information concerning our reporting segments and the geographic areas in which we operate. The principal products and services of each of our reporting segments are as follows:

 

 

Small & Medium Business Solutions:

 

 

 

U.S. Mailing: Includes the U.S. revenue and related expenses from the sale, rental and financing of our mail finishing, mail creation, shipping equipment and software; supplies; support and other professional services; and payment solutions.

 

 

 

International Mailing: Includes the non-U.S. revenue and related expenses from the sale, rental and financing of our mail finishing, mail creation, shipping equipment and software; supplies; support and other professional services; and payment solutions.

 

 

Enterprise Business Solutions:

 

 

 

Production Mail: Includes the worldwide revenue and related expenses from the sale, support and other professional services of our high-speed, production mail systems, sorting and production print equipment.

 

 

 

Software: Includes the worldwide revenue and related expenses from the sale and support services of non-equipment-based mailing, customer relationship and communication and location intelligence software.

 

 

 

Management Services: Includes worldwide revenue and related expenses from facilities management services; secure mail services; reprographic, document management services; and litigation support and eDiscovery services.

 

 

 

Mail Services: Includes the worldwide revenue and related expenses from presort mail services and cross-border mail services.

 

 

 

Marketing Services: Includes the revenue and related expenses from direct marketing services for targeted customers.

3


Support Services

We maintain extensive field service organizations to provide servicing for customers’ equipment, usually in the form of annual maintenance contracts.

Marketing

We market our products and services through our sales force, direct mailings, outbound telemarketing and independent distributors and dealers. We sell to a variety of business, governmental, institutional and other organizations. We have a broad base of customers, and we are not dependent upon any one customer or type of customer for a significant part of our revenue. We do not have significant backlog or seasonality relating to our businesses.

Credit Policies

We establish credit approval limits and procedures based on the credit quality of the customer and the type of product or service provided to control risk in extending credit to customers. In addition, we utilize an automatic approval program for certain leases within our internal financing operations. This program is designed to facilitate low dollar transactions by utilizing historical payment patterns and losses realized for customers with common credit characteristics. The program defines the criteria under which we will accept a customer without performing a more detailed credit investigation, such as maximum equipment cost, a customer’s time in business and payment experience. 

We closely monitor the portfolio by analyzing industry sectors and delinquency trends by product line, industry and customer to ensure reserve levels and credit policies reflect current trends. Management continues to closely monitor credit lines, collection resources, and revise credit policies as necessary to be more selective in managing the portfolio.

Competition

We are a leading supplier of products and services in the large majority of our business segments. Our meter base and our continued ability to place and finance meters in key markets is a significant contributor to our current and future revenue and profitability. However, all of our segments face competition from a number of companies. In particular, we face competition from products and services offered as alternative means of message communications and for new placements of mailing equipment from other postage meter and mailing machine suppliers, and all of our mailing products, services and software face competition. As we expand our activities in managing and integrating physical and digital communications we will face competition from other companies looking to digitize mail, as well as those providing on-line payment services. Leasing companies, commercial finance companies, commercial banks and other financial institutions compete, in varying degrees, in the markets in which our finance operations do business. Our competitors range from very large, diversified financial institutions to many small, specialized firms. We offer a complete line of products and services as well as a variety of finance and payment offerings to our customers. We finance the majority of our products through our captive financing business and we are a major provider of business services to the corporate, financial services, professional services and government markets, competing against national, regional and local firms specializing in facilities and document management throughout the world.

We believe that our long experience and reputation for product quality, and our sales and support service organizations are important factors in influencing customer choices with respect to our products and services.

Research, Development and Intellectual Property

We make significant investments in research and development operations. We have many research and development programs that are directed toward developing new products and service offerings. As a result of our research and development efforts, we have been awarded a number of patents with respect to several of our existing and planned products. We do not believe our businesses are materially dependent on any one patent or any group of related patents or on any one license or any group of related licenses. Our expenditures for research and development were $156 million, $182 million and $206 million in 2010, 2009 and 2008, respectively.

Material Suppliers

We depend on third-party suppliers for a variety of services, components, supplies and a large portion of our product manufacturing. We believe we have adequate sources for our purchases of materials, components, services and supplies for products that we manufacture or assemble.

4


Regulatory Matters

We are subject to the regulations of postal authorities worldwide, related to product specifications and business practices involving our postage meters. From time to time, we will work with these governing bodies to help in the enhancement and growth of mail and the mail channel. See “Legal Proceedings” in Item 3 of this Form 10-K.

Employees and Employee Relations

At December 31, 2010, we employed approximately 21,600 persons in the U.S. and 9,100 persons outside the U.S. The large majority of our employees are not represented by any labor union, and we believe that our current relations with employees are good. Management follows the policy of keeping employees informed of decisions, and encourages and implements employee suggestions whenever practicable.

Executive Officers

See Part III, Item 10. “Directors, Executive Officers and Corporate Governance” of this Form 10-K for information about Executive Officers of the Registrant.

ITEM 1A. – RISK FACTORS

In addition to other information and risk disclosures contained in this Form 10-K, the risk factors discussed in this section should be considered in evaluating our business. We work to manage and mitigate these risks proactively, including through our use of an enterprise risk management program. In our management of these risks, we also evaluate the potential for additional opportunities to mitigate these risks. Nevertheless, the following risks, some of which may be beyond our control, could materially impact our brand and reputation or results of operations or could cause future results to differ materially from our current expectations:

Our revenue and profitability could be adversely affected by changes in postal regulations and processes.

The majority of our revenue is directly or indirectly subject to regulation and oversight by postal authorities worldwide. We depend on a healthy postal sector in the geographic markets where we do business, which could be influenced positively or negatively by legislative or regulatory changes in those countries. Our profitability and revenue in a particular country could be affected by adverse changes in postal regulations, the business processes and practices of individual posts, the decision of a post to enter into particular markets in direct competition with us, and the impact of any of these changes on postal competitors that do not use our products or services. These changes could affect product specifications, service offerings, customer behavior and the overall mailing industry.

An accelerated decline in the use of physical mail could adversely affect our business.

Changes in our customers’ communication behavior, including changes in communications technologies, could adversely impact our revenue and profitability. Accelerated decline in physical mail could also result from government actions such as executive orders, legislation or regulations that mandate electronic substitution, prohibit certain types of mailings, increase the difficulty of using information or materials in the mail, or impose higher taxes or fees on mailing or postal services. While we have introduced various product and service offerings as alternatives to physical mail, we face competition from existing and emerging products and services that offer alternative means of communication, such as email and electronic document transmission technologies. An accelerated increase in the acceptance of electronic delivery technologies or other displacement of physical mail could adversely affect our business.

Reduced confidence in the mail system could impact our mail volume.

Unexpected events such as the transmission of biological or chemical agents, or acts of terrorism could have a negative effect on customer confidence in a postal system and as a result adversely impact mail volume. An unexpected and significant interruption in the use of the mail could adversely affect our business.

We depend on third-party suppliers and our business could be adversely affected if we fail to manage suppliers effectively.

We depend on third-party suppliers for a variety of services, components, supplies and a 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. If production or service was interrupted and we were not able to find alternate suppliers, we could experience disruptions in manufacturing and operations including product shortages, higher freight costs, and re-engineering costs. This could result in our inability to meet customer demand, damage our reputation and customer relationships and adversely affect our business.

5


Market deteriorations and credit downgrades could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets.

We provide financing services to our customers for equipment, postage, and supplies. Our ability to provide these services is largely dependent upon our continued access to the U.S. capital markets. An additional source of liquidity for the company consists of deposits held in our wholly-owned industrial loan corporation, Pitney Bowes Bank (the Bank). A significant credit ratings downgrade, material capital market disruptions, significant withdrawals by depositors at the Bank, or adverse changes to our industrial loan charter could impact our ability to maintain adequate liquidity, and impact our ability to provide competitive offerings to our customers.

A portion of our total borrowings has been issued in the commercial paper markets. Although we continue to have unencumbered access to the commercial paper markets, there can be no assurance that such markets will continue to be a reliable source of short-term financing for us. If market conditions deteriorate, there may be no assurance that other funding sources would be available or sufficient.

We may not realize anticipated benefits from our Strategic Transformation.

In 2009, we announced that we were embarking on an initiative called Strategic Transformation, a program focusing on how we improve the way we go to market and how we interact with our customers while also reducing the company’s cost structure to make it more flexible. The initiatives are aimed at optimizing our cost structure and efficiency through new system implementation, outsourcing programs, and headcount reduction. If our new system implementation or outsourcing programs are not successful, the savings from Strategic Transformation may not be sustainable.

Failure to comply with privacy laws and other related regulations could subject us to significant liability.

Several of our services and financing businesses use, process and store customer information that could include confidential, personal or financial information. We also provide third party benefits administrators with access to our employees’ personal information. Privacy laws and similar regulations in many jurisdictions where we do business, as well as contractual provisions, require that we and our benefits administrators take significant steps to safeguard this information. Failure to comply with any of these laws, regulations or contract provisions could adversely affect our reputation and business and subject us to significant liability.

The failure of our information technology systems could adversely impact our operating results.

Our portfolio of product, service and financing solutions increases our dependence on information technologies. We maintain a secure system to collect revenue for certain postal services, which is critical to enable both our systems and the postal systems to run reliably. The continuous and uninterrupted performance of our systems is critical to our ability to support and service our customers and to support postal services. Although we maintain back-up systems, these systems could be damaged by acts of nature, power loss, telecommunications failures, computer viruses, vandalism and other unexpected events. If our systems were disrupted, we could be prevented from fulfilling orders and servicing customers and postal services, which could have an adverse effect on our reputation and business.

Our inability to obtain and protect our intellectual property and defend against claims of infringement by others may negatively impact our operating results.

We rely on copyright, trade secret, patent and other intellectual property laws in the United States and similar laws in other countries to establish and protect proprietary rights that are important to our business. If we fail to enforce our intellectual property rights, our business may suffer. We, or our suppliers, may be subject to third-party claims of infringement on intellectual property rights. These claims, if successful, may require us to redesign affected products, enter into costly settlement or license agreements, pay damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our products.

If we fail to comply with government contracting regulations, our operating results, brand name and reputation could suffer.

Many of our contracts are with governmental entities. Government contracts are subject to extensive and complex government procurement laws and regulations, along with regular audits of contract pricing and our business practices by government agencies. If we are found to have violated some provisions of the government contracts, we could be required to provide a refund, pay significant damages, or be subject to contract cancellation, civil or criminal penalties, fines, or debarment from doing business with the government. Any of these events could not only affect us financially but also adversely affect our brand and reputation.

6


ITEM 1B. – UNRESOLVED STAFF COMMENTS

None.

ITEM 2. – PROPERTIES

Our world headquarters is located in Stamford, Connecticut. We have facilities worldwide that are either leased or owned. We have limited manufacturing and assembly operations in our Danbury, Connecticut and Harlow, United Kingdom locations. Our principal research and development facilities are located in Shelton, Connecticut and Noida, India. We believe that our manufacturing, administrative and sales office properties are adequate for the needs of all of our operations.

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 customers; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of employees, customers or others.

Our wholly-owned subsidiary, Imagitas, Inc., is a defendant in several purported class actions initially filed in five different states. These lawsuits have been coordinated in the United States District Court for the Middle District of Florida, In re: Imagitas, Driver’s Privacy Protection Act Litigation (Coordinated, May 28, 2007). Each of these lawsuits alleges that the Imagitas DriverSource program violates the federal Drivers Privacy Protection Act (DPPA). Under the DriverSource program, Imagitas entered into contracts with state governments to mail out automobile registration renewal materials along with third party advertisements, without revealing the personal information of any state resident to any advertiser. The DriverSource program assisted the state in performing its governmental function of delivering these mailings and funding the costs of them. The plaintiffs in these actions were seeking statutory damages under the DPPA. On December 21, 2009, the Eleventh Circuit Court affirmed the District Court’s summary judgment decision in Rine, et al. v. Imagitas, Inc. (United States District Court, Middle District of Florida, filed August 1, 2006), which ruled in Imagitas’ favor and dismissed that litigation. That decision is now final, with no further appeals available. With respect to the remaining state cases, Imagitas filed its motion to dismiss these cases on October 8, 2010. Plaintiff’s opposition brief was filed on December 6, 2010, and Imagitas filed its reply brief on December 22, 2010. Although the plaintiffs are still contending that the cases filed in Ohio and Missouri can proceed, they have admitted in their response that the reasoning in the Rine decision does require that actions based on Minnesota and New York laws be dismissed. We are awaiting a decision by the District Court on the motion to dismiss.

On October 28, 2009, the Company and certain of its current and former officers were named as defendants in NECA-IBEW Health & Welfare Fund v. Pitney Bowes Inc. et al., a class action lawsuit filed in the U.S. District Court for the District of Connecticut. The complaint asserts claims under the Securities Exchange Act of 1934 on behalf of those who purchased the common stock of the Company during the period between July 30, 2007 and October 29, 2007 alleging that the Company, in essence, missed two financial projections. Plaintiffs filed an amended complaint on September 20, 2010. On December 3, 2010, defendants moved to dismiss the complaint. Oral argument on that motion is scheduled for April 15, 2011.

We expect to prevail in the legal actions above; however, as litigation is inherently unpredictable, there can be no assurance in this regard. If the plaintiffs do prevail, the results may have a material effect on our financial position, future results of operations or cash flows, including, for example, our ability to offer certain types of goods or services in the future.

ITEM 4. – (REMOVED AND RESERVED)

7


PART II

 

 

ITEM 5. – 

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Pitney Bowes common stock is traded under the symbol “PBI”. The principal market is the New York Stock Exchange (NYSE). Our stock is also traded on the Boston, Chicago, Philadelphia, Pacific and Cincinnati stock exchanges. At January 31, 2011, we had 21,844 common stockholders of record.

The following table sets forth, for the periods indicated, the high and low sales prices, as reported on the NYSE, and the cash dividends paid per share of common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Price

 

Dividend
Per Share

 

 

 


 

 

 

 

High

 

Low

 

 

 

 


 


 


 

For the year ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

24.76

 

$

20.80

 

$

0.365

 

Second Quarter

 

$

26.00

 

$

21.28

 

 

0.365

 

Third Quarter

 

$

25.00

 

$

19.06

 

 

0.365

 

Fourth Quarter

 

$

24.79

 

$

21.19

 

 

0.365

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

$

1.46

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2009

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

27.46

 

$

17.62

 

$

0.36

 

Second Quarter

 

$

26.25

 

$

20.71

 

 

0.36

 

Third Quarter

 

$

25.57

 

$

20.38

 

 

0.36

 

Fourth Quarter

 

$

26.41

 

$

22.44

 

 

0.36

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

$

1.44

 

 

 

 

 

 

 

 

 



 

In February 2011, our Board of Directors authorized a half-cent increase in our quarterly common stock dividend to $0.37 per share, marking the 29th consecutive year that we have increased the dividend on our common stock. This represents a one percent increase and applies to the common stock dividend with a record date of February 18, 2011. We expect to continue to pay quarterly cash dividends. There are no material restrictions on our ability to declare dividends.

See Equity Compensation Plan Information Table in Item 12 of this Form 10-K for information regarding securities for issuance under our equity compensation plans.

Share Repurchases

We periodically repurchase shares of our common stock to manage the dilution created by shares issued under employee stock plans and for other purposes in the open market. In May 2010, the Board of Directors approved an expansion of our share repurchase authorization to $150 million. During 2010, we repurchased 4.7 million shares at a total cost of $100 million and at December 31, 2010, had $50 million of authorization remaining under this program. The following table summarizes our share repurchase activity under active programs during 2010. There were no share repurchases during the fourth quarter of 2010.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of
shares
purchased

 

Average price
paid per share

 

Total number of
shares purchased as
part of a publicly
announced plan

 

Approximate dollar
value of shares that may
yet be purchased under
the plan (in thousands)

 

 

 


 


 


 


 

Beginning balance

 

 

 

 

 

 

 

 

 

 

$

150,000

 

July 2010

 

 

1,248,943

 

$

23.39

 

 

1,248,943

 

$

120,786

 

August 2010

 

 

1,770,826

 

$

20.21

 

 

1,770,826

 

$

85,000

 

September 2010

 

 

1,667,535

 

$

20.99

 

 

1,667,535

 

$

50,000

 

 

 



 



 



 

 

 

 

 

 

 

4,687,304

 

$

21.33

 

 

4,687,304

 

 

 

 

 

 



 



 



 

 

 

 

In February 2011, our Board of Directors approved an increase of $100 million in our share repurchase authorization to $150 million.

8


Stock Performance Graph

The accompanying graph compares the most recent five-year performance of Pitney Bowes common stock with the Standard and Poor’s (“S&P”) 500 Composite Index, and Peer Group Index.

The Peer Group Index is comprised of the following companies: Automatic Data Processing, Inc., Diebold, Inc., R.R. Donnelley & Sons Co., DST Systems, Inc., Fedex Corporation, Hewlett-Packard Company, Lexmark International, Inc., Pitney Bowes Inc., United Parcel Service, Inc., and Xerox Corporation.

Total return for the Peer Group and the S&P 500 Composite Index is based on market capitalization, weighted for each year.

All information is based upon data independently provided to us by Standard & Poor’s Corporation and is derived from their official total return calculation.

(LINE GRAPH)

The graph shows that on a total return basis, assuming reinvestment of all dividends, $100 invested in the company’s common stock on December 31, 2005 would have been worth $72 on December 31, 2010. By comparison, $100 invested in the S&P 500 Composite Index on December 31, 2005 would have been worth $112 on December 31, 2010. An investment of $100 in the Peer Group on December 31, 2005 would have been worth $118 on December 31, 2010.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexed Returns
December 31,

 

 

 


 

Company Name / Index

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

 

 


 


 


 


 


 


 

Pitney Bowes

 

$

100

 

$

113

 

$

96

 

$

67

 

$

64

 

$

72

 

S&P 500

 

$

100

 

$

116

 

$

122

 

$

77

 

$

97

 

$

112

 

Peer Group

 

$

100

 

$

119

 

$

124

 

$

92

 

$

116

 

$

118

 

9



 

 

ITEM 6. – 

SELECTED FINANCIAL DATA

The following tables summarize selected financial data for the Company, and should be read in conjunction with the more detailed consolidated financial statements and related notes thereto included under Item 8 of this Form 10-K.

Summary of Selected Financial Data
(Dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 


 

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

 


 


 


 


 


 

Total revenue

 

$

5,425,254

 

$

5,569,171

 

$

6,262,305

 

$

6,129,795

 

$

5,730,018

 

Total costs and expenses

 

 

4,890,677

 

 

4,875,995

 

 

5,549,128

 

 

5,469,084

 

 

4,815,528

 

Income from continuing operations before income taxes

 

 

534,577

 

 

693,176

 

 

713,177

 

 

660,711

 

 

914,490

 

Provision for income taxes

 

 

205,770

 

 

240,154

 

 

244,929

 

 

280,222

 

 

335,004

 

 

 



 



 



 



 



 

Income from continuing operations

 

 

328,807

 

 

453,022

 

 

468,248

 

 

380,489

 

 

579,486

 

(Loss) gain from discontinued operations, net of income tax

 

 

(18,104

)

 

(8,109

)

 

(27,700

)

 

5,534

 

 

(460,312

)

 

 



 



 



 



 



 

Net income before attribution of noncontrolling interests

 

 

310,703

 

 

444,913

 

 

440,548

 

 

386,023

 

 

119,174

 

Less: Preferred stock dividends of subsidiaries attributable to noncontrolling interests

 

 

18,324

 

 

21,468

 

 

20,755

 

 

19,242

 

 

13,827

 

 

 



 



 



 



 



 

Net income

 

$

292,379

 

$

423,445

 

$

419,793

 

$

366,781

 

$

105,347

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock attributable to common stockholders (1):

Continuing operations

 

$

1.51

 

$

2.09

 

$

2.15

 

$

1.65

 

$

2.54

 

Discontinued operations

 

 

(0.09

)

 

(0.04

)

 

(0.13

)

 

0.03

 

 

(2.07

)

 

 



 



 



 



 



 

Net income

 

$

1.42

 

$

2.05

 

$

2.01

 

$

1.68

 

$

0.47

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock attributable to common stockholders (1):

Continuing operations

 

$

1.50

 

$

2.08

 

$

2.13

 

$

1.63

 

$

2.51

 

Discontinued operations

 

 

(0.09

)

 

(0.04

)

 

(0.13

)

 

0.03

 

 

(2.04

)

 

 



 



 



 



 



 

Net income

 

$

1.41

 

$

2.04

 

$

2.00

 

$

1.66

 

$

0.47

 

 

 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid to stockholders

 

$

301,456

 

$

297,555

 

$

291,611

 

$

288,790

 

$

285,051

 

Cash dividends per share of common stock

 

$

1.46

 

$

1.44

 

$

1.40

 

$

1.32

 

$

1.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

303,653

 

$

338,895

 

$

379,117

 

$

383,141

 

$

363,258

 

Capital expenditures

 

$

119,768

 

$

166,728

 

$

237,308

 

$

264,656

 

$

327,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

8,444,023

 

$

8,571,039

 

$

8,810,236

 

$

9,465,731

 

$

8,527,331

 

Long-term debt

 

$

4,239,248

 

$

4,213,640

 

$

3,934,865

 

$

3,802,075

 

$

3,847,617

 

Total debt

 

$

4,292,742

 

$

4,439,662

 

$

4,705,366

 

$

4,755,842

 

$

4,338,157

 

Noncontrolling interests (Preferred stockholders’ equity in subsidiaries)

 

$

296,370

 

$

296,370

 

$

374,165

 

$

384,165

 

$

384,165

 

Stockholders’ (deficit) equity (2)

 

$

(96,581

)

$

(3,152

)

$

(303,594

)

$

544,454

 

$

600,340

 

(1) The sum of the earnings per share amounts may not equal the totals above due to rounding.

(2) Stockholders’ (deficit) equity has been reduced for all periods presented for the impact of an opening retained earnings adjustment of $16,815 pertaining to prior periods. See Note 9 to the Consolidated Financial Statements for further details.

10



 

 

ITEM 7. – 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements contained in this report. All table amounts are presented in millions of dollars, unless otherwise stated.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are forward-looking. We want to caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in this Form 10-K may change based on various factors. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as “estimate”, “target”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause future financial performance to differ materially from the expectations as expressed in any forward-looking statement made by or on our behalf include, without limitation:

 

 

 

 

negative developments in economic conditions, including adverse impacts on customer demand

 

 

 

 

changes in postal or banking regulations

 

 

 

 

timely development and acceptance of new products

 

 

 

 

declining physical mail volumes

 

 

 

 

success in gaining product approval in new markets where regulatory approval is required

 

 

 

 

successful entry into new markets

 

 

 

 

mailers’ utilization of alternative means of communication or competitors’ products

 

 

 

 

our success at managing customer credit risk

 

 

 

 

our success at managing costs associated with our strategy of outsourcing functions and operations not central to our business

 

 

 

 

changes in interest rates

 

 

 

 

foreign currency fluctuations

 

 

 

 

cost, timing and execution of our transformation plans including any potential asset impairments

 

 

 

 

regulatory approvals and satisfaction of other conditions to consummate and integrate any acquisitions

 

 

 

 

interrupted use of key information systems

 

 

 

 

changes in international or national political conditions, including any terrorist attacks

 

 

 

 

intellectual property infringement claims

 

 

 

 

impact on mail volume resulting from current concerns over the use of the mail for transmitting harmful biological agents

 

 

 

 

third-party suppliers’ ability to provide product components, assemblies or inventories

 

 

 

 

negative income tax adjustments or other regulatory levies for prior audit years and changes in tax laws or regulations

 

 

 

 

changes in pension, health care and retiree medical costs

 

 

 

 

changes in privacy laws

 

 

 

 

acts of nature

11


Overview

In 2010, revenue decreased 3% to $5.4 billion compared to the prior year. Equipment sales and software revenues increased 2% and 5%, respectively, compared to the prior year; however, these improvements were offset by a decline of 7% in rental revenue, 8% in financing revenue, 5% in supplies revenue and 3% in business services revenue compared to the prior year. Foreign currency translation and acquisitions had less than a 1% favorable impact on revenue.

Earnings before interest and taxes (EBIT) increased in five of our segments when compared to the prior year primarily due to our ongoing productivity and cost reduction initiatives.

Net income from continuing operations in 2010 was $310 million, or $1.50 per diluted share compared with $432 million, or $2.08 per diluted share in 2009. Diluted earnings per share for 2010 was reduced by $0.59 for restructuring charges and asset impairments, $0.07 for non-cash tax charges associated with out-of-the-money stock options that expired during the year, $0.05 for a one-time charge to correct rates used to estimate unbilled International Mail Services revenue in prior periods and $0.04 for recently enacted heath care legislation. Diluted earnings per share for 2009 was reduced by $0.15 for restructuring charges, $0.06 for non-cash tax charges associated with out-of-the-money stock options that expired during the year partially offset by a $0.01 positive tax adjustment associated with the repricing of leveraged lease transactions.

We generated $952 million in cash from operations, which was used to reduce debt by $171 million, repurchase $100 million of our common stock and pay $301 million of dividends to our common stockholders.

For a more detailed discussion of our results of operations, see “Results of Operations 2010 compared to 2009” and “Results of Operations 2009 compared to 2008.”

Outlook

During the second half or 2010, we began to see some positive signs in our business. However, the worldwide economy and business environment continues to be uncertain, especially among small businesses. This uncertain economic environment has impacted our financial results and in particular our recurring revenue streams, including our high-margin financing, rental and supplies revenue streams. Recovery of these recurring revenue streams will lag a recovery in equipment sales. While we have been successful in reducing our cost structure across the entire business and shifting to a more variable cost structure, these actions have not been sufficient to offset the impact of lower revenues. We remain focused on streamlining our business operations and creating more flexibility in our cost structure.

We continue to expect our mix of revenue to change, with a greater percentage of revenue coming from enterprise related products and solutions. We expect that our future results will continue to be impacted by changes in global economic conditions and their impact on mail intensive industries. It is not expected that total mail volumes will rebound to prior peak levels in an economic recovery, and future mail volume trends will continue to be a factor for our businesses.

In 2009, we announced we were undertaking a series of initiatives designed to transform and enhance the way we operate as a global company. In order to enhance our responsiveness to changing market conditions, we have been executing on a strategic transformation program designed to create improved processes and systems to further enable us to invest in future growth in areas such as our global customer interactions and product development processes. We expect the total pre-tax cost of this program will be in the range of $300 million to $350 million primarily related to severance and benefit costs incurred in connection with workforce reductions. Currently, we are targeting annualized benefits, net of system and related investments, in the range of $250 million to $300 million on a pre-tax basis, with a full benefit run rate by 2012.

12


RESULTS OF OPERATIONS - 2010 Compared to 2009

Business segment results

We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions (SMB Solutions) and Enterprise Business Solutions (EB Solutions). The following table shows revenue and EBIT in 2010 and 2009 by business segment. EBIT, a non-GAAP measure, is determined by deducting from segment revenue the related costs and expenses attributable to the segment. EBIT is useful to management in demonstrating the operational profitability of the segments by excluding interest and taxes, which are generally managed across the entire company on a consolidated basis, and general corporate expenses, restructuring charges and asset impairments. EBIT is also used for purposes of measuring the performance of our management team. Refer to Note 18 to the Consolidated Financial Statements for a reconciliation of segment amounts to income from continuing operations before income taxes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

EBIT

 

 

 


 


 

 

 

2010

 

2009

 

% change

 

2010

 

2009

 

% change

 

 

 


 


 


 


 


 


 

U.S. Mailing

 

$

1,879

 

$

2,016

 

 

(7

)%

$

689

 

$

743

 

 

(7

)%

International Mailing

 

 

923

 

 

920

 

 

%

 

143

 

 

128

 

 

12

%

 

 



 



 



 



 



 



 

SMB Solutions

 

 

2,802

 

 

2,936

 

 

(5

)%

 

832

 

 

871

 

 

(4

)%

 

 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Mail

 

 

557

 

 

526

 

 

6

%

 

61

 

 

51

 

 

18

%

Software

 

 

363

 

 

346

 

 

5

%

 

42

 

 

38

 

 

13

%

Management Services

 

 

999

 

 

1,061

 

 

(6

)%

 

93

 

 

72

 

 

28

%

Mail Services

 

 

562

 

 

559

 

 

1

%

 

63

 

 

83

 

 

(23

)%

Marketing Services

 

 

142

 

 

141

 

 

%

 

26

 

 

23

 

 

14

%

 

 



 



 



 



 



 



 

EB Solutions

 

 

2,623

 

 

2,633

 

 

%

 

285

 

 

267

 

 

7

%

 

 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,425

 

$

5,569

 

 

(3

)%

$

1,117

 

$

1,138

 

 

(2

)%

 

 



 



 



 



 



 



 

Small & Medium Business Solutions

Small & Medium Business Solutions revenue decreased 5% to $2,802 million and EBIT decreased 4% to $832 million, compared to the prior year. Within Small & Medium Business Solutions:

U.S. Mailing revenue decreased 7% to $1,879 million and EBIT decreased 7% to $689 million, compared to the prior year. The revenue decrease was driven primarily by lower financing, rental, service and supplies revenues. The decrease in financing revenue is due to a decline in our leasing portfolio from reduced equipment sales in recent years. Rental, supplies and service revenues were lower than prior year due to fewer placements of new meters. Lease extensions have a positive impact on profit margins longer-term but negatively impact equipment sales revenue in the current year. Equipment sales and supplies revenue were lower than prior year due to business consolidations, lease extensions and reduced volumes of mail processed. Revenue was also adversely affected by the ongoing changing mix to more fully featured smaller systems. The lower EBIT was due to the decline in higher margin financing, rental and supplies revenues.

International Mailing revenue was flat at $923 million compared to the prior year, including a favorable impact from foreign currency translation of 2%. While equipment sales were up slightly in certain parts of Europe and Canada, this increase was offset by continued declines in financing and rental revenues due to reduced equipment sales in recent years. EBIT increased 12% to $143 million compared to prior year, and was favorably impacted by an adjustment related to certain leveraged lease transactions in Canada (6%), our initiatives to improve productivity and consolidate functions globally and by 4% from foreign currency translation.

Enterprise Business Solutions

Enterprise Business Solutions revenue was flat at $2,623 million and EBIT increased 7% to $285 million, compared to the prior year. Within Enterprise Business Solutions:

Production Mail revenue increased 6% over the prior year to $557 million due to increased demand in the U.S. for inserting equipment and our first installations of production print equipment. Demand for inserting equipment continued to experience a delayed recovery in certain countries outside of North America as many large enterprises in these regions continue to delay capital expenditures due to

13


economic uncertainty. EBIT increased 18% to $61 million compared to last year due to the higher revenue and our initiatives to improve productivity and consolidate administrative functions. Foreign currency translation had a 1% favorable impact on EBIT.

Software revenue increased 5% over last year to $363 million, driven by the acquisition of Portrait Software (4%) and the favorable impact of foreign currency translation (1%). We continue to build more recurring revenue streams through multi-year licensing agreements, which have the effect of deferring some revenue to future periods. EBIT increased 13% over last year to $42 million due to business integration and productivity initiatives. EBIT was negatively impacted by transaction-related fees of approximately $2 million associated with the Portrait acquisition. Foreign currency translation had a less than 1% favorable impact on EBIT.

Management Services revenue decreased 6% compared to last year to $999 million due to the loss of several large postal contracts and decreased print volumes. Despite the lower revenues, EBIT increased 28% over the prior year to $93 million primarily due to our actions to align costs with changing volumes through a more variable cost infrastructure, ongoing productivity initiatives and a focus on more profitable contracts. Foreign currency translation had a less than 1% impact on both revenue and EBIT.

Mail Services revenue increased 1% compared to last year to $562 million, while EBIT decreased 23% to $63 million. Mail Services revenue and EBIT were adversely impacted by $21 million and $16 million, respectively, due to a one-time out of period adjustment in the International Mail Services portion of the business primarily related to the correction to the rates used to estimate earned but unbilled revenue for the periods 2007 through the first quarter of 2010. The impact of this adjustment was not material on any individual quarter or year during these periods. Excluding the impact of this adjustment, revenue increased 4% over the prior year, but EBIT decreased 5%. The revenue increase was driven partially by increased volumes of presort mail and Standard Class mail processed and acquisitions (2%). The decrease in EBIT was driven by higher shipping rates charged by international carriers for our International Mail Services business, which more than offset the favorable margin impacts in our Presort business.

Marketing Services revenue of $142 million was flat compared to the prior year. Revenue was impacted by increased vendor advertising for Movers’ Source kits offset by a decline in household moves compared to prior year. EBIT increased 14% over last year due to more profitable vendor revenue per transaction.

Revenues and Cost of revenues by source

The following tables show revenues and costs of revenues by source for the years ended December 31, 2010 and 2009:

Revenues by source

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

% change

 

 

 


 


 


 

Equipment sales

 

$

1,030

 

$

1,007

 

 

2

%

Supplies

 

 

318

 

 

336

 

 

(5

)%

Software

 

 

382

 

 

365

 

 

5

%

Rentals

 

 

601

 

 

647

 

 

(7

)%

Financing

 

 

638

 

 

695

 

 

(8

)%

Support services

 

 

712

 

 

714

 

 

%

Business services

 

 

1,744

 

 

1,805

 

 

(3

)%

 

 



 



 



 

Total revenue

 

$

5,425

 

$

5,569

 

 

(3

)%

 

 



 



 



 

Cost of revenues by source

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of Revenue

 

 

 

 

 

 

 


 

 

 

2010

 

2009

 

2010

 

2009

 

 

 


 


 


 


 

Cost of equipment sales

 

$

476

 

$

456

 

 

46.2

%

 

45.3

%

Cost of supplies

 

 

97

 

 

94

 

 

30.5

%

 

27.9

%

Cost of software

 

 

86

 

 

82

 

 

22.5

%

 

22.5

%

Cost of rentals

 

 

142

 

 

159

 

 

23.6

%

 

24.5

%

Financing interest expense

 

 

88

 

 

98

 

 

13.8

%

 

14.1

%

Cost of support services

 

 

452

 

 

467

 

 

63.5

%

 

65.4

%

Cost of business services

 

 

1,337

 

 

1,382

 

 

76.7

%

 

76.6

%

 

 



 



 



 



 

Total cost of revenues

 

$

2,678

 

$

2,738

 

 

49.4

%

 

49.2

%

 

 



 



 



 



 

14


Equipment sales

Equipment sales revenue increased 2% to $1,030 million compared to the prior year. Foreign currency translation had a positive impact of 1%. The growth was primarily driven by higher sales of production mail equipment in the U.S. and higher equipment sales in Canada and parts of Europe. Period revenue was adversely affected by lease extensions.

Cost of equipment sales as a percentage of revenue was 46.2% compared with 45.3% in the prior year, primarily due to the higher mix of lower margin production mail equipment sales, which more than offset the positive impacts of higher levels of lease extensions and ongoing productivity improvements.

Supplies

Supplies revenue decreased 5% to $318 million compared to the prior year due to lower supplies usage resulting from lower mail volumes and fewer installed meters due to customer consolidations worldwide. Foreign currency translation had less than a 1% favorable impact.

Cost of supplies as a percentage of revenue was 30.5% compared with 27.9% in the prior year primarily due to the increasing mix of lower margin non-compatible supplies sales worldwide.

Software

Software revenue increased 5% to $382 million compared to the prior year. The acquisition of Portrait accounted for 4% of the increase and foreign currency translation accounted for 1% of the increase. Period revenue growth was also negatively impacted by the shift to recurring revenue streams through multi-year licensing agreements.

Cost of software as a percentage of revenue was 22.5%, unchanged from the prior year.

Rentals

Rentals revenue decreased 7% to $601 million compared to the prior year as customers in the U.S. continue to downsize to smaller, fully featured machines. The weak economic conditions have also impacted our international rental markets, specifically in France. Foreign currency translation had less than a 1% positive impact.

Cost of rentals as a percentage of revenue was 23.6% compared with 24.5% in the prior year. Rental margins have been positively impacted by lower depreciation associated with higher levels of lease extensions.

Financing

Financing revenue decreased 8% to $638 million compared to the prior year as lower equipment sales in previous years have resulted in a net decline in both our U.S. and international lease portfolios. Foreign currency translation had a 1% positive impact.

Financing interest expense as a percentage of revenue was 13.8% compared with 14.1% in the prior year due to lower interest rates and lower average borrowings. In computing financing interest expense, which represents the cost of borrowing associated with the generation of financing revenues, we assume a 10:1 leveraging ratio of debt to equity and apply our overall effective interest rate to the average outstanding finance receivables.

Support Services

Support services revenue of $712 million was flat compared to the prior year. Growth has been negatively impacted by lower placements of mailing equipment, primarily in the U.S., U.K. and France. Foreign currency translation had a positive impact of 1%.

Cost of support services as a percentage of revenue improved to 63.5% compared with 65.4% in the prior year due to margin improvements from our ongoing productivity investments in the U.S. and International Mailing and Production Mail businesses.

Business Services

Business services revenue decreased 3% to $1,744 million compared to the prior year primarily due to the loss of several large postal contracts and print volumes at Management Services. Foreign currency translation had less than a 1% negative impact.

Cost of business services as a percentage of revenue was 76.7% compared with 76.6% in the prior year. Positive impacts of cost reduction programs at our Management Services and Presort businesses were offset by higher shipping costs in International Mail Services.

15


Selling, general and administrative (SG&A)

SG&A expenses decreased $40 million, or 2% primarily as a result of our cost reduction initiatives. Businesses acquired in 2010 increased SG&A by $15 million and foreign currency translation had a less than 1% unfavorable impact. As a percentage of revenue, SG&A expenses were 32.5% compared to 32.3% in the prior year.

Research and development

Research and development expenses decreased $26 million, or 14%from the prior year due to the wind-down of redundant costs related to our transition to offshore development activities and the launch of the new Connect+TM mailing system. Foreign currency translation had an unfavorable impact of 1%. As a percentage of revenue, research and development expenses were 2.9% compared to 3.3% in the prior year.

Other interest expense

Other interest expense increased $4 million, or 4% in 2010 compared to the prior year. Included in other interest expense is credit facility fees which were higher compared to the prior year. We do not allocate other interest expense to our business segments.

Income taxes / effective tax rate

The effective tax rates for 2010 and 2009 were 38.5% and 34.6%, respectively. The effective tax rate for 2010 includes $16 million of tax benefits associated with previously unrecognized deferred taxes on outside basis differences, a $15 million charge for the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock units previously granted to our employees and a $9 million charge for the write-off of deferred tax assets related to the U.S. health care reform legislation that eliminated the tax deduction for retiree health care costs to the extent of federal subsidies received by companies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage.

The effective tax rate for 2009 included $13 million of tax charges related to the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock, offset by $13 million of tax benefits from retirement of inter-company obligations and the repricing of leveraged lease transactions.

Discontinued operations

The loss from discontinued operations in 2010 primarily relates to the accrual of interest on uncertain tax positions and additional tax associated with the disposed operations. The 2009 net loss from discontinued operations includes $10 million of pre-tax income ($6 million net of tax) for a bankruptcy settlement received and $11 million of pre-tax income ($7 million net of tax) related to the expiration of an indemnity agreement associated with the sale of a former subsidiary. This income was more than offset by the accrual of interest on uncertain tax positions. See Note 2 to the Consolidated Financial Statements.

Preferred stock dividends of subsidiaries attributable to noncontrolling interests

Preferred stock dividends to stockholders of subsidiary companies were $18 million and $21 million in 2010 and 2009, respectively. The 2009 amount included an expense of $3 million associated with the redemption of $375 million of variable term voting preferred stock. See Note 10 to the Consolidated Financial Statements for further discussion.

16


RESULTS OF OPERATIONS - 2009 Compared to 2008

Business segment results

The following table shows revenue and EBIT in 2009 and 2008 by business segment. Results have been reclassified to conform to the current year presentation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

EBIT

 

 

 


 


 

 

 

2009

 

2008

 

% change

 

2009

 

2008

 

% change

 

 

 


 


 


 


 


 


 

U.S. Mailing

 

$

2,016

 

$

2,250

 

 

(10

)%

$

743

 

$

890

 

 

(17

)%

International Mailing

 

 

920

 

 

1,134

 

 

(19

)%

 

128

 

 

185

 

 

(31

)%

 

 



 



 



 



 



 



 

SMB Solutions

 

 

2,936

 

 

3,384

 

 

(13

)%

 

871

 

 

1,075

 

 

(19

)%

 

 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Mail

 

 

526

 

 

616

 

 

(15

)%

 

51

 

 

82

 

 

(37

)%

Software

 

 

346

 

 

400

 

 

(14

)%

 

38

 

 

28

 

 

32

%

Management Services

 

 

1,061

 

 

1,172

 

 

(9

)%

 

72

 

 

70

 

 

3

%

Mail Services

 

 

559

 

 

542

 

 

3

%

 

83

 

 

69

 

 

20

%

Marketing Services

 

 

141

 

 

148

 

 

(5

)%

 

23

 

 

21

 

 

8

%

 

 



 



 



 



 



 



 

EB Solutions

 

 

2,633

 

 

2,878

 

 

(9

)%

 

267

 

 

270

 

 

(1

)%

 

 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,569

 

$

6,262

 

 

(11

)%

$

1,138

 

$

1,345

 

 

(15

)%

 

 



 



 



 



 



 



 

Small & Medium Business Solutions

Small & Medium Business Solutions revenue decreased 13% to $2,936 million and EBIT decreased 19% to $871 million, compared to the prior year. Within Small & Medium Business Solutions:

U.S. Mailing revenue decreased 10% primarily due to fewer placements of mailing equipment and related financing and rental revenues as customers continued to delay purchases of new equipment and extend leases on existing equipment due to the economic conditions. Revenue was adversely affected by lower business activity levels and the ongoing changing mix to more fully featured smaller systems. Lease extensions have a positive impact on profit margins longer-term but negatively impact revenue in the current year. As a result of lower business activity levels over the prior year, EBIT decreased 17% principally due to lower equipment sales, financing revenue, meter rentals, and supplies sales.

International Mailing revenue decreased 19%, with 8% of this decline driven by the unfavorable impact of foreign currency translation. The international economic environment continued to create weaker demand for our products and services. As a result, many customers delayed making purchase decisions for new mailing systems and lower mail volume reduced supplies revenue. EBIT declined 31%, primarily driven by lower levels of equipment and supplies sales, and lower financing revenue.

Enterprise Business Solutions:

Enterprise Business Solutions revenue decreased 9% to $2,633 million; however EBIT decreased only 1% to $267 million, compared to the prior year. Within Enterprise Business Solutions:

Production Mail revenue decreased 15% primarily as a result of lower equipment sales in the U.S., France, and Asia Pacific as economic uncertainty continued to delay large-ticket capital expenditures for many large enterprises worldwide. Foreign currency translation had an unfavorable impact of 2%. EBIT decreased 37% driven by lower revenues and a shift in product mix to lower margin products.

Software revenue decreased 14%, with 4% of this decline driven by the unfavorable impact of foreign currency translation. Worldwide consolidation in the financial services industry and slowness in the retail sector adversely impacted the sales and renewal of software licenses. Uncertainty surrounding the economy resulted in many large multi-national organizations changing their approval policies for capital expenditures, which lengthened the sales cycle. EBIT increased to $38 million compared to $28 million in the prior year due to business integration and productivity initiatives which resulted in substantial EBIT margin improvements. This helped offset the pressure on margins from lower revenue and a higher mix of lower margin software sales.

Management Services revenue decreased 9%, of which 2% was driven by the unfavorable impact of foreign currency translation. Revenue was adversely affected by lower business activity and decreased print and transaction volumes throughout the U.S. and

17


Europe. EBIT however, increased 3% primarily due to productivity enhancements that have improved the profitability of the operations globally.

Mail Services revenue increased 3% mostly due to the impact of 2008 acquisitions (4%) partly offset by the unfavorable impact of foreign currency translation (1%). Customer base expansion and continued growth in the volume of mail processed drove a slight increase in revenue for the year. EBIT increased 20% due to the integration of Mail Services sites acquired last year and ongoing automation and productivity initiatives implemented by the business.

Marketing Services revenue decreased 5%, mostly due to the impact of fewer household moves during the year and the resulting decline in the volume of change of address kits mailed. EBIT increased 8% however, due to an improving cost structure and the exit from the motor vehicle registration services program.

Revenues and cost of revenues by source

The following tables show revenues and costs of revenues by source for the years ended December 31, 2009 and 2008:

Revenue by source

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

2008

 

%change

 

 

 


 


 


 

Equipment sales

 

$

1,007

 

$

1,252

 

 

(20

)%

Supplies

 

 

336

 

 

392

 

 

(14

)%

Software

 

 

365

 

 

424

 

 

(14

)%

Rentals

 

 

647

 

 

728

 

 

(11

)%

Financing

 

 

695

 

 

773

 

 

(10

)%

Support services

 

 

714

 

 

769

 

 

(7

)%

Business services

 

 

1,805

 

 

1,924

 

 

(6

)%

 

 



 



 



 

Total revenue

 

$

5,569

 

$

6,262

 

 

(11

)%

 

 



 



 



 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues by source

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of Revenue

 

 

 

 

 

 

 

 

 


 

 

 

2009

 

2008

 

2009

 

2008

 

 

 


 


 


 


 

Cost of equipment sales

 

$

456

 

$

574

 

 

45.3

%

 

45.9

%

Cost of supplies

 

 

94

 

 

104

 

 

27.9

%

 

26.5

%

Cost of software

 

 

82

 

 

101

 

 

22.5

%

 

23.9

%

Cost of rentals

 

 

159

 

 

154

 

 

24.5

%

 

21.1

%

Financing interest expense

 

 

98

 

 

110

 

 

14.1

%

 

14.3

%

Cost of support services

 

 

467

 

 

537

 

 

65.4

%

 

69.9

%

Cost of business services

 

 

1,382

 

 

1,486

 

 

76.6

%

 

77.2

%

 

 



 



 



 



 

Total cost of revenues

 

$

2,738

 

$

3,066

 

 

49.2

%

 

49.0

%

 

 



 



 



 



 

Equipment sales

Equipment sales revenue decreased 20% compared to the prior year due to lower placements of mailing equipment as more customers delayed purchases of new equipment and extended their leases on existing equipment due to the global economic conditions. Revenue also continued to be adversely affected by the ongoing changing mix in equipment placements to smaller, fully featured systems. Foreign currency translation had an unfavorable impact of 3%.

Cost of equipment sales as a percentage of revenue was 45.3% compared with 45.9% in the prior year, primarily due to the positive impacts of ongoing productivity improvements, partly offset by a higher mix of lower margin sales.

Supplies

Supplies revenue decreased 14% compared to the prior year due to lower supplies usage resulting from lower mail volumes and fewer installed meters due to customer consolidations in the U.S. and internationally. Foreign currency translation had an unfavorable impact of 3%.

Cost of supplies as a percentage of revenue was 27.9% compared with 26.5% in the prior year due to a greater mix of non-ink supplies in U.S Mailing.

18


Software

Software revenue decreased 14% compared to the prior year primarily due to the impact of the global economic slowdown which caused many businesses to delay their capital spending worldwide. Worldwide consolidation in the financial services industry and slowness in the retail sector also adversely impacted sales and renewals of software licenses. Foreign currency translation had an unfavorable impact of 4%.

Cost of software as a percentage of revenue was 22.5% compared with 23.9% in the prior year due to business integration initiatives and productivity investments, which more than offset the impact of lower revenue levels.

Rentals

Rentals revenue decreased 11% compared to the prior year as customers in the U.S. continued to downsize to smaller, fully featured machines. The weak economic conditions also impacted our international rental markets, specifically in Canada and France. Foreign currency translation had an unfavorable impact of 1%.

Cost of rentals as a percentage of revenue was 24.5% compared with 21.1% in the prior year primarily due to the fixed costs of meter depreciation on lower revenues.

Financing

Financing revenue decreased 10% compared to the prior year. Lower equipment sales over prior periods resulted in a decline in both our U.S. and international lease portfolios. Foreign currency translation had an unfavorable impact of 2%.

Financing interest expense as a percentage of revenue was 14.1% compared with 14.3% in the prior year due to lower interest rates and lower average borrowings.

Support services

Support services revenue decreased 7% compared to the prior year, principally due to lower revenues in Canada, the U.S. and the U.K. due to lower new equipment placements and the unfavorable impact of foreign currency translation of 3%.

Cost of support services as a percentage of revenue was 65.4% compared with 69.9% in the prior year. Margin improvements in our International Mailing, U.S. Mailing and Production Mail segments were driven by the positive impacts of ongoing productivity investments and price increases on service contracts in Production Mail.

Business services

Business services revenue decreased 6% compared to the prior year. Lower volumes at Management Services and Marketing Services offset the impact of an increase in mail processed at Mail Services. The unfavorable impact of foreign currency translation of 2% was partly offset by the positive impact of acquisitions which contributed 1%.

Cost of business services as a percentage of revenue was 76.6% compared with 77.2% in the prior year. This improvement was due to the positive impacts of cost reduction programs at our Management Services and Mail Services businesses, partly offset by lower transaction volumes in our Management Services business.

Selling, general and administrative

SG&A expense decreased $170 million or 9%, primarily as a result of our cost reduction initiatives and the positive impact of foreign currency translation of 3%. However, the impact of lower revenue, increased pension costs of $14 million and higher credit loss expenses of $9 million more than offset these benefits on a percentage of revenue basis. As a percentage of revenue, SG&A expenses were 32.3% compared to 31.5% in the prior year.

Research and development

Research and development expenses decreased $23 million or 11%, from the prior year due to the transition and related benefits from our move to offshore development activities. Foreign currency translation also had a positive impact of 3%. As a percentage of revenue, research and development expenses were 3.3% for 2009 and 2008 as we continue to invest in developing new technologies and enhancing our products.

Other interest expense

Other interest expense decreased $8 million or 7%, from prior year due to lower interest rates and lower average borrowings during the year.

19


Income taxes / effective tax rate

The effective tax rate for 2009 and 2008 was 34.6% and 34.3%, respectively. The effective tax rate for 2009 included $13 million of charges related to the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock, offset by $13 million of tax benefits from retirement of inter-company obligations and the repricing of leveraged lease transactions. The effective tax rate for 2008 included $12 million of tax increases related to the low tax benefit associated with restructuring expenses recorded during 2008, offset by adjustments of $10 million related to deferred tax assets associated with certain U.S. leasing transactions.

Discontinued operations

The net loss from discontinued operations was $8 million and $28 million for 2009 and 2008, respectively. The 2009 net loss from discontinued operations included $6 million, net of tax, for a bankruptcy settlement received and $7 million, net of tax, related to the expiration of an indemnity agreement associated with the sale of a former subsidiary. This income was more than offset by the accrual of interest on uncertain tax positions. The 2008 net loss from discontinued operations is comprised of an accrual of tax and interest on uncertain tax positions.

Preferred stock dividends of subsidiaries attributable to noncontrolling interests

Preferred stock dividends to stockholders of subsidiary companies were $21 million in 2009 and 2008. The 2009 amount also included $3 million associated with the redemption of $375 million of variable term voting preferred stock during the year. The 2008 amount included $2 million associated with the redemption of $10 million of 9.11% Cumulative Preferred Stock.

Restructuring Charges and Asset Impairments

In 2009, we announced that we were undertaking a series of initiatives designed to transform and enhance the way we operate as a global company (the 2009 Program). In order to enhance our responsiveness to changing market conditions, we executed a strategic transformation program designed to create improved processes and systems to further enable us to invest in future growth in areas such as our global customer interactions and product development processes.

During 2010, we accelerated several of our initiatives to streamline processes and make our cost structure more variable to better leverage changing business conditions. Due to the acceleration of these initiatives and pension and retiree medical related non-cash charges of $24 million, pre-tax restructuring charges and asset impairments for the 2009 Program were $183 million in 2010. Accordingly, we expect our cost range to be $300 million to $350 million. Additionally, we expect that total net annualized run rate benefits from the 2009 Program to be in the range of $250 million to $300 million by 2012. This represents a $100 million increase in our projected benefits resulting from process automation, channel alignment, reduced infrastructure costs and streamlined product development. See Note 14 to the Consolidated Financial Statements for further discussion.

Acquisitions

On July 5, 2010, we acquired Portrait Software plc (Portrait) for $65 million in cash, net of cash acquired. Portrait provides software to enhance existing customer relationship management systems, enabling clients to achieve improved customer retention and profitability. The acquired goodwill was assigned to the Software segment. We also completed smaller acquisitions during 2010 for an aggregate cost of $12 million.

There were no acquisitions during 2009.

In 2008, we acquired Zipsort, Inc. for $40 million in cash, net of cash acquired. Zipsort, Inc. acts as an intermediary between customers and the U.S. Postal Service. Zipsort, Inc. offers mailing services that include presorting of first class, standard class, flats, permit and international mail as well as metering services. We assigned the goodwill to the Mail Services segment. We also completed several smaller acquisitions for an aggregate cost of $30 million.

The operating results of these acquisitions have been included in our consolidated financial statements since the date of acquisition. See Note 1 to the Consolidated Financial Statements for our business combination accounting policy and Note 3 for further information regarding these acquisitions.

20


LIQUIDITY AND CAPITAL RESOURCES

We believe that cash flow from operations, existing cash and liquid investments, as well as borrowing capacity under our commercial paper program, the existing credit facility and debt capital markets should be sufficient to finance our capital requirements and to cover our customer deposits. Our potential uses of cash include, but are not limited to, growth and expansion opportunities; internal investments; customer financing; severance and benefits payments under our restructuring programs; income tax, interest and dividend payments; pension and other benefit plan funding; acquisitions; and share repurchases.

We continuously review our liquidity profile. We monitor for material changes in the creditworthiness of those banks acting as derivative counterparties, depository banks or credit providers to us through credit ratings and the credit default swap market. We have determined that there has not been a material variation in the underlying sources of cash flows currently used to finance the operations of the company. To date, we have had consistent access to the commercial paper market.

Cash Flow Summary

 

 

 

 

 

 

 

 

The change in cash and cash equivalents is as follows:

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 


 


 

Net cash provided by operating activities

 

$

952

 

$

824 

 

Net cash used in investing activities

 

 

(301

)

 

(172

)

Net cash used in financing activities

 

 

(580

)

 

(626

)

Effect of exchange rate changes on cash

 

 

1

 

 

10 

 

 

 



 



 

Increase in cash and cash equivalents

 

$

72

 

$

36 

 

 

 



 



 

2010 Cash Flows

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items and changes in operating assets and liabilities. Cash provided by operating activities included decreases in finance receivables and accounts receivables of $180 million and $43 million, respectively. Due to declining equipment sales, finance receivables have declined as strong cash collections exceed the financing of new business. Similarly, accounts receivables have declined primarily due to strong cash collections in excess of new billings. Cash flow also benefited from the proceeds of $32 million from the unwinding of interest rate swaps and by $59 million due to the timing of payments of accounts payable, accrued liabilities and income taxes. Partially offsetting these benefits were restructuring payments of $120 million and an increase in inventory of $12 million.

Net cash used in investing activities consisted primarily of the net purchase of investment securities of $122 million, capital expenditures of $120 million and acquisitions of $78 million.

Net cash used in financing activities primarily included net payments on commercial paper borrowings of $171 million, stock repurchases of $100 million and dividends paid to common stockholders and noncontrolling interests of $321 million.

2009 Cash Flows

Cash flow provided by operations for 2009 is primarily due to the decrease in finance receivables and accounts receivables of $207 million and $84 million, respectively, primarily due to lower sales volumes, and an increase in current and non-current income taxes of $86 million due to the timing of tax payments. These cash inflows were partially offset by a reduction in accounts payable and accrued liabilities of $127 million, primarily due to timing of payments, voluntary pension plan contributions of $125 million and restructuring payments of $105 million.

Net cash used in investing activities consisted primarily of capital expenditures of $167 million.

Net cash used in financing activities consisted primarily of dividends paid to common stockholders and noncontrolling interests of $317 million, a net reduction in debt of $242 million, and a net cash outflow associated with the issuance and redemption of preferred stock issued by a subsidiary of $79 million.

Capital Expenditures

Capital expenditures in 2010 and 2009 included additions to property, plant and equipment of $61 million and $85 million; respectively, and additions to rental equipment and related inventories of $59 million and $82 million, respectively. The decrease in capital expenditures is due to lower new meter investments and control over capital spending.

21


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 a significant source of liquidity for us and a committed line of credit of $1.25 billion which supports our commercial paper issuance. The line of credit expires in 2013. We have not experienced any problems to date in accessing the commercial paper market. As of December 31, 2010, the line of credit had not been drawn upon.

At December 31, 2010, we had $50 million of outstanding commercial paper with a weighted average interest rate of 0.32%. During 2010, borrowings under our commercial paper program averaged $347 million at a weighted average interest rate of 0.23%. The maximum amount of commercial paper issued at any point in time during 2010 was $552 million.

At December 31, 2009, we had $221 million of outstanding commercial paper with a weighted average interest rate of 0.09%. During 2009, borrowings under our commercial paper program averaged $430 million at a weighted average interest rate of 0.18%. The maximum amount of commercial paper issued at any point in time during 2009 was $848 million.

In August 2010, we unwound two interest rate swaps with an aggregate notional amount of $250 million. These interest rate swaps effectively converted the fixed rate of 5.6% on $250 million of notes, due 2018, into variable interest rates. In connection with unwinding these interest rate swaps, we received $32 million, excluding accrued interest. The transaction was not undertaken for liquidity purposes, but rather to fix our effective interest rate at 3.7% for the remaining term of the notes as the amount received will be recognized as a reduction in interest expense over the remaining term of the notes.

There were no other significant changes to long-term debt during 2010. No long-term notes will mature in 2011.

We anticipate making contributions of approximately $130 million and $15 million to our U.S. and foreign pension plans, respectively during 2011. We will reassess our funding alternatives as the year progresses.

We believe our financing needs in the short and long-term can be met from cash generated internally, the issuance of commercial paper, debt issuance under our effective shelf registration statement and borrowing capacity under our existing credit agreements.

Contractual Obligations and Off-Balance Sheet Arrangements

The following summarizes our known contractual obligations and off-balance sheet arrangements at December 31, 2010 and the effect that such obligations are expected to have on our liquidity and cash flow in future periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by period

 

 

 


 

(Dollars in millions)

 

Total

 

Less than
1 year

 

1-3 years

 

3-5 years

 

More than
5 years

 

 

 


 


 


 


 


 

Commercial paper borrowings

 

$

50

 

$

50

 

$

 

$

 

$

 

Long-term debt and current portion of long-term debt

 

 

4,175

 

 

 

 

925

 

 

850

 

 

2,400

 

Non-cancelable operating lease obligations

 

 

289

 

 

99

 

 

119

 

 

45

 

 

26

 

Interest payments on debt

 

 

1,681

 

 

197

 

 

374

 

 

308

 

 

802

 

Capital lease obligations

 

 

10

 

 

4

 

 

5

 

 

1

 

 

 

Purchase obligations (1)

 

 

276

 

 

205

 

 

56

 

 

15

 

 

 

Other non-current liabilities (2)

 

 

649

 

 

 

 

121

 

 

48

 

 

480

 

 

 



 



 



 



 



 

Total

 

$

7,130

 

$

555

 

$

1,600

 

$

1,267

 

$

3,708

 

 

 



 



 



 



 



 


 

 

(1)

Purchase obligations include unrecorded agreements to purchase goods or services that are enforceable and legally binding upon us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.

 

 

(2)

Other non-current liabilities relate primarily to our postretirement benefits. See Note 19 to the Consolidated Financial Statements.

The amount and period of future payments related to our income tax uncertainties cannot be reliably estimated and, therefore, is not included in the above table. See Note 9 to the Consolidated Financial Statements for further details.

22


Critical Accounting Estimates

We have identified the policies below as critical to our business operations and to the understanding of our results of operations. We have discussed the impact and any associated risks on our results of operations related to these policies throughout the MD&A. For a detailed discussion on the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements.

The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses that are reported in the consolidated financial statements and accompanying disclosures, including the disclosure of contingent assets and liabilities. These estimates are based on management’s best knowledge of current events, historical experience, actions that we may undertake in the future, and on various other assumptions that are believed to be reasonable under the circumstances. These estimates include, but are not limited to, allowance for doubtful accounts and credit losses, inventory obsolescence, residual values of leased assets, useful lives of long-lived assets and intangible assets, impairment of goodwill, allocation of purchase price to tangible and intangible assets acquired in business combinations, warranty obligations, restructuring costs, pensions and other postretirement benefits and loss contingencies. We believe our assumptions and estimates are reasonable and appropriate in accordance with GAAP; however, actual results could differ from those estimates and assumptions.

Revenue recognition

Multiple element and internal financing arrangements

We derive our revenue from multiple sources including sales, rentals, financing and services. Certain of our transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these transactions involves a non-cancelable equipment lease, a meter rental and an equipment maintenance agreement. As a result, we are required to determine whether the deliverables in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, and if so, how the price should be allocated among the delivered elements and when to recognize revenue for each element.

In multiple element arrangements, we recognize revenue for each of the elements based on their respective fair values. We recognize revenue for delivered elements only when the fair values of undelivered elements are known and uncertainties regarding customer acceptance are resolved. Our allocation of the fair values to the various elements does not change the total revenue recognized from a transaction, but impacts the timing of revenue recognition. Revenue is allocated to the meter rental and equipment maintenance agreement elements first using their respective fair values, which are determined based on prices charged in standalone and renewal transactions. Revenue is then allocated to the equipment based on the present value of the remaining minimum lease payments. We then compare the allocated equipment fair value to the range of cash selling prices in standalone transactions during the period to ensure the allocated equipment fair value approximates average cash selling prices.

We provide lease financing for our products primarily through sales-type leases. The vast majority of our leases qualify as sales-type leases using the present value of minimum lease payments classification criteria. We believe that our sales-type lease portfolio contains only normal collection risk. Accordingly, we record the fair value of equipment as sales revenue, the cost of equipment as cost of sales and the minimum lease payments plus the estimated residual value as finance receivables. The difference between the finance receivable and the equipment fair value is recorded as unearned income and is amortized as income over the lease term using the interest method.

Equipment residual values are determined at inception of the lease using estimates of equipment fair value at the end of the lease term. Estimates of future equipment fair value are based primarily on our historical experience. We also consider forecasted supply and demand for our various products, product retirement and future product launch plans, end of lease customer behavior, regulatory changes, remanufacturing strategies, used equipment markets, if any, competition and technological changes. We evaluate residual values on an annual basis or as changes to the above considerations occur.

See Note 1 to the Consolidated Financial Statements for our accounting policies on revenue recognition.

Allowances for doubtful accounts and credit losses

Allowance for doubtful accounts

We estimate our accounts receivable risks and provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of our large number of customers, small account balances for most of our customers and customer geographic and industry diversification. We evaluate the adequacy of the allowance for doubtful accounts based on our historical loss experience, length of time receivables are past due, adverse situations that may affect a customer’s ability to pay and

23


prevailing economic conditions, and make adjustments to our actual aggregate reserve as necessary. This evaluation is inherently subjective and actual results may differ significantly from estimated reserves.

Allowance for credit losses

We estimate our finance receivables risks and provide allowances for credit losses accordingly. We establish credit approval limits based on the credit quality of the customer and the type of equipment financed. Finance receivables are written-off against the allowance for credit losses after collection efforts are exhausted and we deem the account uncollectible. We believe that our concentration of credit risk for finance receivables is limited because of our large number of customers, small account balances and customer geographic and industry diversification. Our general policy is to discontinue revenue recognition for lease receivables when they are delinquent more than 120 days, and to discontinue revenue recognition on unsecured loan receivables that are delinquent for more than 90 days. We resume revenue recognition when payments reduce the account to 60 days or less past due.

We evaluate the adequacy of allowance for credit losses based on our historical loss experience, the nature and volume of our portfolios, adverse situations that may affect a customer’s ability to pay and prevailing economic conditions, and make adjustments to our actual aggregate reserve as necessary. This evaluation is inherently subjective and actual results may differ significantly from estimated reserves.

Accounting for income taxes

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our annual tax rate is based on our income, statutory tax rates 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 operate and account for the related financial statement implications. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are subject to challenge and possible adjustment. We adjust these reserves, as well as the related interest, in light of changing facts and circumstances, such as the progress of a tax audit. We have established tax reserves which we believe to be appropriate given the possibility of tax adjustments. Determining the appropriate level of tax reserves requires us to exercise judgment regarding the uncertain application of tax law. Future changes in tax reserve requirements could have a material impact on our results of operations.

Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. As new information becomes available that would alter our determination as to the amount of deferred tax assets that will ultimately be realized, we adjust the valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Based on our 2010 income from continuing operations before income taxes, a 1% change in our effective tax rate would impact income from continuing operations by approximately $5 million.

Goodwill and long-lived assets

Useful lives of long-lived assets

We depreciate property, plant and equipment and rental property and equipment principally using the straight-line method over the estimated useful lives of three to 15 years for machinery and equipment and up to 50 years for buildings. We amortize properties leased under capital leases on a straight-line basis over the primary lease term. We amortize capitalized costs related to internally developed software using the straight-line method over the estimated useful life, which is principally three to ten years. Intangible assets with finite lives are amortized over their estimated useful lives, which are principally four to 15 years, using the straight-line method or an accelerated attrition method. Our estimates of useful lives could be affected by changes in regulatory provisions, technology or business plans.

Impairment review

We evaluate the recoverability and, if necessary, the fair value of our long-lived assets, including intangible assets, on an annual basis or as circumstances warrant. We derive the cash flow estimates that are incorporated into the analysis from our historical experience and our future long-term business plans and, if necessary, apply an appropriate discount rate to assist in the determination of its fair value. In addition, we used quoted market prices when available and appraisals as appropriate to assist in the determination of fair value. Changes in the estimates and assumptions incorporated in our long-lived asset impairment assessment could materially affect

24


the determination of fair value. During 2010, an asset impairment charge of $4.7 million was recorded related to the impairment of certain intangible assets.

Goodwill is tested annually for impairment, or sooner when circumstances indicate an impairment may exist at the reporting unit level. Our goodwill impairment review requires judgment, including 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. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. We derive the cash flow estimates from our historical experience and our future long-term business plans. We use a combination of techniques to determine the fair value of our reporting units, including the present value of future cash flows, multiples of competitors and multiples from sales of like businesses. Changes in the estimates and assumptions incorporated in our goodwill impairment assessment could materially affect the determination of fair value and/or goodwill impairment for each reporting unit.

The calculated fair value of each of our reporting units was based on a combination of inputs and assumptions, including projections of future cash flows, discount rates, growth rates and applicable multiples of competitors and multiples from sales of like businesses. For 2010, the calculated fair values for all of our reporting units were considered substantially in excess of the respective reporting unit’s carrying value. Accordingly, no goodwill impairment was identified or recorded. However, future events and circumstances, some of which are described below, may result in an impairment charge:

 

 

Future economic results that are below our expectations used in the current assessments;

 

 

Changes in postal regulations governing the types of meters allowable for use;

 

 

New technological developments that provide significantly enhanced benefits over current technology;

 

 

Significant ongoing negative economic or industry trends; or

 

 

Changes in our business strategy that alters the expected usage of the related assets.

Pension benefits

Assumptions and estimates

The valuation and calculation of our net pension expense, assets and obligations are dependent on assumptions and estimates relating to discount rate, rate of compensation increase and expected return on plan assets. These assumptions are evaluated and updated annually and are described in further detail in Note 19 to the Consolidated Financial Statements.

The weighted average assumptions for our largest plan, the U.S. Qualified Pension Plan, and our largest foreign plan, the U.K. Qualified Pension Plan, for 2010 and 2009 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Plan

 

U.K. Plan

 

 

 


 


 

 

 

2010

 

2009

 

2010

 

2009

 

 

 


 


 


 


 

Discount rate

 

 

 

5.60

%

 

 

 

5.75

%

 

 

 

5.30

%

 

 

 

5.70

%

 

Rate of compensation increase

 

 

 

3.50

%

 

 

 

3.50

%

 

 

 

3.50

%

 

 

 

3.50

%

 

Expected return on plan assets

 

 

 

8.00

%

 

 

 

8.00

%

 

 

 

7.25

%

 

 

 

7.50

%

 

U.S. Plan

The discount rate for our U.S. pension plans is determined by matching the expected cash flows associated with our benefit obligations to a yield curve based on long-term, high quality fixed income debt instruments available as of the measurement date. In 2010, we reduced the population of bonds used to derive this yield curve with the adoption of a bond matching approach which incorporates a selection of bonds that align with our projected benefit obligations. We believe this bond matching approach more closely reflects the process we would employ to settle our pension obligations. The rate of compensation increase assumption reflects our actual experience and best estimate of future increases. Our expected return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans’ investment portfolio after analyzing historical experience and future expectations of the returns and volatility of the various asset classes. The overall expected rate of return for the portfolio is determined based on the target asset allocations for each asset class, adjusted for historical and expected experience of active portfolio management results, when compared to the benchmark returns. When assessing the expected future returns for the portfolio, we place more emphasis on the expected future returns than historical returns.

U.K. Plan

We determine our discount rate for the U.K. retirement benefit plan by using a model that discounts each year’s estimated benefit payments by an applicable spot rate. These spot rates are derived from a yield curve created from a large number of high quality corporate bonds. The rate of compensation increase assumption reflects our actual experience and best estimate of future increases.

25


Our expected return on plan assets is determined based on historical portfolio results, the plan’s asset mix and future expectations of market rates of return on the types of assets in the plan.

Sensitivity to changes in assumptions:

U.S. Pension Plan

 

 

 

 

Discount rate – a 0.25% increase in the discount rate would decrease annual pension expense by approximately $3.0 million and would lower the projected benefit obligation by $43.5 million.

 

 

 

 

Rate of compensation increase – a 0.25% increase in the rate of compensation increase would increase annual pension expense by approximately $0.1 million.

 

 

 

 

Expected return on plan assets – a 0.25% increase in the expected return on assets of our principal plans would decrease annual pension expense by approximately $3.7 million.

U.K. Pension Plan

 

 

 

 

Discount rate – a 0.25% increase in the discount rate would decrease annual pension expense by approximately $1.4 million and would lower the projected benefit obligation by $16.0 million.

 

 

 

 

Rate of compensation increase – a 0.25% increase in the rate of compensation increase would increase annual pension expense by approximately $0.5 million.

 

 

 

 

Expected return on plan assets – a 0.25% increase in the expected return on assets of our principal plans would decrease annual pension expense by approximately $0.8 million.

Delayed recognition principles

Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized over the estimated future working life of the plan participants and will therefore affect future pension expense. We also base our net pension expense primarily on a market related valuation of plan assets. Under this approach, differences between the actual and expected return on plan assets are recognized over a five-year period and will also impact future pension expense.

Investment related risks and uncertainties

We invest our pension plan assets in a variety of investment securities in accordance with our strategic asset allocation policy. The composition of our U.S. pension plan assets at December 31, 2010 was approximately 57% equity securities, 34% fixed income securities and 9% real estate and private equity investments. The composition of our U.K. pension plan assets at December 31, 2010 was approximately 68% equity securities, 29% fixed income securities and 3% cash. Investment securities are exposed to various risks such as interest rate, market and credit risks. In particular, due to the level of risk associated with investment securities, it is reasonably possible that change in the value of such investment securities will occur and that such changes could materially affect our future results.

New Accounting Pronouncements

In 2010, we adopted guidance that increases disclosures regarding the credit quality of an entity’s financing receivables and its allowance for credit losses. The guidance also requires an entity to disclose credit quality indicators, past due information, and modifications of its financing receivables. The adoption of this guidance resulted in additional disclosures but did not have an impact on our consolidated financial statements. See Note 17 to the Consolidated Financial Statements.

In September 2009, new guidance was introduced addressing the accounting for revenue arrangements with multiple elements and certain revenue arrangements that include software. The guidance allows companies to allocate consideration in a multiple element arrangement in a way that better reflects the economics of the transaction and eliminates the residual method. In addition, tangible products that have software components that are “essential to the functionality” of the tangible product will be scoped out of the software revenue guidance. The new guidance will also result in more expansive disclosures. The new guidance became effective on January 1, 2011 and is not expected to have a material impact on our financial position, results of operations or cash flows.

Legal and Regulatory Matters

Legal

See Legal Proceedings in Item 3 of this Form 10-K for information regarding our legal proceedings.

Other regulatory matters

We are continually under examination by tax authorities in the United States, other countries and local jurisdictions in which we have operations. The years under examination vary by jurisdiction. The current IRS exam of tax years 2001-2004 is estimated to be

26


completed within the next year and the examination of years 2005-2008 within the next two years. In connection with the 2001-2004 exam, we have received notices of proposed adjustments to our filed returns and the IRS has withdrawn a civil summons to provide certain company workpapers. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. A variety of post-2000 tax years remain subject to examination by other tax authorities, including the U.K., Canada, France, Germany and various U.S. states. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. However, the resolution of such matters could have a material impact on our results of operations, financial position and cash flows. See Note 9 to the Consolidated Financial Statements.

We are currently undergoing unclaimed property audits, which are being conducted by several states.

Effects of Inflation and Foreign Exchange

Inflation

Inflation, although minimal in recent years, continues to affect worldwide economies and the way companies operate. It increases labor costs and operating expenses, and raises costs associated with replacement of fixed assets such as rental equipment. Despite these growing costs, we have generally been able to maintain profit margins through productivity and efficiency improvements, introduction of new products and expense reductions.

Foreign Exchange

During 2010, approximately 30% of our revenue and 35% of pre-tax income from continuing operations were derived from operations outside of the U.S. Currency translation increased our 2010 revenue and pre-tax income from continuing operations by less than 1%. Based on the current contribution from our international operations, a 1% increase in the value of the U.S. dollar would result in a decline in revenue of approximately $16 million and a decline in pre-tax income from continuing operations of approximately $2 million.

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 in accumulated other comprehensive loss in stockholders’ deficit in the Consolidated Balance Sheets. 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 from the transfer of finished goods inventories between our affiliates in different countries, and intercompany loans.

To mitigate the risk of foreign currency exchange rate fluctuations, we enter into foreign exchange contracts. These derivative contracts expose us to counterparty credit risk. To mitigate this risk, we enter into contracts with only those financial institutions that meet stringent credit requirements as set forth in our derivative policy. We regularly review our credit exposure balances as well as the creditworthiness of our counterparties. Maximum risk of loss on these contracts is limited to the amount of the difference between the spot rate at the date of the contract delivery and the contracted rate. At December 31, 2010, the fair value of our outstanding foreign exchange contracts was a net liability of $4 million.

During 2010, deferred translation losses of $16 million were recorded primarily resulting from the strengthening of the U.S. dollar as compared to the British pound and Euro, partially offset by a weakening of the U.S. dollar as compared to the Canadian dollar. In 2009, deferred translation gains of $120 million were recorded as the U.S. dollar weakened against the British pound, Euro and Canadian dollar. Deferred translation gains and losses are recorded as a component of accumulated other comprehensive income and do not affect earnings.

Dividends

It is a general practice of our Board of Directors to pay a cash dividend on common stock each quarter. In setting dividend payments, our board considers the dividend rate in relation to our recent and projected earnings and our capital investment opportunities and requirements. We have paid a dividend each year since 1934.

27


ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes and foreign currency fluctuations due to our investing and funding activities and our operations denominated in different foreign currencies.

Our objective in managing our exposure to changing interest rates is to limit the volatility and impact of changing interest rates on earnings and cash flows. To achieve these objectives, we use a balanced mix of debt maturities and interest rate swaps that convert the fixed rate interest payments on certain debt issuances to variable rates.

Our objective in managing our exposure to foreign currency fluctuations is to reduce the volatility in earnings and cash flows associated with the effect of foreign exchange rate changes on transactions that are denominated in foreign currencies. Accordingly, we enter into various contracts, which change in value as foreign exchange rates change, to protect the value of external and intercompany transactions. The principal currencies actively hedged are the British pound, Canadian dollar and Euro.

We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks. We do not enter into foreign currency or interest rate transactions for speculative purposes. The gains and losses on these contracts offset changes in the value of the related exposures.

We utilize a “Value-at-Risk” (VaR) model to determine the potential loss in fair value from changes in market conditions. The VaR model utilizes a “variance/co-variance” approach and assumes normal market conditions, a 95% confidence level and a one-day holding period. The model includes all of our debt and all interest rate derivative contracts as well as our foreign exchange derivative contracts associated with forecasted transactions. The model excludes anticipated transactions, firm commitments, and receivables and accounts payable denominated in foreign currencies, which certain of these instruments are intended to hedge. The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by us, nor does it consider the potential effect of favorable changes in market factors.

During 2010 and 2009, 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.

28


ITEM 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Consolidated Financial Statements and Supplemental Data” on Page 36 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, 2010, 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. It should be noted that 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, 2010.

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 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, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Management’s assessment included evaluating the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on its assessment, management concluded that, as of December 31, 2010, our internal control over financial reporting was effective based on the criteria issued by COSO in Internal Control – Integrated Framework.

PricewaterhouseCoopers LLP, the independent accountants that audited our financial statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting, which report is included on page 37 of this Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

ITEM 9B. – OTHER INFORMATION

None.

29


PART III

ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information pertaining to our Directors and the members of the Audit Committee of the Board of Directors is incorporated herein by reference to the sections entitled “Compensation Committee Interlocks and Insider Participation,” “Election of Directors,” “Security Ownership of Directors and Executive Officers,” “Beneficial Ownership,” “Report of the Audit Committee” and “Corporate Governance” of the Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with our 2011 Annual Meeting of Stockholders, which is scheduled to be held on May 9, 2011. Such Definitive Proxy Statement will be filed with the Commission on or before March 31, 2011 and is incorporated herein by reference. Our executive officers are as follows:

Executive Officers of the Registrant as of February 15, 2011

 

 

 

 

 

 

 

 

Name

 

 

Age

 

Title

 

Executive
Officer Since


 

 


 


 


Murray D. Martin

 

63

 

Chairman, President and Chief Executive Officer

 

1998

 

 

 

 

 

 

 

Leslie Abi-Karam

 

52

 

Executive Vice President and President, Mailing Solutions Management

 

2005

 

 

 

 

 

 

 

Gregory E. Buoncontri

 

63

 

Executive Vice President and Chief Information Officer

 

2000

 

 

 

 

 

 

 

Michael Monahan

 

50

 

Executive Vice President and Chief Financial Officer

 

2005

 

 

 

 

 

 

 

Vicki A. O’Meara

 

53

 

Executive Vice President and President, Pitney Bowes Management Services & Government and Postal Affairs

 

2008

 

 

 

 

 

 

 

Daniel J. Goldstein

 

49

 

Executive Vice President and Chief Legal and Compliance Officer

 

2010

 

 

 

 

 

 

 

Joseph H. Timko

 

50

 

Executive Vice President and Chief Strategy and Innovation Officer

 

2010

 

 

 

 

 

 

 

Johnna G. Torsone

 

60

 

Executive Vice President and Chief Human Resources Officer

 

1993

There is no family relationship among the above officers. All of the officers have served in various corporate, division or subsidiary positions with the Company for at least the past five years except as described below:

Mr. Goldstein re-joined the Company in October 2010 as Executive Vice President and Chief Legal and Compliance Officer. From September 2008 until October 2010, Mr. Goldstein served as the Senior Vice President and General Counsel for GAF Materials Corporation and International Specialty Products, ISP Materials, a group of privately held, commonly owned companies in the building materials, chemicals and mining industries. Mr. Goldstein originally joined Pitney Bowes in 1999 as Associate General Counsel and was appointed Vice President, Deputy General Counsel in 2005.

Mr. Timko joined the Company in February 2010 as Executive Vice President and Chief Strategy and Innovation Officer. Prior to joining the Company, Mr. Timko was a partner in the technology / telecom and industrial sector practice at McKinsey & Company.

Ms. O’Meara joined the Company in June 2008 as Executive Vice President and Chief Legal and Compliance Officer. In July 2010, Ms. O’Meara became Executive Vice President and President, Pitney Bowes Management Services & Government and Postal Affairs, relinquishing her responsibilities as the Chief Legal and Compliance Officer. Prior to joining the Company, she was President - U.S. Supply Chain Solutions for Ryder System, Inc., a leading transportation and supply chain solutions company. Ms. O’Meara joined Ryder System, Inc. as Executive Vice President and General Counsel in June 1997.

30


ITEM 11. – EXECUTIVE COMPENSATION

The sections entitled “Directors’ Compensation,” “Compensation Discussion and Analysis”, and “Executive Compensation Tables and Related Narrative” of our Definitive Proxy Statement to be filed with the Commission on or before March 31, 2011 in connection with our 2011 Annual Meeting of Stockholders are incorporated herein by reference.

 

 

ITEM 12. –

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION TABLE

The following table provides information as of December 31, 2010 regarding the number of shares of common stock that may be issued under our equity compensation plans.

 

 

 

 

 

 

 

 

 

 

 

Plan Category

 

(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)

 


 


 


 


 

Equity compensation plans approved by security holders

 

 

16,143,764

 

$

36.18

 

 

17,458,044

 

Equity compensation plans not approved by security holders

 

 

 

 

 

 

 

 

 



 



 



 

Total

 

 

16,143,764

 

$

36.18

 

 

17,458,044

 

 

 



 



 



 

The sections entitled “Security Ownership of Directors and Executive Officers” and “Beneficial Ownership” of our Definitive Proxy Statement to be filed with the Commission on or before March 31, 2011 in connection with our 2011 Annual Meeting of Stockholders are incorporated herein by reference.

ITEM 13. – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The sections entitled “Corporate Governance” and “Certain Relationships and Related-Person Transactions” of our Definitive Proxy Statement to be filed with the Commission on or before March 31, 2011 in connection with our 2011 Annual Meeting of Stockholders are incorporated herein by reference.

ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The section entitled “Principal Accountant Fees and Services” of our Definitive Proxy Statement to be filed with the Commission on or before March 31, 2011 in connection with our 2011 Annual Meeting of Stockholders is incorporated herein by reference.

31


PART IV

ITEM 15. – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

(a)

1.

Financial statements - see Item 8 on page 29 and “Index to Consolidated Financial Statements and Supplemental Data” on page 36 of this
Form 10-K.

 

 

2.

Financial statement schedules - see “Index to Consolidated Financial Statements and Supplemental Data” on page 36 of this Form 10-K.

 

 

3.

Exhibits (numbered in accordance with Item 601 of Regulation S-K).


 

 

 

 

 

Reg. S-K
exhibits

 

Description

 

Status or incorporation by reference






(3)(a)

 

Restated Certificate of Incorporation, as amended

 

Incorporated by reference to Exhibit (3) to Form 10-Q as filed with the Commission on August 14, 1996. (Commission file number 1-3579)

 

 

 

 

 

(a.1)

 

Certificate of Amendment to the Restated Certificate of Incorporation (as amended May 29, 1996)

 

Incorporated by reference to Exhibit (a.1) to Form 10-K as filed with the Commission on March 27, 1998. (Commission file number 1-3579)

 

 

 

 

 

(a.2)

 

Certificate of Amendment to the Restated Certificate of Incorporation (as amended March 27, 1998)

 

Incorporated by reference to Exhibit (3)(a.2) to Form 8-K as filed with the Commission on May 12, 2010. (Commission file number 1-3579)

 

 

 

 

 

(b)

 

Pitney Bowes Inc. Amended and Restated By-laws

 

Incorporated by reference to Exhibit (3)(ii) to Form 10-Q as filed with the Commission on August 6, 2007. (Commission file number 1-3579)

 

 

 

 

 

(b.1)

 

Amendment to the Pitney Bowes Inc. Amended and Restated By-laws (effective as of May 10, 2010)

 

Incorporated by reference to Exhibit (3)(b.1) to Form 8-K as filed with the Commission on May 12, 2010. (Commission file number 1-3579)

 

 

 

 

 

(4)(a)

 

Form of Indenture between the Company and SunTrust Bank, as Trustee

 

Incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 (No. 333-72304) as filed with the Commission on October 26, 2001.

 

 

 

 

 

(b)

 

Supplemental Indenture No. 1 dated April 18, 2003 between the Company and SunTrust Bank, as Trustee

 

Incorporated by reference to Exhibit 4.1 to Form 8-K as filed with the Commission on August 18, 2004.

 

 

 

 

 

(c)

 

Form of Indenture between the Company and Citibank, N.A., as Trustee, dated as of February 14, 2005

 

Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3ASR (No. 333-151753) as filed with the Commission on June 18, 2008.

 

 

 

 

 

(d)

 

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

 

Incorporated by reference to Exhibit 4.1 to Form 8-K as filed with the Commission on October 24, 2007. (Commission file number 1-3579)

 

 

 

 

 

(e)

 

Pitney Bowes Inc. Global Medium-Term Note (Fixed Rate), issue date March 7, 2008

 

Incorporated by reference to Exhibit 4(d)(1) to Form 8-K as filed with the Commission on March 7, 2008. (Commission file number 1-3579)

32


The Company has outstanding certain other long-term indebtedness. Such long-term indebtedness does not exceed 10% of the total assets of the Company; therefore, copies of instruments defining the rights of holders of such indebtedness are not included as exhibits. The Company agrees to furnish copies of such instruments to the SEC upon request.

Executive Compensation Plans:

 

 

 

 

 

(10)(a)

 

Retirement Plan for Directors of Pitney Bowes Inc.

 

Incorporated by reference to Exhibit (10a) to Form 10-K as filed with the Commission on March 30, 1993. (Commission file number 1-3579)

 

 

 

 

 

(b)

 

Pitney Bowes Inc. Directors’ Stock Plan (as amended and restated 1999)

 

Incorporated by reference to Exhibit (i) to Form 10-K as filed with the Commission on March 30, 2000. (Commission file number 1-3579)

 

 

 

 

 

(b.1)

 

Pitney Bowes Inc. Directors’ Stock Plan (Amendment No. 1, effective as of May 12, 2003)

 

Incorporated by reference to Exhibit (10) to Form 10-Q as filed with the Commission on August 11, 2003. (Commission file number 1-3579)

 

 

 

 

 

(b.2)

 

Pitney Bowes Inc. Directors’ Stock Plan (Amendment No. 2 effective as of May 1, 2007)

 

Incorporated by reference to Exhibit (10.(b.2)) to Form 10-K as filed with the Commission on March 1, 2007 (Commission file number 1-3579)

 

 

 

 

 

(c)

 

Pitney Bowes 1991 Stock Plan (as amended and restated)

 

Incorporated by reference to Exhibit (10) to Form 10-Q as filed with the Commission on May 14, 1998. (Commission file number 1-3579)

 

 

 

 

 

(c.1)

 

Pitney Bowes 1998 Stock Plan (as amended and restated)

 

Incorporated by reference to Exhibit (ii) to Form 10-K as filed with the Commission on March 30, 2000. (Commission file number 1-3579)

 

 

 

 

 

(c.2)

 

Pitney Bowes Stock Plan (as amended and restated as of January 1, 2002)

 

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)

 

 

 

 

 

(c.3)

 

Pitney Bowes Inc. 2007 Stock Plan (as amended November 7, 2009)

 

Incorporated by reference to Exhibit (v) to Form 10-K as filed with the Commission on February 26, 2010. (Commission file number 1-3579)

 

 

 

 

 

(d)

 

Pitney Bowes Inc. Key Employees’ Incentive Plan (as amended and restated October 1, 2007)(as amended November 7, 2009)

 

Incorporated by reference to Exhibit (iv) to Form 10-K as filed with the Commission on February 26, 2010. (Commission file number 1-3579)

 

 

 

 

 

(e)

 

Pitney Bowes Severance Plan (as amended, and restated effective January 1, 2008)

 

Incorporated by reference to Exhibit (10)(e) to Form 10-K as filed with the Commission on February 29, 2008. (Commission file number 1-3579)

 

 

 

 

 

(f)

 

Pitney Bowes Senior Executive Severance Policy (amended and restated as of January 1, 2008)

 

Incorporated by reference to Exhibit (10)(f) to Form 10-K as filed with the Commission on February 29, 2008. (Commission file number 1-3579)

 

 

 

 

 

(g)

 

Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors, as amended and restated effective January 1, 2009

 

Incorporated by reference to Exhibit 10(g) to Form 10-K as filed with the Commission on February 26, 2009. (Commission file number 1-3579

 

 

 

 

 

(h)

 

Pitney Bowes Inc. Deferred Incentive Savings Plan as amended and restated effective January 1, 2009

 

Incorporated by reference to Exhibit 10(h) to Form 10-k as filed with the Commission on February 26, 2009. (Commission file number 1-3579)

 

 

 

 

 

(i)

 

Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan

 

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)

 

 

 

 

 

(j)

 

Form of Equity Compensation Grant Letter

 

Incorporated by reference to Exhibit (10)(n) to Form 10-Q as filed with the Commission on May 4, 2006. (Commission file number 1-3579)

 

 

 

 

 

(k)

 

Form of Performance Award

 

Incorporated by reference to Exhibit (10) to Form 10-Q as filed with the Commission on August 5, 2009. (Commission file number 1-3579)

33



 

 

 

 

 

(l)

 

Form of Long Term Incentive Award Agreement

 

Incorporated by reference to Exhibit (10) to Form 10-Q as filed with the Commission on November 6, 2009. (Commission file number 1-3579)

 

 

 

 

 

(m)

 

Service Agreement between Pitney Bowes Limited and Patrick S. Keddy dated January 29, 2003

 

Incorporated by reference to Exhibit 10.2 to Form 8-K as filed with the Commission on February 17, 2006. (Commission file number 1-3579)

 

 

 

 

 

(n)

 

Separation Agreement and General Release dated April 14, 2008 by and between Pitney Bowes Inc. and Bruce P. Nolop

 

Incorporated by reference to Exhibit 10.1 to Form 8-K as filed with the Commission on April 15, 2008. (Commission file number 1-3579)

 

 

 

 

 

(o)

 

Compensation arrangement for Vicki O’Meara dated June 1, 2010

 

Incorporated by reference to Exhibit 10(a) to Form 10-Q as filed with the Commission on August 5, 2010. (Commission file number 1-3579)

 

 

 

 

 

(p)

 

Separation (Compromise) Agreement dated December 30, 2010, by and between Patrick Keddy and Pitney Bowes Limited

 

Exhibit (iv)

Other:

 

 

 

 

 

(q)

 

Amended and Restated Credit Agreement dated May 19, 2006 between the Company and JPMorgan Chase Bank, N.A., as Administrative Agent

 

Incorporated by reference to Exhibit 10.1 to Form 8-K as filed with the Commission on May 24, 2006. (Commission file number 1-3579)

 

 

 

 

 

(12)

 

Computation of ratio of earnings to fixed charges

 

Exhibit (i)

 

 

 

 

 

(21)

 

Subsidiaries of the registrant

 

Exhibit (ii)

 

 

 

 

 

(23)

 

Consent of experts and counsel

 

Exhibit (iii)

 

 

 

 

 

(31.1)

 

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

 

Exhibit 31.1

 

 

 

 

 

(31.2)

 

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

 

Exhibit 31.2

 

 

 

 

 

(32.1)

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

 

Exhibit 32.1

 

 

 

 

 

(32.2)

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

Exhibit 32.2

34


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 25, 2011

 

 

PITNEY BOWES INC.


 

 


 

 

 

Registrant


 

 

 

 

 

By: 

/s/ Murray D. Martin

 

 

 


 

  Murray D. Martin

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

 

 

Signature

 

Title

 

Date


 


 


 

 

 

 

 

/s/ Murray D. Martin

 

Chairman, President and Chief Executive Officer Director

 

February 25, 2011


 

 

 

 

Murray D. Martin

 

 

 

 

 

 

 

 

 

/s/ Michael Monahan

 

Executive Vice President and Chief Financial Officer

 

February 25, 2011


 

(Principal Financial Officer)

 

 

Michael Monahan

 

 

 

 

 

 

 

 

 

/s/ Steven J. Green

 

Vice President–Finance and Chief Accounting

 

February 25, 2011


 

Officer (Principal Accounting Officer)

 

 

Steven J. Green

 

 

 

 

 

 

 

 

 

/s/ Rodney C. Adkins

 

Director

 

February 25, 2011


 

 

 

 

Rodney C. Adkins

 

 

 

 

 

 

 

 

 

/s/ Linda G. Alvarado

 

Director

 

February 25, 2011


 

 

 

 

Linda G. Alvarado

 

 

 

 

 

 

 

 

 

/s/ Anne M. Busquet

 

Director

 

February 25, 2011


 

 

 

 

Anne M. Busquet

 

 

 

 

 

 

 

 

 

/s/ Anne Sutherland Fuchs

 

Director

 

February 25, 2011


 

 

 

 

Anne Sutherland Fuchs

 

 

 

 

 

 

 

 

 

/s/ Ernie Green

 

Director

 

February 25, 2011


 

 

 

 

Ernie Green

 

 

 

 

 

 

 

 

 

/s/ James H. Keyes

 

Director

 

February 25, 2011


 

 

 

 

James H. Keyes

 

 

 

 

 

 

 

 

 

/s/ Eduardo R. Menascé

 

Director

 

February 25, 2011


 

 

 

 

Eduardo R. Menascé

 

 

 

 

 

 

 

 

 

/s/ Michael I. Roth

 

Director

 

February 25, 2011


 

 

 

 

Michael I. Roth

 

 

 

 

 

 

 

 

 

/s/ David L. Shedlarz

 

Director

 

February 25, 2011


 

 

 

 

David L. Shedlarz

 

 

 

 

 

 

 

 

 

/s/ David B. Snow, Jr.

 

Director

 

February 25, 2011


 

 

 

 

David B. Snow, Jr.

 

 

 

 

 

 

 

 

 

/s/ Robert E. Weissman

 

Director

 

February 25, 2011


 

 

 

 

Robert E. Weissman

 

 

 

 


35


PITNEY BOWES INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

 

 

 

 

PAGE

 

 


Report of Independent Registered Public Accounting Firm

 

37

Consolidated Financial Statements of Pitney Bowes, Inc.

 

 

Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008

 

38

Consolidated Balance Sheets as of December 31, 2010 and 2009

 

39

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008

 

40

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2010, 2009 and 2008

 

41

Notes to Consolidated Financial Statements

 

42

Financial Statement Schedule

 

 

Schedule II –Valuation and Qualifying Accounts and Reserves

 

97

36


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Pitney Bowes Inc.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Pitney Bowes Inc. and its subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 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, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 25, 2011

37


PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 


 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

Revenue:

 

 

 

 

 

 

 

 

 

 

Equipment sales

 

$

1,030,416

 

$

1,006,542

 

$

1,252,058

 

Supplies

 

 

318,430

 

 

336,239

 

 

392,414

 

Software

 

 

382,366

 

 

365,185

 

 

424,296

 

Rentals

 

 

600,759

 

 

647,432

 

 

728,160

 

Financing

 

 

637,948

 

 

694,444

 

 

772,711

 

Support services

 

 

711,519

 

 

714,429

 

 

768,424

 

Business services

 

 

1,743,816

 

 

1,804,900

 

 

1,924,242

 

 

 



 



 



 

Total revenue

 

 

5,425,254

 

 

5,569,171

 

 

6,262,305

 

 

 



 



 



 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

Cost of equipment sales

 

 

476,390

 

 

455,976

 

 

574,201

 

Cost of supplies

 

 

97,172

 

 

93,660

 

 

103,870

 

Cost of software

 

 

86,159

 

 

82,241

 

 

101,357

 

Cost of rentals

 

 

141,465

 

 

158,881

 

 

153,831

 

Financing interest expense

 

 

88,292

 

 

97,586

 

 

110,136

 

Cost of support services

 

 

451,609

 

 

467,279

 

 

536,974

 

Cost of business services

 

 

1,337,236

 

 

1,382,401

 

 

1,485,703

 

Selling, general and administrative

 

 

1,760,677

 

 

1,800,714

 

 

1,970,868

 

Research and development

 

 

156,371

 

 

182,191

 

 

205,620

 

Restructuring charges and asset impairments

 

 

182,274

 

 

48,746

 

 

200,254

 

Other interest expense

 

 

115,619

 

 

111,269

 

 

119,207

 

Interest income

 

 

(2,587

)

 

(4,949

)

 

(12,893

)

 

 



 



 



 

Total costs and expenses

 

 

4,890,677

 

 

4,875,995

 

 

5,549,128

 

 

 



 



 



 

Income from continuing operations before income taxes

 

 

534,577

 

 

693,176

 

 

713,177

 

Provision for income taxes

 

 

205,770

 

 

240,154

 

 

244,929

 

 

 



 



 



 

Income from continuing operations

 

 

328,807

 

 

453,022

 

 

468,248

 

Loss from discontinued operations, net of income tax

 

 

(18,104

)

 

(8,109

)

 

(27,700

)

 

 



 



 



 

Net income before attribution of noncontrolling interests

 

 

310,703

 

 

444,913

 

 

440,548

 

Less: Preferred stock dividends of subsidiaries attributable to noncontrolling interests

 

 

18,324

 

 

21,468

 

 

20,755

 

 

 



 



 



 

Net income

 

$

292,379

 

$

423,445

 

$

419,793

 

 

 



 



 



 

Amounts attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

310,483

 

$

431,554

 

$

447,493

 

Loss from discontinued operations

 

 

(18,104

)

 

(8,109

)

 

(27,700

)

 

 



 



 



 

Net income

 

$

292,379

 

$

423,445

 

$

419,793

 

 

 



 



 



 

Basic earnings per share attributable to common stockholders (1):

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.51

 

$

2.09

 

$

2.15

 

Discontinued operations

 

 

(0.09

)

 

(0.04

)

 

(0.13

)

 

 



 



 



 

Net income

 

$

1.42

 

$

2.05

 

$

2.01

 

 

 



 



 



 

Diluted earnings per share attributable to common stockholders (1):

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.50

 

$

2.08

 

$

2.13

 

Discontinued operations

 

 

(0.09

)

 

(0.04

)

 

(0.13

)

 

 



 



 



 

Net income

 

$

1.41

 

$

2.04

 

$

2.00

 

 

 



 



 



 


 

 

(1)

The sum of the earnings per share amounts may not equal the totals due to rounding.


See Notes to Consolidated Financial Statements

38


PITNEY BOWES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

December 31, 2009

 

 

 


 


 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

484,363

 

$

412,737

 

Short-term investments

 

 

30,609

 

 

14,682

 

 

 

 

 

 

 

 

 

Accounts receivables, gross

 

 

824,015

 

 

859,633

 

Allowance for doubtful accounts receivables

 

 

(31,880

)

 

(42,781

)

 

 



 



 

Accounts receivables, net

 

 

792,135

 

 

816,852

 

 

 

 

 

 

 

 

 

Finance receivables

 

 

1,370,305

 

 

1,417,708

 

Allowance for credit losses

 

 

(48,709

)

 

(46,790

)

 

 



 



 

Finance receivables, net

 

 

1,321,596

 

 

1,370,918

 

 

 

 

 

 

 

 

 

Inventories

 

 

168,967

 

 

156,502

 

Current income taxes

 

 

103,542

 

 

101,248

 

Other current assets and prepayments

 

 

107,029

 

 

98,297

 

 

 



 



 

Total current assets

 

 

3,008,241

 

 

2,971,236

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

426,501

 

 

514,904

 

Rental property and equipment, net

 

 

300,170

 

 

360,207

 

 

 

 

 

 

 

 

 

Finance receivables

 

 

1,265,220

 

 

1,380,810

 

Allowance for credit losses

 

 

(20,721

)

 

(25,368

)

 

 



 



 

Finance receivables, net

 

 

1,244,499

 

 

1,355,442

 

 

 

 

 

 

 

 

 

Investment in leveraged leases

 

 

251,006

 

 

233,359

 

Goodwill

 

 

2,306,793

 

 

2,286,904

 

Intangible assets, net

 

 

297,443

 

 

316,417

 

Non-current income taxes

 

 

130,601

 

 

145,388

 

Other assets

 

 

478,769

 

 

387,182

 

 

 



 



 

Total assets

 

$

8,444,023

 

$

8,571,039

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

1,825,261

 

$

1,748,254

 

Current income taxes

 

 

192,924

 

 

144,385

 

Notes payable and current portion of long-term obligations

 

 

53,494

 

 

226,022

 

Advance billings

 

 

481,900

 

 

447,786

 

 

 



 



 

Total current liabilities

 

 

2,553,579

 

 

2,566,447

 

 

 

 

 

 

 

 

 

Deferred taxes on income

 

 

261,118

 

 

347,402

 

Tax uncertainties and other income tax liabilities

 

 

536,531

 

 

525,253

 

Long-term debt

 

 

4,239,248

 

 

4,213,640

 

Other non-current liabilities

 

 

653,758

 

 

625,079

 

 

 



 



 

Total liabilities

 

 

8,244,234

 

 

8,277,821

 

 

 



 



 

 

 

 

 

 

 

 

 

Noncontrolling interests (Preferred stockholders’ equity in subsidiaries)

 

 

296,370

 

 

296,370

 

Commitments and contingencies (See Note 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

Cumulative preferred stock, $50 par value, 4% convertible

 

 

4

 

 

4

 

Cumulative preference stock, no par value, $2.12 convertible

 

 

752

 

 

868

 

Common stock, $1 par value (480,000,000 shares authorized; 323,337,912 shares issued)

 

 

323,338

 

 

323,338

 

Additional paid-in capital

 

 

250,928

 

 

256,133

 

Retained earnings

 

 

4,282,316

 

 

4,291,393

 

Accumulated other comprehensive loss

 

 

(473,806

)

 

(459,792

)

Treasury stock, at cost (119,906,910 and 116,140,084 shares, respectively)

 

 

(4,480,113

)

 

(4,415,096

)

 

 



 



 

Total Pitney Bowes Inc. stockholders’ deficit

 

 

(96,581

)

 

(3,152

)

 

 



 



 

Total liabilities, noncontrolling interests and stockholders’ deficit

 

$

8,444,023

 

$

8,571,039

 

 

 



 



 

See Notes to Consolidated Financial Statements

39


PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended December 31,

 

 

 


 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Net income before attribution of noncontrolling interests

 

$

310,703

 

$

444,913

 

$

440,548

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Restructuring charges and asset impairments, net of tax

 

 

122,893

 

 

31,782

 

 

144,211

 

Restructuring payments

 

 

(119,565

)

 

(105,090

)

 

(102,680

)

Proceeds (payments) for settlement of derivative instruments

 

 

31,774

 

 

(20,281

)

 

43,991

 

Depreciation and amortization

 

 

303,653

 

 

338,895

 

 

379,117

 

Stock-based compensation

 

 

20,111

 

 

22,523

 

 

26,402

 

Special pension plan contributions

 

 

 

 

(125,000

)

 

 

Changes in operating assets and liabilities, excluding effects of acquisitions:

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in accounts receivables

 

 

43,204

 

 

84,182

 

 

(23,690

)

(Increase) decrease in finance receivables

 

 

180,352

 

 

206,823

 

 

24,387

 

(Increase) decrease in inventories

 

 

(11,913

)

 

12,187

 

 

2,018

 

(Increase) decrease in prepaid, deferred expense and other assets

 

 

(8,658

)

 

(15,036

)

 

6,001

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

28,766

 

 

(127,256

)

 

(76,880

)

Increase (decrease) in current and non-current income taxes

 

 

30,211

 

 

85,632

 

 

122,480

 

Increase (decrease) in advance billings

 

 

11,430

 

 

(2,744

)

 

2,051

 

Increase (decrease) in other operating capital, net

 

 

9,150

 

 

(7,462

)

 

21,459

 

 

 



 



 



 

Net cash provided by operating activities

 

 

952,111

 

 

824,068

 

 

1,009,415

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

Short-term and other investments

 

 

(122,464

)

 

(8,362

)

 

35,652

 

Proceeds from the sale of a facility

 

 

12,595

 

 

 

 

 

Capital expenditures

 

 

(119,768

)

 

(166,728

)

 

(237,308

)

Net investment in external financing

 

 

(4,718

)

 

1,456

 

 

1,868

 

Acquisitions, net of cash acquired

 

 

(77,537

)

 

 

 

(67,689

)

Reserve account deposits

 

 

10,399

 

 

1,664

 

 

33,359

 

 

 



 



 



 

Net cash used in investing activities

 

 

(301,493

)

 

(171,970

)

 

(234,118

)

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

(Decrease) increase in notes payable, net

 

 

(170,794

)

 

(389,666

)

 

205,590

 

Proceeds from long-term obligations

 

 

 

 

297,513

 

 

245,582

 

Principal payments on long-term obligations

 

 

 

 

(150,000

)

 

(576,565

)

Proceeds from issuance of common stock

 

 

11,423

 

 

11,962

 

 

20,154

 

Payments to redeem preferred stock issued by a subsidiary

 

 

 

 

(375,000

)

 

(10,000

)

Proceeds from issuance of preferred stock by a subsidiary

 

 

 

 

296,370

 

 

 

Stock repurchases

 

 

(100,000

)

 

 

 

(333,231

)

Dividends paid to stockholders

 

 

(301,456

)

 

(297,555

)

 

(291,611

)

Dividends paid to noncontrolling interests

 

 

(19,141

)

 

(19,485

)

 

(20,755

)

 

 



 



 



 

Net cash used in financing activities

 

 

(579,968

)

 

(625,861

)

 

(760,836

)

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

976

 

 

9,829

 

 

(14,966

)

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

71,626

 

 

36,066

 

 

(505

)

Cash and cash equivalents at beginning of period

 

 

412,737

 

 

376,671

 

 

377,176

 

 

 



 



 



 

Cash and cash equivalents at end of period

 

$

484,363

 

$

412,737

 

$

376,671

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Cash interest paid

 

$

191,880

 

$

195,256

 

$

235,816

 

 

 



 



 



 

Cash income taxes paid, net

 

$

231,550

 

$

197,925

 

$

164,354

 

 

 



 



 



 

See Notes to Consolidated Financial Statements

40


PITNEY BOWES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred
stock

 

Preference
stock

 

Common
stock

 

Additional
paid-in capital

 

Comprehensive
income (loss)

 

Retained
earnings

 

Accumulated
other
comprehensive
(loss) income

 

Treasury
stock

 

 

 


 


 


 


 


 


 


 


 

Balance, December 31, 2007

 

$

7

 

$

1,003

 

$

323,338

 

$

252,185

 

 

 

 

$

4,051,722

 

$

88,656

 

$

(4,155,642

)

Tax adjustment (see Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,401

)

 

(2,414

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 



 

 

 

 

Adjusted balances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,037,321

 

 

86,242

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

419,793

 

 

419,793

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(305,452

)

 

 

 

 

(305,452

)

 

 

Net unrealized loss on derivative instruments, net of tax of ($12.4) million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,670

)

 

 

 

 

(18,670

)

 

 

Net unrealized gain on investment securities, net of tax of $0.4 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

580

 

 

 

 

 

580

 

 

 

Net unamortized loss on pension and postretirement plans, net of tax of ($216.1) million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(375,544

)

 

 

 

 

(375,544

)

 

 

 

Amortization of pension and postretirement costs, net of tax of $8.6 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,089

 

 

 

 

 

14,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(265,204

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Cash dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77

)

 

 

 

 

 

Common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(291,534

)

 

 

 

 

 

Issuances of common stock

 

 

 

 

 

 

 

 

 

 

 

(11,573

)

 

 

 

 

 

 

 

 

 

 

34,268

 

Conversions to common stock

 

 

 

 

 

(27

)

 

 

 

 

(609

)

 

 

 

 

 

 

 

 

 

 

636

 

Pre-tax stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

26,402

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to additional paid in capital, tax effect from share-based compensation

 

 

 

 

 

 

 

 

 

 

 

(7,099

)

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(333,231

)

 

 



 



 



 



 

 

 

 



 



 



 

Balance, December 31, 2008

 

 

7

 

 

976

 

 

323,338

 

 

259,306

 

 

 

 

 

4,165,503

 

 

(598,755

)

 

(4,453,969

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

423,445

 

 

423,445

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

119,820

 

 

 

 

 

119,820

 

 

 

Net unrealized gain on derivative instruments, net of tax of $4.9 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,214

 

 

 

 

 

7,214

 

 

 

Net unrealized loss on investment securities, net of tax of ($0.1) million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(283

)

 

 

 

 

(283

)

 

 

Net unamortized loss on pension and postretirement plans, net of tax of $8.4 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,116

)

 

 

 

 

(5,116

)

 

 

Amortization of pension and postretirement costs, net of tax of $10.6 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,328

 

 

 

 

 

17,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

562,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Cash dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(72

)

 

 

 

 

 

Common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(297,483

)

 

 

 

 

 

Issuances of common stock

 

 

 

 

 

 

 

 

 

 

 

(22,017

)

 

 

 

 

 

 

 

 

 

 

36,419

 

Conversions to common stock

 

 

(3

)

 

(108

)

 

 

 

 

(2,343

)

 

 

 

 

 

 

 

 

 

 

2,454

 

Pre-tax stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

21,761

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to additional paid in capital, tax effect from share-based compensation

 

 

 

 

 

 

 

 

 

 

 

(574

)

 

 

 

 

 

 

 

 

 

 

 

 

 



 



 



 



 

 

 

 



 



 



 

Balance, December 31, 2009

 

 

4

 

 

868

 

 

323,338

 

 

256,133

 

 

 

 

 

4,291,393

 

 

(459,792

)

 

(4,415,096

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

292,379

 

 

292,379

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,685

)

 

 

 

 

(15,685

)

 

 

Net unrealized gain on derivative instruments, net of tax of $0.8 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,293

 

 

 

 

 

1,293

 

 

 

Net unrealized loss on investment securities, net of tax of $0.5 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

790

 

 

 

 

 

790

 

 

 

Net unamortized loss on pension and postretirement plans, net of tax of $(17.2) million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,710

)

 

 

 

 

(28,710

)

 

 

Amortization of pension and postretirement costs, net of tax of $16.0 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,298

 

 

 

 

 

28,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

278,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Cash dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

 

 

 

 

 

Common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(301,391

)

 

 

 

 

 

Issuances of common stock

 

 

 

 

 

 

 

 

 

 

 

(24,039

)

 

 

 

 

 

 

 

 

 

 

33,249 

 

Conversions to common stock

 

 

 

 

 

(116

)

 

 

 

 

(1,618

)

 

 

 

 

 

 

 

 

 

 

1,734 

 

Pre-tax stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

20,452

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to additional paid in capital, tax effect from share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(100,000

)

 

 



 



 



 



 

 

 

 



 



 



 

Balance, December 31, 2010

 

$

4

 

$

752

 

$

323,338

 

$

250,928

 

 

 

 

$

4,282,316

 

$

(473,806

)

$

(4,480,113

)

 

 



 



 



 



 

 

 

 



 



 



 


See Notes to Consolidated Financial Statements

41


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

We are a provider of mail processing equipment and integrated mail solutions to organizations of all sizes. We offer a full suite of equipment, supplies, software, services and solutions for managing and integrating physical and digital communication channels. We conduct our business activities in seven reporting segments within two business groups: Small & Medium Business Solutions and Enterprise Business Solutions. See Note 18 for information regarding our reportable segments.

Basis of Presentation and Consolidation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Operating results of acquired companies are included in the consolidated financial statements from the date of acquisition. Intercompany transactions and balances have been eliminated..

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses that are reported in the consolidated financial statements and accompanying disclosures, including the disclosure of contingent assets and liabilities. These estimates are based on our best knowledge of current events, historical experience, actions that we may undertake in the future, and on various other assumptions that are believed to be reasonable under the circumstances. These estimates include, but are not limited to, allowance for doubtful accounts and credit losses, inventory obsolescence, residual values of leased assets, useful lives of long-lived assets and intangible assets, impairment of goodwill, allocation of purchase price to tangible and intangible assets acquired in business combinations, warranty obligations, restructuring costs, pensions and other postretirement benefits and loss contingencies. As a result, actual results could differ from those estimates and assumptions.

Cash Equivalents and Investments

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the date of purchase. Short-term investments include highly liquid investments with maturities of greater than three months but less than one year from the reporting date. Investments with maturities greater than one year from the reporting date are recorded as Other assets. Our investments are predominantly classified as available-for-sale.

Accounts Receivable and Allowance for Doubtful Accounts

We estimate our accounts receivable risks and provide allowances for doubtful accounts accordingly. We believe that our credit risk for accounts receivable is limited because of our large number of customers, small account balances for most of our customers and customer geographic and industry diversification. We evaluate the adequacy of the allowance for doubtful accounts based on our historical loss experience, length of time receivables are past due, adverse situations that may affect a customer’s ability to pay and prevailing economic conditions, and make adjustments to our actual aggregate reserve as necessary. This evaluation is inherently subjective and actual results may differ significantly from estimated reserves.

Finance Receivables and Allowance for Credit Losses

Finance receivables are predominantly from the sales of products and are composed of sales-type lease receivables and unsecured revolving loan receivables. We estimate our finance receivables risks and provide allowances for credit losses accordingly. We establish credit approval limits based on the credit quality of the customer and the type of equipment financed. Finance receivables are written-off against the allowance for credit losses after collection efforts are exhausted and we deem the account uncollectible. We believe that our concentration of credit risk for finance receivables is limited because of our large number of customers, small account balances and customer geographic and industry diversification.

Our general policy is to discontinue revenue recognition for lease receivables that are delinquent more than 120 days, and to discontinue revenue recognition on unsecured loan receivables that are delinquent for more than 90 days. We resume revenue recognition when customer payments reduce the account balance aging to 60 days or less past due.

We evaluate the adequacy of the allowance for credit losses based on our historical loss experience, the nature and volume of the portfolios, adverse situations that may affect a customer’s ability to pay and prevailing economic conditions, and make adjustments to

42


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

our actual aggregate reserve as necessary. This evaluation is inherently subjective and actual results may differ significantly from estimated reserves. See Note 17 for further information.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on the last-in, first-out (LIFO) basis for most U.S. inventories, and on the first-in, first-out (FIFO) basis for most non-U.S. inventories.

Fixed Assets and Depreciation

Property, plant and equipment and rental equipment are stated at cost and depreciated principally using the straight-line method over their estimated useful lives. The estimated useful lives of depreciable fixed assets are as follows: buildings, up to 50 years; plant and equipment, three to 15 years; and computer equipment, three to five years. Major improvements which add to productive capacity or extend the life of an asset are capitalized while repairs and maintenance are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the estimated useful life or their related lease term.

Fully depreciated assets are retained in fixed assets and accumulated depreciation until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in earnings.

Software Development Costs

We capitalize certain costs of software developed for internal use in accordance with the internal-use software accounting guidance. Capitalized costs include purchased materials and services, payroll and payroll-related costs and interest costs. The cost of internally developed software is amortized on a straight-line basis over its estimated useful life, principally three to 10 years.

Costs incurred for the development of software to be sold, leased, or otherwise marketed are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to the public. Capitalized software development costs include purchased materials and services, and payroll and payroll-related costs attributable to programmers, software engineers, quality control and field certifiers. Capitalized software development costs are amortized over the product’s estimated useful life, principally three to five years, generally on a straight-line basis. Other assets on our Consolidated Balance Sheets include $19.9 million and $23.2 million of capitalized software development costs at December 31, 2010 and 2009, respectively. The Consolidated Statements of Income include the related amortization expense of $8.0 million, $10.4 million and $6.1 million for the years ended December 31, 2010, 2009, and 2008, respectively. Total software development costs capitalized in 2010 and 2009 were $6.3 million and $9.2 million, respectively.

Research and Development Costs

Research and product development costs are expensed as incurred. These costs primarily include personnel-related costs.

Business Combinations

We account for business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The fair value of intangible assets is estimated using a cost, market or income approach. Goodwill represents the excess of the purchase price over the estimated fair values of net tangible and intangible assets acquired. Finite-lived intangible assets are amortized over their estimated useful lives, principally three to 15 years, using either the straight-line method or an accelerated attrition method.

Impairment Review for Long-lived Assets

Long-lived assets are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of the impaired asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate.

Impairment Review for Goodwill and Intangible Assets

Goodwill is tested annually for impairment, or sooner when circumstances indicate an impairment may exist, at the reporting unit level. A reporting unit is the operating segment, or a business, which is one level below that operating segment. Reporting units are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is tested for impairment using a two-step

43


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

approach. In the first step, the fair value of each reporting unit is determined. If the fair value of a reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination, and as if 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 is less than the carrying value, an impairment loss is recognized for that excess. The fair values of our reporting units are determined based on a combination of various techniques, including the present value of future cash flows, multiples of competitors and multiples from sales of like businesses.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of impaired asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals as appropriate.

Retirement Plans

Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized over the estimated future working life of the plan participants and will therefore affect future pension expense. Net pension expense includes current service costs, interest costs and returns on plan assets. We also base net pension expense primarily on a market related valuation of plan assets. Under this approach, differences between the actual and expected return on plan assets are recognized over a five-year period. We recognize the overfunded or underfunded status of pension and other postretirement benefit plans on the Consolidated Balance Sheets. Gains and losses, prior service costs and credits, and any remaining transition amounts that have not yet been recognized in net periodic benefit costs are recognized in accumulated other comprehensive income, net of tax, until they are amortized as a component of net periodic benefit cost. We use a measurement date of December 31 for all of our retirement plans. See Note 19 for further details.

During 2009, the Board of Directors approved and adopted a resolution amending both U.S. pension plans, the Pitney Bowes Pension Plan and the Pitney Bowes Pension Restoration Plan, to provide that benefit accruals as of December 31, 2014, will be determined and frozen and no future benefit accruals under the plans will occur after that date. See Note 19 to the Consolidated Financial Statements for further details.

Stock-based Compensation

We measure compensation cost for stock-based awards exchanged for employee service at grant date, based on the estimated fair value of the award, and recognize the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes valuation model. See Note 12 for further details.

We record deferred tax assets for awards that will result in deductions on our income tax returns, based on the amount of compensation cost recognized and our statutory tax rate in the jurisdiction in which we will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported in our income tax return are recorded in expense or in capital in excess of par value if the tax deduction exceeds the deferred tax asset or to the extent that previously recognized credits to paid-in-capital are still available if the tax deduction is less than the deferred tax asset.

Revenue Recognition

We derive our revenue from the sale of equipment, supplies, and software, rentals, financing, and support and business services. Certain of our transactions are consummated at the same time. The most common form of these transactions involves the sale or lease of equipment, a meter rental and/or an equipment maintenance agreement. In these cases, revenue is recognized for each of the elements based on their relative fair values in accordance with the revenue recognition accounting guidance. Fair values of any meter rental or equipment maintenance agreement are determined by reference to the prices charged in standalone and renewal transactions. Fair value of equipment is determined based upon the present value of the minimum lease payments. More specifically, revenue related to our offerings is recognized as follows:

44


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

Sales Revenue

Sales of Equipment

We sell equipment to our customers, as well as to distributors and dealers (re-sellers) throughout the world. We recognize revenue from these sales upon the transfer of title, which is generally upon shipment. We recognize revenue from the sale of equipment under sales-type leases as equipment revenue at the inception of the lease. We do not typically offer any rights of return or stock balancing rights. Our sales revenue from customized equipment, mail creation equipment and shipping products is generally recognized when installed.

Embedded Software Sales

We sell equipment with embedded software to our customers. The embedded software is not sold separately, it is not a significant focus of the marketing effort and we do not provide post-contract customer support specific to the software or incur significant costs that are subject to capitalization. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole such that the software revenue recognition accounting guidance is not applicable.

Sales of Supplies

Revenue related to supplies is recognized at the point of title transfer, which is generally upon shipment.

Standalone Software Sales and Integration Services

In accordance with software revenue accounting guidance, 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 collectibility is probable. For software licenses that are included in a lease contract, we recognize revenue upon shipment of the software unless the lease contract specifies that the license expires at the end of the lease or the price of the software is deemed not fixed or determinable based on historical evidence of similar software leases. In these instances, revenue is recognized on a straight-line basis over the term of the lease contract. We recognize revenue from software requiring integration services at the point of customer acceptance. We recognize revenue related to off-the-shelf perpetual software licenses upon transfer of title, which is generally upon shipment.

Rentals Revenue

We rent equipment to our customers, primarily postage meters and mailing equipment, under short-term rental agreements, generally for periods of three months to five years. Rental revenue includes revenue from the subscription for digital meter services. We invoice in advance for postage meter rentals. We defer the billed revenue and include it initially in advance billings. Rental revenue is recognized on a straight-line basis over the term of the rental agreement. We defer certain initial direct costs incurred in consummating a transaction and amortize these costs over the term of the agreement. The initial direct costs are primarily personnel-related costs. Rental property and equipment, net on our Consolidated Balance Sheets include $36.7 million and $45.2 million of these deferred costs at December 31, 2010 and 2009, respectively. The Consolidated Statements of Income include the related amortization expense of $26.6 million, $25.1 million and $27.7 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Financing Revenue

We provide financing to our customers for the purchase of our products. Equipment sales are financed primarily through sales-type leases. We also provide revolving lines of credit to our customers for the purchase of postage and related supplies. Financing revenue includes interest which is earned over the term of the lease or loan and related fees which are recognized as services are provided. When a sales-type lease is consummated, we record the finance receivable, unearned income and estimated residual value of the leased equipment. Residual values are estimated based upon the average expected proceeds to be received at the end of the lease term. We evaluate recorded residual values at least on an annual basis or as circumstances warrant. A reduction in estimated residual values could result in an impairment charge as well as a reduction in future financing income. Unearned income represents the excess of the finance receivable plus the estimated residual value over the sales price of the equipment. We recognize unearned income as financing revenue using the interest method over the lease term.

Support Services Revenue

We provide support services for our equipment primarily through maintenance contracts. Revenue related to these agreements is recognized on a straight-line basis over the term of the agreement, which typically is one to five years in length.

45


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

Business Services Revenue

Business services revenue includes revenue from management services, mail services, and marketing services. Management services, which includes outsourcing of mailrooms, copy centers, or other document management functions, are typically one to five year contracts that contain a monthly service fee and in many cases a “click” charge based on the number of copies made, machines in use, etc. Revenue is recognized over the term of the agreement, based on monthly service charges, with the exception of the “click” charges, which are recognized as earned. Mail services include the preparation, sortation and aggregation of mail to earn postal discounts and expedite delivery and revenue is recognized as the services are provided. Marketing services include direct mail marketing services, and revenue is recognized over the term of the agreement as the services are provided.

Shipping and Handling

We include costs related to shipping and handling in cost of revenues for all periods presented.

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, 2010 and 2009 was not material.

Deferred Marketing Costs

We capitalize certain direct mail, telemarketing, Internet, and retail marketing costs, associated with the acquisition of new customers. These costs are amortized over the expected revenue stream ranging from five to nine years. We review individual marketing programs for impairment on a periodic basis or as circumstances warrant. Other assets on the Consolidated Balance Sheets include deferred marketing costs of $106.3 million and $119.5 million at December 31, 2010 and 2009, respectively. The Consolidated Statements of Income include the related amortization expense of $38.5 million, $43.5 million and $43.1 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Restructuring Charges

Costs associated with exit or disposal activities and restructurings are recognized when the liability is incurred. The cost and related liability for one-time benefit arrangements is recognized when the costs are probable and reasonably estimable. See Note 14 to the Consolidated Financial Statements.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change.

Earnings per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during the year, whereas diluted earnings per share also gives effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares include preference stock, preferred stock, stock option and purchase plan shares.

Translation of Non-U.S. Currency Amounts

Assets and liabilities of subsidiaries operating outside the U.S. are translated at rates in effect at the end of the period and revenue and expenses are translated at average monthly rates during the period. Net deferred translation gains and losses are included in accumulated other comprehensive loss in stockholders’ deficit in the Consolidated Balance Sheets.

Derivative Instruments

In the normal course of business, we are exposed to the impact of changes in interest rates and foreign currency exchange rates. We limit these risks by following established risk management policies and procedures, including the use of derivatives.

46


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

We use derivative instruments to manage the related cost of debt and to limit the effects of foreign exchange rate fluctuations on financial results. Derivative instruments typically consist of forward contracts, interest-rate swaps, and currency swaps depending upon the underlying exposure. We do not use derivatives for trading or speculative purposes. We record our derivative instruments at fair value, and the accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, the resulting designation, and the effectiveness of the instrument in offsetting the risk exposure it is designed to hedge.

To qualify as a hedge, a derivative must be highly effective in offsetting the risk designated for hedging purposes. The hedge relationship must be formally documented at inception, detailing the particular risk management objective and strategy for the hedge. The effectiveness of the hedge relationship is evaluated on a retrospective and prospective basis.

The use of derivative instruments exposes us to counterparty credit risk. To mitigate such risks, we enter into contracts with only those financial institutions that meet stringent credit requirements as set forth in our derivative policy. We regularly review our credit exposure balances as well as the creditworthiness of our counterparties. See Note 13 for additional disclosures on derivative instruments.

New Accounting Pronouncements

In 2010, we adopted guidance that increases disclosures regarding the credit quality of an entity’s financing receivables and its allowance for credit losses. The guidance also requires an entity to disclose credit quality indicators, past due information, and modifications of its financing receivables. The adoption of this guidance resulted in additional disclosures (see Note 17) but did not have an impact on our consolidated financial statements.

In September 2009, new guidance was introduced addressing the accounting for revenue arrangements with multiple elements and certain revenue arrangements that include software. The guidance allows companies to allocate consideration in a multiple element arrangement in a way that better reflects the economics of the transaction and eliminates the residual method. In addition, tangible products that have software components that are “essential to the functionality” of the tangible product will be scoped out of the software revenue guidance. The new guidance will also result in more expansive disclosures. The new guidance became effective on January 1, 2011 and is not expected to have a material impact on our financial position, results of operations or cash flows.

2. Discontinued Operations

The following table shows selected financial information included in discontinued operations for the years ended December 31, 2010, 2009 and 2008:

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

Pre-tax income

 

$

754

 

$

20,624

 

$

 

Tax provision

 

 

(18,858

)

 

(28,733

)

 

(27,700

)

 

 



 



 



 

Loss from discontinued operations, net of tax

 

$

(18,104

)

$

(8,109

)

$

(27,700

)

 

 



 



 



 

The net loss in 2010 primarily relates to the accrual of interest on uncertain tax positions and additional tax associated with the discontinued operations. The net loss in 2009 includes $9.8 million of pre-tax income ($6.0 million net of tax) for a bankruptcy settlement and $10.9 million of pre-tax income ($6.7 million net of tax) related to the expiration of an indemnity agreement associated with the sale of a former subsidiary. This income was more than offset by the accrual of interest on uncertain tax positions. The net loss in 2008 includes an accrual of tax and interest on uncertain tax positions.

47


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

3. Acquisitions

On July 5, 2010, we acquired Portrait Software plc (Portrait) for $65.2 million in cash, net of cash acquired. Portrait provides software to enhance existing customer relationship management systems, enabling clients to achieve improved customer retention and profitability. The preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed is shown below. The primary items that generated goodwill are the anticipated synergies from the compatibility of the acquired technology with our existing product and service offerings, and employees of Portrait, neither of which qualify as an amortizable intangible asset. None of the goodwill will be deductible for tax purposes.

 

 

 

 

 

Purchase price allocation:

 

 

 

 

Current assets

 

$

7,919

 

Other non-current assets

 

 

2,352

 

Intangible assets

 

 

31,332

 

Goodwill

 

 

47,354

 

Current liabilities

 

 

(13,014

)

Non-current liabilities

 

 

(10,793

)

 

 



 

Purchase price, net of cash acquired

 

$

65,150

 

 

 



 

Intangible assets:

 

 

 

 

Customer relationships

 

$

18,744

 

Software and technology

 

 

11,497

 

Trademarks and trade names

 

 

1,091

 

 

 



 

Total intangible assets

 

$

31,332

 

 

 



 

Intangible assets amortization period:

 

 

 

 

Customer relationships

 

 

10 years

 

Software and technology

 

 

6 years

 

Trademarks and trade names

 

 

6 years

 

 

 



 

Total weighted average

 

 

8 years

 

 

 



 

During 2010, we also completed smaller acquisitions for aggregate cash payments of $12.3 million. These acquisitions did not have a material impact on our financial results.

The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of acquisition. Assuming these acquisitions occurred on January 1, 2010 and 2009, total pro forma revenue would have been $5,452 million and $5,620 million for 2010 and 2009, respectively. The pro forma earnings results of these acquisitions were not material to net income or earnings per share. The pro forma consolidated amounts do not purport to be indicative of actual results that would have occurred had the acquisitions been completed on January 1, 2010 and 2009, nor do they purport to be indicative of the results that will be obtained in the future.

There were no acquisitions during 2009.

48


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

4. Inventories

Inventories at December 31, 2010 and 2009 consisted of the following:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2010

 

2009

 

 

 


 


 

Raw materials and work in process

 

$

46,664

 

$

36,331 

 

Supplies and service parts

 

 

63,991

 

 

69,506 

 

Finished products

 

 

58,312

 

 

50,665 

 

 

 



 



 

Total

 

$

168,967

 

$

156,502 

 

 

 



 



 

If all inventories valued at LIFO had been stated at current costs, inventories would have been $26.3 million and $25.8 million higher than reported at December 31, 2010 and 2009, respectively.

5. Fixed Assets

Fixed assets at December 31, 2010 and 2009 consist of property, plant and equipment and rental equipment, primarily postage meters, as follows:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2010

 

2009

 

 

 


 


 

Land

 

$

26,710

 

$

32,517

 

Buildings

 

 

361,463

 

 

391,627

 

Machinery and equipment

 

 

1,352,295

 

 

1,404,023

 

 

 



 



 

 

 

 

1,740,468

 

 

1,828,167

 

Accumulated depreciation

 

 

(1,313,967

)

 

(1,313,263

)

 

 



 



 

Property, plant and equipment, net

 

$

426,501

 

$

514,904

 

 

 



 



 

 

Rental property and equipment

 

$

618,839

 

$

728,537

 

Accumulated depreciation

 

 

(318,669

)

 

(368,330

)

 

 



 



 

Rental property and equipment, net

 

$

300,170

 

$

360,207 

 

 

 



 



 

Depreciation expense was $242.9 million, $269.8 million and $306.8 million for the years ended December 31, 2010, 2009, and 2008, respectively. Rental equipment is primarily comprised of postage meters. In 2010, we recorded asset impairment charges of $9.8 million associated with a restructuring program and included these charges in restructuring charges and asset impairments in the Consolidated Statements of Income. See Note 14 for further details.

49


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

6. Intangible Assets and Goodwill

The components of our purchased intangible assets are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

December 31, 2009

 

 

 


 


 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

 

 


 


 


 


 


 


 

Customer relationships

 

$

453,523

 

$

(229,143

)

$

224,380

 

$

428,888

 

$

(197,497

)

$

231,391

 

Supplier relationships

 

 

29,000

 

 

(16,192

)

 

12,808

 

 

29,000

 

 

(13,292

)

 

15,708

 

Mailing software and technology

 

 

172,188

 

 

(118,390

)

 

53,798

 

 

164,211

 

 

(103,388

)

 

60,823

 

Trademarks and trade names

 

 

36,322

 

 

(30,224

)

 

6,098

 

 

35,855

 

 

(27,898

)

 

7,957

 

Non-compete agreements

 

 

7,845

 

 

(7,486

)

 

359

 

 

7,753

 

 

(7,215

)

 

538

 

 

 



 



 



 



 



 



 

 

 

$

698,878

 

$

(401,435

)

$

297,443

 

$

665,707

 

$

(349,290

)

$

316,417

 

 

 



 



 



 



 



 



 

Amortization expense for intangible assets was $60.8 million, $69.1 million and $72.3 million for the years ended December 31, 2010, 2009 and 2008, respectively. The future amortization expense related to intangible assets as of December 31, 2010 is as follows:

 

 

 

 

 

Year ended December 31,

 

Amount

 

 

 


 

2011

 

$

58,865 

 

2012

 

 

50,983 

 

2013

 

 

47,343 

 

2014

 

 

42,191 

 

2015

 

 

35,044 

 

Thereafter

 

 

63,017 

 

 

 



 

 

 

$

297,443 

 

 

 



 

Actual amortization expense may differ from the amounts above due to, among other things, future acquisitions, impairments of intangible assets, accelerated amortization and changes in foreign currency exchange rates.

In 2010, we recorded impairment charges of $4.7 million and included these charges in restructuring charges and asset impairments in the Consolidated Statements of Income. See Note 14 for further details.

Intangible assets acquired during 2010 are shown in the table below. There were no additions in 2009.

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 


 

 

 

Amount

 

Weighted
Average
Life (in
years)

 

 

 


 


 

Customer relationships

 

$

36,763

 

 

11

 

Mailing software and technology

 

 

13,954

 

 

6

 

Trademarks and trade names

 

 

1,125

 

 

6

 

Non-compete agreements

 

 

110

 

 

5

 

 

 



 



 

 

 

$

51,952

 

 

10

 

 

 



 



 

50


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

The changes in the carrying amount of goodwill, by reporting segment, for the years ended December 31, 2010 and 2009 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at
December 31,
2009 (1)

 

Acquired
during the
period

 

Other (2)

 

Balance at
December 31,
2010

 

 

 


 


 


 


 

U.S. Mailing

 

$

217,459

 

$

 

$

(887

)

$

216,572

 

International Mailing

 

 

342,549

 

 

 

 

(14,528

)

 

328,021

 

 

 



 



 



 



 

Small & Medium Business Solutions

 

 

560,008

 

 

 

 

(15,415

)

 

544,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Mail

 

 

138,474

 

 

 

 

(2,143

)

 

136,331

 

Software

 

 

633,938

 

 

47,354

 

 

(3,191

)

 

678,101

 

Management Services

 

 

500,055

 

 

 

 

(5,622

)

 

494,433

 

Mail Services

 

 

259,632

 

 

 

 

(530

)

 

259,102

 

Marketing Services

 

 

194,797

 

 

 

 

(564

)

 

194,233

 

 

 



 



 



 



 

Enterprise Business Solutions

 

 

1,726,896

 

 

47,354

 

 

(12,050

)

 

1,762,200

 

 

 



 



 



 



 

Total

 

$

2,286,904

 

$

47,354

 

$

(27,465

)

$

2,306,793

 

 

 



 



 



 



 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at
December 31,
2008 (1)

 

Acquired
during the
period

 

Other (2)

 

Balance at
December 31,
2009

 

 

 


 


 


 


 

U.S. Mailing

 

$

220,207

 

$

 

$

(2,748

)

$

217,459

 

International Mailing

 

 

322,230

 

 

 

 

20,319

 

 

342,549

 

 

 



 



 



 



 

Small & Medium Business Solutions

 

 

542,437

 

 

 

 

17,571

 

 

560,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Mail

 

 

138,175

 

 

 

 

299

 

 

138,474

 

Software

 

 

623,995

 

 

 

 

9,943

 

 

633,938

 

Management Services

 

 

491,633

 

 

 

 

8,422

 

 

500,055

 

Mail Services

 

 

260,793

 

 

 

 

(1,161

)

 

259,632

 

Marketing Services

 

 

194,797

 

 

 

 

 

 

194,797

 

 

 



 



 



 



 

Enterprise Business Solutions

 

 

1,709,393

 

 

 

 

17,503

 

 

1,726,896

 

 

 



 



 



 



 

Total

 

$

2,251,830

 

$

 

$

35,074

 

$

2,286,904

 

 

 



 



 



 



 


 

 

(1)

Prior year amounts have been reclassified to conform to the current year presentation.

 

 

(2)

“Other” primarily includes foreign currency translation adjustments.

51


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

7. Current Liabilities

Accounts payable, accrued liabilities, notes payable and current portion of long-term obligations are composed of the following:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2010

 

2009

 

 

 


 


 

Accounts payable - trade

 

$

333,220

 

$

308,505

 

Reserve account deposits

 

 

567,620

 

 

557,221

 

Accrued salaries, wages and commissions

 

 

246,237

 

 

244,170

 

Accrued restructuring charges

 

 

113,200

 

 

88,626

 

Miscellaneous accounts payable and accrued liabilities

 

 

564,984

 

 

549,732

 

 

 



 



 

Accounts payable and accrued liabilities

 

$

1,825,261

 

$

1,748,254

 

 

 



 



 

 

 

 

 

 

 

 

 

Notes payable

 

$

50,000

 

$

220,794

 

Current portion of long-term obligations

 

 

3,494

 

 

5,228

 

 

 



 



 

Notes payable & current portion of long-term obligations

 

$

53,494

 

$

226,022

 

 

 



 



 

Reserve account deposits represent customers’ prepayment of postage held by our subsidiary, Pitney Bowes Bank. See Note 17 for further details.

Notes payable at December 31, 2010 and 2009 consists of commercial paper issuances. The weighted average interest rates for notes payable were 0.32% and 0.09% at December 31, 2010 and 2009, respectively.

We had unused credit facilities of $1.25 billion at December 31, 2010, primarily to support commercial paper issuances. Fees paid to maintain lines of credit were $1.6 million, $0.8 million and $0.8 million in 2010, 2009 and 2008, respectively.

52


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

8. Long-term Debt

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2010

 

2009

 

 

 


 


 

 

 

 

 

 

 

 

 

Term loan due 2012

 

$

150,000

 

$

150,000

 

4.625% notes due 2012 (1)

 

 

400,000

 

 

400,000

 

3.875% notes due 2013

 

 

375,000

 

 

375,000

 

4.875% notes due 2014

 

 

450,000

 

 

450,000

 

  5.00% notes due 2015

 

 

400,000

 

 

400,000

 

  4.75% notes due 2016

 

 

500,000

 

 

500,000

 

  5.75% notes due 2017

 

 

500,000

 

 

500,000

 

  4.75% notes due 2018 (2)

 

 

350,000

 

 

350,000

 

  5.60% notes due 2018 (3)

 

 

250,000

 

 

250,000

 

  6.25% notes due 2019 (4)

 

 

300,000

 

 

300,000

 

  5.25% notes due 2037

 

 

500,000

 

 

500,000

 

 

 

 

 

 

 

 

 

Basis adjustment - Fair value hedges

 

 

76,022

 

 

52,788

 

Other

 

 

(11,774

)

 

(14,148

)

 

 



 



 

Total long-term debt

 

$

4,239,248

 

$

4,213,640

 

 

 



 



 

Interest under the Term Loan is based on three month LIBOR plus 42 basis points. Interest is payable and the interest rate resets every three months.

 

 

(1)

We have entered into interest rate swap agreements with an aggregate notional value of $400 million that effectively convert fixed rate interest payments on the $400 million, 4.625% notes due in 2012, into variable interest rates. We pay a weighted-average variable rate based on one-month LIBOR plus 249 basis points and receive a fixed rate of 4.625%. The weighted average rate paid during 2010 and 2009 was 2.8% and 4.3%, respectively.

 

 

(2)

In 2008, we unwound an interest rate swap that effectively converted the fixed rate interest payments on the $350 million, 4.75% notes due in 2018, into variable interest rates and received $44 million, excluding accrued interest. This amount is being amortized as a reduction of interest expense over the remaining term of the notes, which reduces the effective interest rate on these notes to 3.2%.

 

 

(3)

In August 2010, we unwound two interest rate swaps with an aggregate notional amount of $250 million that were entered into in March 2008. These interest rate swaps effectively converted the fixed rate interest payments on the $250 million, 5.6% notes due in 2018, into variable interest rates. In connection with unwinding these interest rate swaps, we received $31.8 million, excluding accrued interest. The transaction was not undertaken for liquidity purposes, but rather to fix our effective interest rate at 3.7% for the remaining term of the notes as the amount received will be recognized as a reduction in interest expense over the remaining term of the notes.

 

 

(4)

In 2009, we issued $300 million, 6.25% 10-year fixed rate notes and simultaneously unwound four forward starting swap agreements (forward swaps) used to hedge the interest rate risk associated with the forecasted issuance of this fixed-rate debt. In connection with the unwind of these swaps, we paid $20.3 million, which was recorded to other comprehensive income. This amount is being amortized as additional interest expense over the term of the notes, which increases the effective interest rate on these notes to 6.9%.

The basis adjustment of fair value hedges represents the unamortized net proceeds received from unwinding of interest rate swaps which is being amortized to interest expense over the remaining term of the respective notes and the mark to market adjustment of our interest rate swaps (fair value hedges – See Note 13). Other consists primarily of debt discounts and premiums.

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.

53


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

Annual maturities of outstanding long-term debt at December 31, 2010 are as follows: 2011 – $0 million; 2012 – $550 million; 2013 – $375 million; 2014 – $450 million; 2015 – $400 million; and $2,400 million thereafter.

9. Income Taxes

The provision for income taxes from continuing operations consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 


 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

U.S. Federal:

 

 

 

 

 

 

 

 

 

 

Current

 

$

170,175

 

$

188,272

 

$

85,231

 

Deferred

 

 

(24,632

)

 

18,979

 

 

81,936

 

 

 



 



 



 

 

 

 

145,543

 

 

207,251

 

 

167,167

 

 

 



 



 



 

U.S. State and Local:

 

 

 

 

 

 

 

 

 

 

Current

 

 

26,523

 

 

30,981

 

 

17,058

 

Deferred

 

 

(17,518

)

 

(13,067

)

 

13,434

 

 

 



 



 



 

 

 

 

9,005

 

 

17,914

 

 

30,492

 

 

 



 



 



 

International:

 

 

 

 

 

 

 

 

 

 

Current

 

 

43,459

 

 

31,848

 

 

39,974

 

Deferred

 

 

7,763

 

 

(16,859

)

 

7,296

 

 

 



 



 



 

 

 

 

51,222

 

 

14,989

 

 

47,270

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Total Current

 

 

240,157

 

 

251,101

 

 

142,263

 

Total Deferred

 

 

(34,387

)

 

(10,947

)

 

102,666

 

 

 



 



 



 

Total provision for income taxes

 

$

205,770

 

$

240,154

 

$

244,929

 

 

 



 



 



 

The components of income from continuing operations are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 


 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

390,911

 

$

552,636

 

$

573,066

 

International

 

 

143,666

 

 

140,540

 

 

140,111

 

 

 



 



 



 

Total

 

$

534,577

 

$

693,176

 

$

713,177

 

 

 



 



 



 

The effective tax rate for continuing operations for 2010, 2009 and 2008 was 38.5%, 34.6% and 34.3%, respectively. The effective tax rate for 2010 includes $16 million of tax benefits associated with previously unrecognized deferred taxes on outside basis differences, a $15 million charge for the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock units previously granted to our employees and a $9 million charge for the write-off of deferred tax assets related to the U.S. health care reform legislation that eliminated the tax deduction for retiree health care costs to the extent of federal subsidies received by companies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage.

The effective rate for 2009 included a charge of $13 million for the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock, offset by $13 million of tax benefits from retirement of inter-company obligations and the repricing of leveraged lease transactions. The effective tax rate for 2008 included $12 million of tax increases related to the low tax benefit associated with restructuring expenses recorded during 2008, offset by adjustments of $10 million related to deferred tax assets associated with certain U.S. leasing transactions.

54


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Federal statutory provision

 

$

187,103

 

$

242,612

 

$

249,612

 

State and local income taxes

 

 

5,853

 

 

11,109

 

 

19,820

 

Impact of foreign operations

 

 

13,938

 

 

(18,037

)

 

1,955

 

Tax exempt income/reimbursement

 

 

(2,352

)

 

(2,748

)

 

(5,404

)

Federal income tax credits/incentives

 

 

(7,580

)

 

(4,792

)

 

(15,118

)

Unrealized stock compensation benefits

 

 

15,149

 

 

12,852

 

 

 

Certain leasing transactions

 

 

 

 

 

 

(9,550

)

U.S. health care reform tax change

 

 

9,070

 

 

 

 

 

Outside basis differences

 

 

(15,798

)

 

 

 

 

Other, net

 

 

387

 

 

(842

)

 

3,614

 

 

 



 



 



 

Provision for income taxes

 

$

205,770

 

$

240,154

 

$

244,929

 

 

 



 



 



 

The components of our deferred tax liabilities and assets are as follows:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 


 

 

 

2010

 

2009

 

 

 


 


 

Deferred tax liabilities:

 

 

 

 

 

 

 

Depreciation

 

$

49,351

 

$

67,639

 

Deferred profit (for tax purposes) on sales to finance subsidiaries

 

 

229,364

 

 

287,928

 

Lease revenue and related depreciation

 

 

480,611

 

 

443,855

 

Amortizable intangibles

 

 

117,207

 

 

115,793

 

Other

 

 

43,813

 

 

46,144

 

 

 



 



 

Deferred tax liabilities

 

 

920,346

 

 

961,359

 

 

 



 



 

Deferred tax (assets):

 

 

 

 

 

 

 

Nonpension postretirement benefits

 

 

(104,847

)

 

(119,420

)

Pension

 

 

(127,042

)

 

(127,046

)

Inventory and equipment capitalization

 

 

(28,546

)

 

(29,595

)

Restructuring charges

 

 

(22,348

)

 

(9,619

)

Long-term incentives

 

 

(39,781

)

 

(50,666

)

Net operating loss and tax credit carry forwards

 

 

(153,754

)

 

(151,094

)

Tax uncertainties gross-up

 

 

(144,672

)

 

(133,293

)

Other

 

 

(116,834

)

 

(101,994

)

Valuation allowance

 

 

104,441

 

 

95,990

 

 

 



 



 

Deferred tax (assets)

 

 

(633,383

)

 

(626,737

)

 

 



 



 

Net deferred taxes

 

 

286,963

 

 

334,622

 

Amounts included in other balance sheet tax accounts

 

 

(25,846

)

 

12,780

 

 

 



 



 

Deferred taxes on income

 

$

261,117

 

$

347,402

 

 

 



 



 

As of December 31, 2010 and 2009, approximately $266 million and $285 million, respectively, of foreign net operating loss carry forwards were available to us. Most of these losses can be carried forward indefinitely.

It has not been necessary to provide for income taxes on $850 million of cumulative undistributed earnings of subsidiaries outside the U.S. These earnings will be either indefinitely reinvested or remitted substantially free of additional tax. Determination of the

55


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

liability that would result in the event all of these earnings were remitted to the U.S. is not practicable. It is estimated, however, that withholding taxes on such remittances would approximate $15 million.

Uncertain Tax Positions

A reconciliation of the amount of unrecognized tax benefits at December 31, 2010, 2009 and 2008 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2009

 

2008

 

 

 


 


 


 

Balance at beginning of year

 

$

515,565

 

$

434,164

 

$

398,878

 

Increases from prior period positions

 

 

17,775

 

 

65,540

 

 

21,623

 

Decreases from prior period positions

 

 

(27,669

)

 

(7,741

)

 

(8,899

)

Increases from current period positions

 

 

43,804

 

 

42,696

 

 

33,028

 

Decreases from current period positions

 

 

(8,689

)

 

 

 

 

Decreases relating to settlements with tax authorities

 

 

(1,434

)

 

(3,173

)

 

(7,426

)

Reductions as a result of a lapse of the applicable statute of limitations

 

 

(7,562

)

 

(15,921

)

 

(3,040

)

 

 



 



 



 

Balance at end of year

 

$

531,790

 

$

515,565

 

$

434,164

 

 

 



 



 



 

The amount of the unrecognized tax benefits at December 31, 2010, 2009 and 2008 that would affect the effective tax rate if recognized was $434 million, $411 million and $371 million, respectively.

Tax authorities continually examine our tax filings. On a regular basis, we conclude tax return examinations, statutes of limitations expire, and court decisions interpret tax law. We regularly assess tax uncertainties in light of these developments. As a result, it is reasonably possible that the amount of our unrecognized tax benefits will decrease in the next 12 months, and we expect this change could be up to one-third of our unrecognized tax benefits. Any such change will likely be arising from the completion of tax return examinations, including the resolution of certain issues related to our former Capital Services third party leasing business. 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, 2010, 2009 and 2008, we recorded $9 million, $23 million and $26 million, respectively, in interest and penalties primarily in discontinued operations. We had $202 million and $186 million accrued for the payment of interest and penalties at December 31, 2010 and 2009, respectively.

Other Tax Matters

We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the related financial statement implications. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. Determining the appropriate level of tax reserves requires us to exercise judgment regarding the uncertain application of tax law. The amount of reserves is adjusted when information becomes available or when an event occurs indicating a change in the reserve is appropriate. Future changes in tax reserve requirements could have a material impact on our results of operations.

We are continually under examination by tax authorities in the United States, other countries and local jurisdictions in which we have operations. The years under examination vary by jurisdiction. The current IRS exam of tax years 2001-2004 is estimated to be completed within the next year and the examination of years 2005-2008 within the next two years. In connection with the 2001-2004 exam, we have received notices of proposed adjustments to our filed returns and the IRS has withdrawn a civil summons to provide certain Company workpapers. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. A variety of post-2000 tax years remain subject to examination by other tax authorities, including the U.K., Canada, France, Germany and various U.S. states. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. However, the resolution of such matters could have a material impact on our results of operations, financial position and cash flows.

During 2010, an analysis of prior year non-U.S. income tax returns indicated that lease rental income associated with certain leveraged lease transactions was not properly captured. As a result, the 2010 tax provision includes additional tax expense of $3.3 million for

56


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

the periods 2007 through 2009. A $14.4 million adjustment was also made to opening retained earnings to establish the related tax liabilities for earlier years. The impact of the adjustments was not material to any previously reported period.

At December 31, 2010, our current tax accounts included a $36 million tax receivable for uncertain tax positions, which was received in February 2011.

10. Noncontrolling Interests (Preferred Stockholders’ Equity in Subsidiaries)

Pitney Bowes International Holdings, Inc. (PBIH), a subsidiary, had 3,750,000 shares outstanding or $375 million of variable term voting preferred stock owned by certain outside institutional investors. These preferred shares were entitled as a group to 25% of the combined voting power of all classes of capital stock of PBIH. All outstanding common stock of PBIH, representing the remaining 75% of the combined voting power of all classes of capital stock, was owned directly or indirectly by the Company. The preferred stock was entitled to cumulative dividends at rates set at auction. The weighted average dividend rate was 4.8% during 2009 and 2008. During the fourth quarter, PBIH redeemed all of the outstanding variable term voting preferred stock, which was funded by the combined proceeds from the issuance of the Preferred Stock (see below), cash flows from operations and commercial paper.

In 2009, PBIH issued 300,000 shares, or $300 million, of perpetual voting preferred stock (the Preferred Stock) to certain outside institutional investors. The holders of the Preferred Stock are entitled as a group to 25% of the combined voting power of all classes of capital stock of PBIH. All outstanding common stock of PBIH, representing the remaining 75% of the combined voting power of all classes of capital stock, is owned directly or indirectly by the Company. The Preferred Stock is entitled to cumulative dividends at a rate of 6.125% for a period of seven years after which it becomes callable and, if it remains outstanding, will yield a dividend that increases by 150% every six months thereafter.

Preferred dividends are included in Preferred stock dividends of subsidiaries attributable to noncontrolling interests in the Consolidated Statements of Income. No dividends were in arrears at December 31, 2010 or December 31, 2009.

Activity in the noncontrolling interests account for the years ended December 31, 2009 and 2010 is below.

 

 

 

 

 

Beginning balance January 1, 2009

 

$

374,165

 

Share issuances, net of issuance costs of $3.6 million

 

 

296,370

 

Share redemptions

 

 

(374,165

)

 

 



 

Ending balance at December 31, 2009

 

 

296,370

 

Share issuances

 

 

 

Share redemptions

 

 

 

 

 



 

Ending balance at December 31, 2010

 

$

296,370

 

 

 



 

57


PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share data)

11. Stockholders’ Deficit

At December 31, 2010, 480,000,000 shares of common stock, 600,000 shares of cumulative preferred stock, and 5,000,000 shares of preference stock were authorized. The following table summarizes the preferred, preference and common stock, net of treasury shares, outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 


 

 

 

Preferred
Stock

 

Preference
Stock

 

Issued

 

Treasury

 

Outstanding

 

 

 


 


 


 


 


 

Balance, December 31, 2007

 

 

135

 

 

37,069

 

 

323,337,912

 

 

(108,822,953

)

 

214,514,959

 

Repurchase of common stock

 

 

 

 

 

 

 

 

(9,246,535

)

 

 

 

Issuances of common stock

 

 

 

 

 

 

 

 

896,030

 

 

 

 

Conversions to common stock

 

 

 

 

(1,013

)

 

 

 

16,739

 

 

 

 

 

 



 



 



 



 

 

 

 

Balance, December 31, 2008

 

 

135

 

 

36,056

 

 

323,337,912

 

 

(117,156,719

)

 

206,181,193

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Repurchase of common stock

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of common stock

 

 

 

 

 

 

 

 

949,689

 

 

 

 

Conversions to common stock

 

 

(50

)

 

(3,977

)

 

 

 

66,946

 

 

 

 

&n