Incorporated in Delaware
|
I.R.S. Employer Identification No. 06-0495050
|
3001 Summer Street, Stamford, CT 06926
|
|
(203) 356-5000
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $1 par value per share
|
|
New York Stock Exchange
|
$2.12 Convertible Cumulative Preference Stock (no par value)
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
Page Number
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
|
|
|
•
|
declining physical mail volumes
|
•
|
changes in postal regulations or changes in, or loss of, our contractual relationships with the U.S. Postal Service (USPS) or posts in other major markets
|
•
|
competitive factors, including pricing pressures; technological developments and the introduction of new products and services by competitors
|
•
|
the United Kingdom's likely exit from the European Union (Brexit)
|
•
|
our success in developing and marketing new products and services and obtaining regulatory approvals, if required
|
•
|
changes in banking regulations or the loss of our Industrial Bank charter
|
•
|
changes in labor conditions and transportation costs
|
•
|
macroeconomic factors, including global and regional business conditions that adversely impact customer demand, foreign currency exchange rates and interest rates
|
•
|
changes in global political conditions and international trade policies, including the imposition or expansion of trade tariffs
|
•
|
the continued availability and security of key information technology systems and the cost to comply with information security requirements and privacy laws
|
•
|
a breach of security, including a cyber-attack or other comparable event
|
•
|
third-party suppliers' ability to provide products and services required by our clients
|
•
|
our success at managing the relationships with outsource providers, including the costs of outsourcing functions and operations
|
•
|
capital market disruptions or credit rating downgrades that adversely impact our ability to access capital markets at reasonable costs
|
•
|
our success at managing customer credit risk
|
•
|
integrating newly acquired businesses, including operations and product and service offerings
|
•
|
the loss of some of our larger clients in our Commerce Services group
|
•
|
intellectual property infringement claims
|
•
|
significant changes in pension, health care and retiree medical costs
|
•
|
income tax adjustments or other regulatory levies from tax audits and changes in tax laws, rulings or regulations
|
•
|
the use of the postal system for transmitting harmful biological agents, illegal substances or other terrorist attacks
|
•
|
acts of nature
|
Name
|
|
Age
|
|
Title
|
|
Executive
Officer Since
|
Marc B. Lautenbach
|
|
57
|
|
President and Chief Executive Officer
|
|
2012
|
Jason C. Dies
|
|
49
|
|
Executive Vice President and President, SMB Solutions
|
|
2017
|
Daniel J. Goldstein
|
|
57
|
|
Executive Vice President and Chief Legal Officer and Corporate Secretary
|
|
2010
|
Robert Guidotti
|
|
61
|
|
Executive Vice President and President, Software Solutions
|
|
2016
|
Roger J. Pilc
|
|
51
|
|
Executive Vice President and Chief Innovation Officer
|
|
2013
|
Lila Snyder
|
|
46
|
|
Executive Vice President and President, Commerce Services
|
|
2016
|
Christoph Stehmann
|
|
56
|
|
Executive Vice President, International SMB Solutions
|
|
2016
|
Stanley J. Sutula III
|
|
53
|
|
Executive Vice President and Chief Financial Officer
|
|
2017
|
Johnna G. Torsone
|
|
68
|
|
Executive Vice President and Chief Human Resources Officer
|
|
1993
|
•
|
difficulties in achieving anticipated benefits or synergies;
|
•
|
difficulties in integrating any newly acquired businesses and operations, including combining product and service offerings and entering new markets, or reducing fixed costs previously associated with divested businesses;
|
•
|
the loss of key employees or clients of businesses acquired or divested;
|
•
|
significant charges for employee severance and other restructuring costs, legal, accounting and financial advisory fees; and
|
•
|
possible goodwill and asset impairment charges as divestitures and changes in our business model may adversely affect the recoverability of certain long-lived assets and valuation of our operating segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The sum of earnings per share may not equal the totals due to rounding.
|
|
2018
|
2017
|
Change
|
|||||
Revenue
|
$
|
3,522
|
|
$
|
3,123
|
|
13
|
%
|
Segment earnings before interest and taxes (EBIT)
|
$
|
623
|
|
$
|
661
|
|
(6
|
)%
|
Income from continuing operations
|
$
|
200
|
|
$
|
221
|
|
(10
|
)%
|
Net income
|
$
|
224
|
|
$
|
261
|
|
(14
|
)%
|
Earnings per share from continuing operations - diluted
|
$
|
1.06
|
|
$
|
1.18
|
|
(10
|
)%
|
Net cash provided by operations
|
$
|
392
|
|
$
|
496
|
|
(21
|
)%
|
|
Revenue
|
|
% change
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Actual
|
|
Constant Currency
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Equipment sales
|
$
|
430
|
|
|
$
|
477
|
|
|
$
|
480
|
|
|
(10
|
)%
|
|
(1
|
)%
|
|
(10
|
)%
|
|
(1
|
)%
|
Supplies
|
218
|
|
|
231
|
|
|
242
|
|
|
(6
|
)%
|
|
(4
|
)%
|
|
(7
|
)%
|
|
(4
|
)%
|
|||
Software
|
341
|
|
|
332
|
|
|
326
|
|
|
3
|
%
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|||
Rentals
|
363
|
|
|
384
|
|
|
410
|
|
|
(5
|
)%
|
|
(6
|
)%
|
|
(6
|
)%
|
|
(7
|
)%
|
|||
Financing
|
315
|
|
|
331
|
|
|
366
|
|
|
(5
|
)%
|
|
(10
|
)%
|
|
(5
|
)%
|
|
(10
|
)%
|
|||
Support services
|
293
|
|
|
300
|
|
|
329
|
|
|
(2
|
)%
|
|
(9
|
)%
|
|
(3
|
)%
|
|
(9
|
)%
|
|||
Business services
|
1,562
|
|
|
1,068
|
|
|
828
|
|
|
46
|
%
|
|
29
|
%
|
|
46
|
%
|
|
29
|
%
|
|||
Total revenue
|
$
|
3,522
|
|
|
$
|
3,123
|
|
|
$
|
2,981
|
|
|
13
|
%
|
|
5
|
%
|
|
12
|
%
|
|
5
|
%
|
|
Cost of Revenue
|
|||||||||||||||||||
|
Years Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|||||||||
Cost of equipment sales
|
$
|
182
|
|
|
42.2
|
%
|
|
$
|
201
|
|
|
42.2
|
%
|
|
$
|
203
|
|
|
42.3
|
%
|
Cost of supplies
|
61
|
|
|
27.9
|
%
|
|
66
|
|
|
28.7
|
%
|
|
66
|
|
|
27.1
|
%
|
|||
Cost of software
|
101
|
|
|
29.5
|
%
|
|
95
|
|
|
28.6
|
%
|
|
96
|
|
|
29.5
|
%
|
|||
Cost of rentals
|
86
|
|
|
23.8
|
%
|
|
83
|
|
|
21.5
|
%
|
|
74
|
|
|
18.1
|
%
|
|||
Financing interest expense
|
49
|
|
|
15.5
|
%
|
|
51
|
|
|
15.3
|
%
|
|
55
|
|
|
15.1
|
%
|
|||
Cost of support services
|
168
|
|
|
57.3
|
%
|
|
164
|
|
|
54.7
|
%
|
|
166
|
|
|
50.5
|
%
|
|||
Cost of business services
|
1,246
|
|
|
79.8
|
%
|
|
773
|
|
|
72.4
|
%
|
|
569
|
|
|
68.7
|
%
|
|||
Total cost of revenue
|
$
|
1,893
|
|
|
53.7
|
%
|
|
$
|
1,433
|
|
|
45.9
|
%
|
|
$
|
1,229
|
|
|
41.2
|
%
|
•
|
8% from lower equipment sales in North America Mailing reflecting a decline in sales of our higher-end products; and
|
•
|
2% from lower equipment sales in International Mailing, primarily due to lower sales in the U.K. and France.
|
•
|
2% from lower equipment sales in International Mailing particularly in Europe; partially offset by
|
•
|
1% from higher equipment sales in North America Mailing reflecting a favorable comparison to the 2016 period, which was impacted by the implementation of the enterprise business platform.
|
•
|
39% from the acquisition of Newgistics;
|
•
|
5% from growth in Global Ecommerce driven by higher revenue from shipping solutions, partially offset by lower cross-border revenue due to lower volumes; and
|
•
|
2% from higher volumes of mail processed in Presort Services.
|
•
|
17% from the acquisition of Newgistics;
|
•
|
9% from growth in Global Ecommerce due to higher cross-border and retail volumes; and
|
•
|
3% from higher volumes of mail processed in Presort Services.
|
|
Revenue
|
|
% change
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Actual
|
|
Constant Currency
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Global Ecommerce
|
$
|
1,023
|
|
|
$
|
552
|
|
|
$
|
339
|
|
|
85
|
%
|
|
63
|
%
|
|
85
|
%
|
|
63
|
%
|
Presort Services
|
516
|
|
|
498
|
|
|
476
|
|
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
|||
Commerce Services
|
1,539
|
|
|
1,050
|
|
|
815
|
|
|
47
|
%
|
|
29
|
%
|
|
46
|
%
|
|
29
|
%
|
|||
North America Mailing
|
1,275
|
|
|
1,357
|
|
|
1,429
|
|
|
(6
|
)%
|
|
(5
|
)%
|
|
(6
|
)%
|
|
(5
|
)%
|
|||
International Mailing
|
368
|
|
|
384
|
|
|
412
|
|
|
(4
|
)%
|
|
(7
|
)%
|
|
(7
|
)%
|
|
(6
|
)%
|
|||
SMB Solutions
|
1,643
|
|
|
1,742
|
|
|
1,841
|
|
|
(6
|
)%
|
|
(5
|
)%
|
|
(6
|
)%
|
|
(5
|
)%
|
|||
Software Solutions
|
341
|
|
|
332
|
|
|
325
|
|
|
3
|
%
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|||
Total Revenue
|
$
|
3,522
|
|
|
$
|
3,123
|
|
|
$
|
2,981
|
|
|
13
|
%
|
|
5
|
%
|
|
12
|
%
|
|
5
|
%
|
|
EBIT
|
||||||||||||||||
|
Years Ended December 31,
|
|
% change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||
Global Ecommerce
|
$
|
(32
|
)
|
|
$
|
(18
|
)
|
|
$
|
3
|
|
|
(81
|
)%
|
|
>(100)%
|
|
Presort Services
|
74
|
|
|
98
|
|
|
95
|
|
|
(24
|
)%
|
|
2
|
%
|
|||
Commerce Services
|
41
|
|
|
80
|
|
|
98
|
|
|
(48
|
)%
|
|
(19
|
)%
|
|||
North America Mailing
|
470
|
|
|
499
|
|
|
595
|
|
|
(6
|
)%
|
|
(16
|
)%
|
|||
International Mailing
|
64
|
|
|
49
|
|
|
45
|
|
|
32
|
%
|
|
7
|
%
|
|||
SMB Solutions
|
534
|
|
|
547
|
|
|
640
|
|
|
(2
|
)%
|
|
(15
|
)%
|
|||
Software Solutions
|
47
|
|
|
34
|
|
|
22
|
|
|
39
|
%
|
|
53
|
%
|
|||
Total segment EBIT
|
$
|
623
|
|
|
$
|
661
|
|
|
$
|
761
|
|
|
(6
|
)%
|
|
(13
|
)%
|
|
EBITDA
|
||||||||||||||||
|
Years Ended December 31,
|
|
% change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||
Global Ecommerce
|
$
|
29
|
|
|
$
|
19
|
|
|
$
|
34
|
|
|
53
|
%
|
|
(44
|
)%
|
Presort Services
|
101
|
|
|
124
|
|
|
123
|
|
|
(19
|
)%
|
|
1
|
%
|
|||
Commerce Services
|
129
|
|
|
143
|
|
|
157
|
|
|
(9
|
)%
|
|
(9
|
)%
|
|||
North America Mailing
|
539
|
|
|
563
|
|
|
655
|
|
|
(4
|
)%
|
|
(14
|
)%
|
|||
International Mailing
|
80
|
|
|
67
|
|
|
65
|
|
|
19
|
%
|
|
3
|
%
|
|||
SMB Solutions
|
618
|
|
|
630
|
|
|
720
|
|
|
(2
|
)%
|
|
(12
|
)%
|
|||
Software Solutions
|
57
|
|
|
43
|
|
|
37
|
|
|
32
|
%
|
|
16
|
%
|
|||
Total segment EBITDA
|
804
|
|
|
816
|
|
|
913
|
|
|
(1
|
)%
|
|
(11
|
)%
|
|||
Less: Segment depreciation and amortization
|
182
|
|
|
156
|
|
|
153
|
|
|
17
|
%
|
|
2
|
%
|
|||
Total segment EBIT
|
$
|
623
|
|
|
$
|
661
|
|
|
$
|
761
|
|
|
(6
|
)%
|
|
(13
|
)%
|
•
|
41% from the acquisition of Newgistics;
|
•
|
12% from higher domestic ecommerce shipping revenues;
|
•
|
6% from higher cross-border marketplace volumes, particularly in the UK; and
|
•
|
4% from higher retail volumes.
|
•
|
3% from lower equipment sales due to a decline in top of the line products;
|
•
|
2% from declines in rentals and support services revenue; and
|
•
|
1% from lower financing revenue.
|
•
|
3% from declines in rentals and support services revenue due to a decline in installed mailing equipment and lower postage volumes; and
|
•
|
2% from lower financing revenue primarily due to a declining lease portfolio and lower fee income.
|
•
|
4% from lower stream revenues resulting from a lower installed meter base, declining postage volumes and a declining lease portfolio; and
|
•
|
3% from lower equipment sales, primarily in the U.K., France and Italy, partly offset by higher sales in Germany.
|
•
|
3% from lower equipment sales particularly in Europe; and
|
•
|
3% from declines in rentals, financing and support services revenue resulting from a decline in installed mailing equipment and the lease portfolio.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
392
|
|
|
$
|
496
|
|
|
$
|
496
|
|
Net cash provided by (used in) investing activities
|
260
|
|
|
(663
|
)
|
|
(116
|
)
|
|||
Net cash (used in) provided by financing activities
|
(766
|
)
|
|
368
|
|
|
(230
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(25
|
)
|
|
44
|
|
|
(27
|
)
|
|||
Change in cash and cash equivalents
(1)
|
$
|
(140
|
)
|
|
$
|
244
|
|
|
$
|
124
|
|
•
|
Lower cash from discontinued operations of $58 million; and
|
•
|
Lower cash of $45 million from changes in working capital.
|
|
Payments due in
|
||||||||||||||||||
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
||||||||||
Debt maturities
|
$
|
3,296
|
|
|
$
|
200
|
|
|
$
|
1,330
|
|
|
$
|
800
|
|
|
$
|
966
|
|
Interest payments on debt
(1)
|
1,120
|
|
|
154
|
|
|
251
|
|
|
139
|
|
|
576
|
|
|||||
Noncancelable operating lease obligations
|
231
|
|
|
48
|
|
|
76
|
|
|
45
|
|
|
62
|
|
|||||
Purchase obligations (2)
|
168
|
|
|
163
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|||||
Pension plan contributions (3)
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Retiree medical payments (4)
|
137
|
|
|
17
|
|
|
32
|
|
|
28
|
|
|
60
|
|
|||||
Total
|
$
|
4,974
|
|
|
$
|
604
|
|
|
$
|
1,693
|
|
|
$
|
1,013
|
|
|
$
|
1,664
|
|
(1)
|
Assumes all debt is held to maturity.
|
(2)
|
Includes unrecorded agreements to purchase goods and services that are enforceable and legally binding upon us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.
|
(3)
|
Represents the amount of contributions we anticipate making to our pension plans during 2019. We will assess our funding alternatives as the year progresses and this amount is subject to change.
|
(4)
|
Our retiree health benefit plans are nonfunded plans and cash contributions are made each year to cover medical claims costs incurred. The amounts reported in the above table represent our estimate of future payments.
|
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
|
|
13,593,156
|
|
|
$15.30
|
|
14,411,742
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
13,593,156
|
|
|
$15.30
|
|
14,411,742
|
|
(a)(1) Consolidated Financial Statements and Schedules
|
Page Number in Form 10-K
|
|
|
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Balance Sheets at December 31, 2018 and 2017
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2018, 2017 and 2016
|
(a)(2)
|
Exhibits
|
Reg. S-K
exhibits
|
Description
|
Status or incorporation by reference
|
3(a)
|
Restated Certificate of Incorporation of Pitney Bowes Inc.
|
|
3(b)
|
Pitney Bowes Inc. Amended and Restated By-laws (effective May 10, 2013)
|
|
4(a)
|
Form of Indenture between the Company and SunTrust Bank, as Trustee
|
|
4(b)
|
Supplemental Indenture No. 1 dated April 18, 2003 between the Company and SunTrust Bank, as Trustee
|
|
4(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
|
|
10(a) *
|
Retirement Plan for Directors of Pitney Bowes Inc.
|
|
10(b.3) *
|
Pitney Bowes Inc. Directors' Stock Plan (Amended and Restated effective May 12, 2014)
|
|
10(c) *
|
Pitney Bowes Stock Plan (as amended and restated as of January 1, 2002)
|
|
10(d) *
|
Pitney Bowes Inc. 2007 Stock Plan (as amended November 7, 2009)
|
|
10(e) *
|
Pitney Bowes Inc. Key Employees' Incentive Plan (as amended and restated February 4, 2019)
|
|
10(f) *
|
Pitney Bowes Severance Plan (as amended and restated as of January 1, 2008)
|
|
10(g) *
|
Pitney Bowes Senior Executive Severance Policy (as amended and restated as of February 4, 2019)
|
|
10(h) *
|
Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors, as amended and restated effective January 1, 2009
|
|
10(i) *
|
Pitney Bowes Inc. Deferred Incentive Savings Plan as amended and restated effective January 1, 2009
|
Reg. S-K
exhibits |
Description
|
Status or incorporation by reference
|
10(j) *
|
Pitney Bowes Inc. 1998 U.K. S.A.Y.E. Stock Option Plan
|
|
10(k) *
|
Form of Long Term Incentive Award Agreement
|
|
10(l) **
|
Agreement and Plan of Merger, dated as of September 6, 2017, among Pitney Bowes Inc., Neutron Acquisition Corp., NGS Holdings, Inc. and Littlejohn Fund IV, L.P., solely in its capacity as stockholder representative
|
|
10(m)*
|
Pitney Bowes Director Equity Deferral plan dated November 8, 2013 (effective May 12, 2014)
|
|
10(o)*
|
Pitney Bowes Executive Equity Deferral Plan dated November 7, 2014
|
|
10(p)*
|
Pitney Bowes Inc. 2013 Stock Plan
|
|
10(q)*
|
Pitney Bowes Inc. 2018 Stock Plan
|
|
10(r)
|
Credit Agreement $1,000,000,000, dated as of January 6, 2015, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Revolving Credit Agreement”).
|
|
10(s)
|
First Amendment to the Revolving Credit Agreement, dated as of May 31, 2017, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(t)
|
Second Amendment to the Revolving Credit Agreement, dated as of September 12, 2017, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(u)
|
Third Amendment to the Revolving Credit Agreement, dated as of December 14, 2018, by and among the company, JPMorgan Chase Bank, N.A. as administrative agent, and the lenders party thereto.
|
|
10(v)
|
Credit Agreement $300,000,000, dated as of January 5, 2016, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “$300M Term Loan”).
|
|
10(w)
|
First Amendment to the $300M Term Loan, dated as of September 12, 2017, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(x)
|
Second Amendment to the $300M Term Loan, dated as of December 14, 2018, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(y)
|
Credit Agreement $200,000,000, dated as of September 12, 2017, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(z)
|
First Amendment to the $200,000,000 Term Loan, dated as of December 14, 2018, by and among the company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
|
|
10(aa)
|
Term Loan Facility $150,000,000, dated as of August 30, 2017, by and between the company and The Bank of Tokyo-Mitsubishi-UFJ, Ltd. ("$150M Term Loan")
|
|
10(bb)
|
First Amendment to the $150M Term Loan, dated as of December 14, 2018, by and between the company and the Bank of Tokyo-Mitsubishi-UFJ, Ltd.
|
|
10(cc)
|
Asset Purchase Agreement, dated April 27, 2018, between the company and Stark Acquisition Corporation (the "Asset Purchase Agreement")
|
|
10(dd)
|
Amendment and Supplement to Asset Purchase Agreement, dated as of July 1, 2018, between the company and DMT Solutions Global Corporation (f/k/a Stark Acquisition Corporation)
|
Reg. S-K
exhibits |
Description
|
Status or incorporation by reference
|
21
|
Subsidiaries of the registrant
|
|
23
|
Consent of independent registered accounting firm
|
|
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.
|
|
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.
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
|
|
101.INS
|
XBRL Report Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
Page Number
|
|
|
|
Consolidated Financial Statements of Pitney Bowes Inc.
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Balance Sheets at December 31, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2018, 2017 and 2016
|
|
|
||
Financial Statement Schedule
|
|
|
|
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2018, 2017 and 2016
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Equipment sales
|
$
|
430,451
|
|
|
$
|
476,691
|
|
|
$
|
480,031
|
|
Supplies
|
218,304
|
|
|
231,412
|
|
|
241,950
|
|
|||
Software
|
340,855
|
|
|
331,843
|
|
|
325,577
|
|
|||
Rentals
|
363,057
|
|
|
384,123
|
|
|
410,241
|
|
|||
Financing
|
314,778
|
|
|
330,985
|
|
|
366,424
|
|
|||
Support services
|
293,413
|
|
|
299,792
|
|
|
329,424
|
|
|||
Business services
|
1,561,522
|
|
|
1,068,426
|
|
|
827,676
|
|
|||
Total revenue
|
3,522,380
|
|
|
3,123,272
|
|
|
2,981,323
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
||||
Cost of equipment sales
|
181,766
|
|
|
201,116
|
|
|
203,220
|
|
|||
Cost of supplies
|
60,960
|
|
|
66,302
|
|
|
65,509
|
|
|||
Cost of software
|
100,681
|
|
|
95,033
|
|
|
96,151
|
|
|||
Cost of rentals
|
86,330
|
|
|
82,703
|
|
|
74,457
|
|
|||
Financing interest expense
|
48,857
|
|
|
50,665
|
|
|
55,241
|
|
|||
Cost of support services
|
168,271
|
|
|
163,889
|
|
|
166,247
|
|
|||
Cost of business services
|
1,246,084
|
|
|
773,052
|
|
|
568,509
|
|
|||
Selling, general and administrative
|
1,123,116
|
|
|
1,170,905
|
|
|
1,140,100
|
|
|||
Research and development
|
125,588
|
|
|
118,703
|
|
|
107,378
|
|
|||
Restructuring charges and asset impairments, net
|
27,077
|
|
|
56,223
|
|
|
60,295
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
148,181
|
|
|||
Interest expense, net
|
110,900
|
|
|
113,497
|
|
|
88,970
|
|
|||
Other components of net pension and postretirement cost
|
22,425
|
|
|
5,413
|
|
|
5,276
|
|
|||
Other expense
|
7,964
|
|
|
3,856
|
|
|
—
|
|
|||
Total costs and expenses
|
3,310,019
|
|
|
2,901,357
|
|
|
2,779,534
|
|
|||
Income from continuing operations before income taxes
|
212,361
|
|
|
221,915
|
|
|
201,789
|
|
|||
Provision for income taxes
|
12,383
|
|
|
553
|
|
|
106,975
|
|
|||
Income from continuing operations
|
199,978
|
|
|
221,362
|
|
|
94,814
|
|
|||
Income from discontinued operations, net of tax
|
23,687
|
|
|
39,978
|
|
|
17,036
|
|
|||
Net income
|
223,665
|
|
|
261,340
|
|
|
111,850
|
|
|||
Less: Preferred stock dividends of subsidiaries attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
19,045
|
|
|||
Net income - Pitney Bowes Inc.
|
$
|
223,665
|
|
|
$
|
261,340
|
|
|
$
|
92,805
|
|
Amounts attributable to common stockholders:
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
199,978
|
|
|
$
|
221,362
|
|
|
$
|
75,769
|
|
Income from discontinued operations, net of tax
|
23,687
|
|
|
39,978
|
|
|
17,036
|
|
|||
Net income - Pitney Bowes Inc.
|
$
|
223,665
|
|
|
$
|
261,340
|
|
|
$
|
92,805
|
|
Basic earnings per share attributable to common stockholders
(1)
:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
1.07
|
|
|
$
|
1.19
|
|
|
$
|
0.40
|
|
Discontinued operations
|
0.13
|
|
|
0.21
|
|
|
0.09
|
|
|||
Net income - Pitney Bowes Inc.
|
$
|
1.19
|
|
|
$
|
1.40
|
|
|
$
|
0.49
|
|
Diluted earnings per share attributable to common stockholders
(1)
:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
1.06
|
|
|
$
|
1.18
|
|
|
$
|
0.40
|
|
Discontinued operations
|
0.13
|
|
|
0.21
|
|
|
0.09
|
|
|||
Net income - Pitney Bowes Inc.
|
$
|
1.19
|
|
|
$
|
1.39
|
|
|
$
|
0.49
|
|
(1)
|
The sum of the earnings per share amounts may not equal the totals due to rounding.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
223,665
|
|
|
$
|
261,340
|
|
|
$
|
111,850
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translations, net of tax of $(6,289) in 2018
|
(54,531
|
)
|
|
106,391
|
|
|
(4,464
|
)
|
|||
Net unrealized gain on cash flow hedges, net of tax of $232, $678, and $1,513, respectively
|
684
|
|
|
1,079
|
|
|
2,427
|
|
|||
Net unrealized gain (loss) on available for sale securities, net of tax of $(1,545), $944 and $(244), respectively
|
(5,002
|
)
|
|
1,477
|
|
|
(416
|
)
|
|||
Adjustments to pension and postretirement plans, net of tax of $(13,058), $3,089 and $(17,550), respectively
|
(46,170
|
)
|
|
12,185
|
|
|
(73,141
|
)
|
|||
Amortization of pension and postretirement costs, net of tax of $21,675, $13,936, and $14,430, respectively
|
64,999
|
|
|
26,828
|
|
|
24,096
|
|
|||
Other comprehensive (loss) income
|
(40,020
|
)
|
|
147,960
|
|
|
(51,498
|
)
|
|||
Comprehensive income
|
183,645
|
|
|
409,300
|
|
|
60,352
|
|
|||
Less: Preferred stock dividends attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
19,045
|
|
|||
Comprehensive income - Pitney Bowes Inc.
|
$
|
183,645
|
|
|
$
|
409,300
|
|
|
$
|
41,307
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
867,262
|
|
|
$
|
1,009,021
|
|
Short-term investments
|
59,391
|
|
|
48,988
|
|
||
Accounts receivable (net of allowance of $17,617 and $14,786 respectively)
|
455,807
|
|
|
427,022
|
|
||
Short-term finance receivables (net of allowance of $12,454 and $12,187, respectively)
|
789,661
|
|
|
828,003
|
|
||
Inventories
|
41,964
|
|
|
40,769
|
|
||
Current income taxes
|
5,947
|
|
|
58,439
|
|
||
Other current assets and prepayments
|
99,332
|
|
|
83,293
|
|
||
Assets of discontinued operations
|
4,854
|
|
|
334,848
|
|
||
Total current assets
|
2,324,218
|
|
|
2,830,383
|
|
||
Property, plant and equipment, net
|
410,114
|
|
|
373,503
|
|
||
Rental property and equipment, net
|
178,099
|
|
|
183,956
|
|
||
Long-term finance receivables (net of allowance of $7,768 and $6,446, respectively)
|
592,165
|
|
|
652,087
|
|
||
Goodwill
|
1,766,511
|
|
|
1,774,645
|
|
||
Intangible assets, net
|
227,137
|
|
|
272,186
|
|
||
Noncurrent income taxes
|
61,420
|
|
|
59,909
|
|
||
Other assets
|
413,239
|
|
|
540,751
|
|
||
Total assets
|
$
|
5,972,903
|
|
|
$
|
6,687,420
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
1,401,635
|
|
|
$
|
1,458,854
|
|
Current portion of long-term debt
|
199,535
|
|
|
271,057
|
|
||
Advance billings
|
237,529
|
|
|
257,766
|
|
||
Current income taxes
|
15,165
|
|
|
8,823
|
|
||
Liabilities of discontinued operations
|
3,276
|
|
|
72,808
|
|
||
Total current liabilities
|
1,857,140
|
|
|
2,069,308
|
|
||
Deferred taxes on income
|
295,808
|
|
|
249,143
|
|
||
Tax uncertainties and other income tax liabilities
|
39,548
|
|
|
102,051
|
|
||
Long-term debt
|
3,066,073
|
|
|
3,559,278
|
|
||
Other noncurrent liabilities
|
474,862
|
|
|
519,079
|
|
||
Total liabilities
|
5,733,431
|
|
|
6,498,859
|
|
||
|
|
|
|
||||
Commitments and contingencies (See Note 16)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Cumulative preferred stock, $50 par value, 4% convertible
|
1
|
|
|
1
|
|
||
Cumulative preference stock, no par value, $2.12 convertible
|
396
|
|
|
441
|
|
||
Common stock, $1 par value (480,000,000 shares authorized; 323,337,912 shares issued)
|
323,338
|
|
|
323,338
|
|
||
Additional paid-in capital
|
121,475
|
|
|
138,367
|
|
||
Retained earnings
|
5,416,777
|
|
|
5,229,584
|
|
||
Accumulated other comprehensive loss
|
(948,426
|
)
|
|
(792,173
|
)
|
||
Treasury stock, at cost (135,662,830 and 136,734,174 shares, respectively)
|
(4,674,089
|
)
|
|
(4,710,997
|
)
|
||
Total stockholders’ equity
|
239,472
|
|
|
188,561
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,972,903
|
|
|
$
|
6,687,420
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
223,665
|
|
|
$
|
261,340
|
|
|
$
|
111,850
|
|
Income from discontinued operations
|
(23,687
|
)
|
|
(39,978
|
)
|
|
(17,036
|
)
|
|||
Restructuring payments
|
(52,974
|
)
|
|
(37,454
|
)
|
|
(62,071
|
)
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Restructuring charges and asset impairments, net
|
27,077
|
|
|
56,223
|
|
|
60,295
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
148,181
|
|
|||
Depreciation and amortization
|
203,293
|
|
|
179,650
|
|
|
174,065
|
|
|||
Pension plan settlement
|
31,329
|
|
|
—
|
|
|
—
|
|
|||
Special pension plan contribution
|
—
|
|
|
—
|
|
|
(36,731
|
)
|
|||
Loss on sale of businesses
|
—
|
|
|
—
|
|
|
5,786
|
|
|||
Gain on sale of technology
|
—
|
|
|
(6,085
|
)
|
|
—
|
|
|||
Gain on debt forgiveness
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Stock-based compensation
|
21,042
|
|
|
24,389
|
|
|
14,882
|
|
|||
Deferred tax (benefit) provision
|
56,981
|
|
|
(25,390
|
)
|
|
3,467
|
|
|||
Changes in operating assets and liabilities, net of acquisitions/divestitures:
|
|
|
|
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
(35,565
|
)
|
|
(15,923
|
)
|
|
27,794
|
|
|||
Decrease in finance receivables
|
79,918
|
|
|
125,991
|
|
|
119,883
|
|
|||
Decrease (increase) in inventories
|
93
|
|
|
7,324
|
|
|
(2,880
|
)
|
|||
(Increase) decrease in other current assets and prepayments
|
(22,609
|
)
|
|
9,118
|
|
|
(717
|
)
|
|||
Decrease in accounts payable and accrued liabilities
|
(3,180
|
)
|
|
(13,238
|
)
|
|
(97,783
|
)
|
|||
Increase (decrease) in current and non-current income taxes
|
(24,807
|
)
|
|
(14,581
|
)
|
|
(1,661
|
)
|
|||
Decrease in advance billings
|
(21,506
|
)
|
|
(21,193
|
)
|
|
(48,432
|
)
|
|||
Other, net
|
(37,705
|
)
|
|
(23,384
|
)
|
|
14,017
|
|
|||
Net cash provided by operating activities: continuing operations
|
421,365
|
|
|
466,809
|
|
|
402,909
|
|
|||
Net cash (used in) provided by operating activities: discontinued operations
|
(29,103
|
)
|
|
29,004
|
|
|
93,213
|
|
|||
Net cash provided by operating activities
|
392,262
|
|
|
495,813
|
|
|
496,122
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchases of available-for-sale securities
|
(81,527
|
)
|
|
(125,055
|
)
|
|
(212,810
|
)
|
|||
Proceeds from sales/maturities of available-for-sale securities
|
175,820
|
|
|
113,501
|
|
|
211,696
|
|
|||
Net change in short-term and other investments
|
11,838
|
|
|
(8,285
|
)
|
|
75,654
|
|
|||
Capital expenditures
|
(191,444
|
)
|
|
(168,097
|
)
|
|
(159,232
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
5,458
|
|
|
17,671
|
|
|||
Reserve account deposits
|
21,008
|
|
|
10,954
|
|
|
(2,183
|
)
|
|||
Acquisitions, net of cash acquired
|
(10,484
|
)
|
|
(482,853
|
)
|
|
(37,842
|
)
|
|||
Other investing activities
|
(4,250
|
)
|
|
(5,750
|
)
|
|
(6,908
|
)
|
|||
Net cash used in investing activities: continuing operations
|
(79,039
|
)
|
|
(660,127
|
)
|
|
(113,954
|
)
|
|||
Net cash provided by (used in) investing activities: discontinued operations
|
338,783
|
|
|
(2,893
|
)
|
|
(1,599
|
)
|
|||
Net cash provided by (used in) investing activities
|
259,744
|
|
|
(663,020
|
)
|
|
(115,553
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
1,436,660
|
|
|
894,744
|
|
|||
Principal payments of long-term obligations
|
(570,180
|
)
|
|
(964,550
|
)
|
|
(371,007
|
)
|
|||
Decrease in short-term borrowings
|
—
|
|
|
—
|
|
|
(90,000
|
)
|
|||
Dividends paid to stockholders
|
(140,498
|
)
|
|
(139,490
|
)
|
|
(140,608
|
)
|
|||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(18,528
|
)
|
|||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(197,267
|
)
|
|||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|||
Other financing activities
|
(55,741
|
)
|
|
35,127
|
|
|
(6,863
|
)
|
|||
Net cash (used in) provided by financing activities
|
(766,419
|
)
|
|
367,747
|
|
|
(229,529
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(25,381
|
)
|
|
43,959
|
|
|
(26,708
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(139,794
|
)
|
|
244,499
|
|
|
124,332
|
|
|||
Cash and cash equivalents at beginning of period
|
1,009,021
|
|
|
764,522
|
|
|
640,190
|
|
|||
Cash and cash equivalents at end of period
|
869,227
|
|
|
1,009,021
|
|
|
764,522
|
|
|||
Less cash and cash equivalents of discontinued operations
|
1,965
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents of continuing operations at end of period
|
$
|
867,262
|
|
|
$
|
1,009,021
|
|
|
$
|
764,522
|
|
Cash interest paid
|
$
|
171,120
|
|
|
$
|
169,279
|
|
|
$
|
150,567
|
|
Cash income tax payments, net of refunds
|
$
|
25,906
|
|
|
$
|
53,247
|
|
|
$
|
127,299
|
|
|
Preferred
stock
|
|
Preference
stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Treasury stock
|
|
Total equity (deficit)
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
1
|
|
|
$
|
505
|
|
|
$
|
323,338
|
|
|
$
|
161,280
|
|
|
$
|
5,155,537
|
|
|
$
|
(888,635
|
)
|
|
$
|
(4,573,305
|
)
|
|
$
|
178,721
|
|
Net income - Pitney Bowes Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,805
|
|
|
—
|
|
|
—
|
|
|
92,805
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,498
|
)
|
|
—
|
|
|
(51,498
|
)
|
||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common ($0.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,570
|
)
|
|
—
|
|
|
—
|
|
|
(140,570
|
)
|
||||||||
Preference
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
||||||||
Issuances of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,856
|
)
|
|
—
|
|
|
—
|
|
|
26,886
|
|
|
(970
|
)
|
||||||||
Conversions to common stock
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(456
|
)
|
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
15,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,157
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,267
|
)
|
|
(197,267
|
)
|
||||||||
Balance at December 31, 2016
|
1
|
|
|
483
|
|
|
323,338
|
|
|
148,125
|
|
|
5,107,734
|
|
|
(940,133
|
)
|
|
(4,743,208
|
)
|
|
(103,660
|
)
|
||||||||
Net income - Pitney Bowes Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261,340
|
|
|
—
|
|
|
—
|
|
|
261,340
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,960
|
|
|
—
|
|
|
147,960
|
|
||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common ($0.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,454
|
)
|
|
—
|
|
|
—
|
|
|
(139,454
|
)
|
||||||||
Preference
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
||||||||
Issuances of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,316
|
)
|
|
—
|
|
|
—
|
|
|
31,338
|
|
|
(1,978
|
)
|
||||||||
Conversions to common stock
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(831
|
)
|
|
—
|
|
|
—
|
|
|
873
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
24,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,389
|
|
||||||||
Balance at December 31, 2017
|
1
|
|
|
441
|
|
|
323,338
|
|
|
138,367
|
|
|
5,229,584
|
|
|
(792,173
|
)
|
|
(4,710,997
|
)
|
|
188,561
|
|
||||||||
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,026
|
|
|
(116,233
|
)
|
|
—
|
|
|
(12,207
|
)
|
||||||||
Net income - Pitney Bowes Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,665
|
|
|
—
|
|
|
—
|
|
|
223,665
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,020
|
)
|
|
—
|
|
|
(40,020
|
)
|
||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common ($0.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,466
|
)
|
|
—
|
|
|
—
|
|
|
(140,466
|
)
|
||||||||
Preference
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||||||
Issuances of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,030
|
)
|
|
—
|
|
|
—
|
|
|
35,959
|
|
|
(1,071
|
)
|
||||||||
Conversions to common stock
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(904
|
)
|
|
—
|
|
|
—
|
|
|
949
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
21,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,042
|
|
||||||||
Balance at December 31, 2018
|
$
|
1
|
|
|
$
|
396
|
|
|
$
|
323,338
|
|
|
$
|
121,475
|
|
|
$
|
5,416,777
|
|
|
$
|
(948,426
|
)
|
|
$
|
(4,674,089
|
)
|
|
$
|
239,472
|
|
•
|
Costs incurred to obtain a contract with a customer are expensed if the amortization period of the asset is one year or less;
|
•
|
With the exception of certain services contracts, all taxes assessed by government authorities, such as sales and use taxes, value added taxes and excise tax, are excluded from the transaction price;
|
•
|
The transaction price is not adjusted for a significant financing component when a performance obligation is satisfied within one year;
|
•
|
Revenue is recognized based on the amount billable to the customer, when that amount corresponds to the value transferred to the customer;
|
•
|
Shipping and handling activities are accounted for as a fulfillment activity rather than a separate performance obligation; and
|
•
|
We reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price.
|
•
|
The write-off of previously capitalized deferred marketing costs that did not meet the criteria for capitalization under ASC 606;
|
•
|
The capitalization of certain costs to obtain a contract, primarily sales commissions, that are permitted to be capitalized under ASC 606;
|
•
|
The establishment of deferred revenue related to the early renewal of software and data license contracts with terms beginning in 2018, as ASC 606 requires revenue recognition at the commencement of the license term;
|
•
|
The write-off of deferred revenues and related costs for certain software licenses bundled with a lease that are recognized at time of delivery under ASC 606; and
|
•
|
The write-off of advance billings related to certain software data products that are recognized upon delivery under ASC 606.
|
|
Year ended December 31, 2018
|
||||||||||
|
As reported
|
|
Prior guidance
|
|
Increase (decrease)
|
||||||
Income Statement
|
|
|
|
|
|
||||||
Total revenue
|
$
|
3,522,380
|
|
|
$
|
3,483,757
|
|
|
$
|
38,623
|
|
Equipment sales
|
$
|
430,451
|
|
|
$
|
432,911
|
|
|
$
|
(2,460
|
)
|
Software
|
$
|
340,855
|
|
|
$
|
297,976
|
|
|
$
|
42,879
|
|
Business services
|
$
|
1,561,522
|
|
|
$
|
1,563,318
|
|
|
$
|
(1,796
|
)
|
|
|
|
|
|
|
||||||
Total costs and expenses
|
$
|
3,310,019
|
|
|
$
|
3,318,288
|
|
|
$
|
(8,269
|
)
|
Cost of equipment sales
|
$
|
181,766
|
|
|
$
|
181,957
|
|
|
$
|
(191
|
)
|
Cost of software
|
$
|
100,681
|
|
|
$
|
96,332
|
|
|
$
|
4,349
|
|
Selling, general and administrative
|
$
|
1,123,116
|
|
|
$
|
1,135,543
|
|
|
$
|
(12,427
|
)
|
|
|
|
|
|
|
||||||
Income from continuing operations before taxes
|
$
|
212,361
|
|
|
$
|
165,469
|
|
|
$
|
46,892
|
|
|
December 31, 2018
|
||||||||||
|
As reported
|
|
Prior guidance
|
|
Increase (decrease)
|
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Total assets
|
$
|
5,972,903
|
|
|
$
|
5,951,075
|
|
|
$
|
21,828
|
|
Accounts receivable, net
|
$
|
455,807
|
|
|
$
|
454,414
|
|
|
$
|
1,393
|
|
Other current assets and prepayments
|
$
|
99,332
|
|
|
$
|
90,659
|
|
|
$
|
8,673
|
|
Other assets
|
$
|
413,239
|
|
|
$
|
400,955
|
|
|
$
|
12,284
|
|
|
|
|
|
|
|
||||||
Total liabilities
|
$
|
5,733,431
|
|
|
$
|
5,737,751
|
|
|
$
|
(4,320
|
)
|
Accounts payable and accrued liabilities
|
$
|
1,401,635
|
|
|
$
|
1,396,650
|
|
|
$
|
4,985
|
|
Advance billings
|
$
|
237,529
|
|
|
$
|
252,472
|
|
|
$
|
(14,943
|
)
|
Other noncurrent liabilities
|
$
|
474,862
|
|
|
$
|
477,208
|
|
|
$
|
(2,346
|
)
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
239,472
|
|
|
$
|
213,325
|
|
|
$
|
26,147
|
|
Retained earnings
|
$
|
5,416,777
|
|
|
$
|
5,389,732
|
|
|
$
|
27,045
|
|
Accumulated other comprehensive loss
|
$
|
(948,426
|
)
|
|
$
|
(947,528
|
)
|
|
$
|
(898
|
)
|
•
|
Higher other current assets and prepayments primarily due to contract assets that are recognized when data licenses are delivered in advance to the right to invoice. This was offset by lower prepaid costs related to software licenses and software data products, which are now recognized at time of delivery rather than ratably under previous guidance;
|
•
|
Higher other assets primarily due to contract assets that are recognized when data licenses are delivered in advance to the right to invoice;
|
•
|
Higher accounts payable and other accrued liabilities due to higher costs directly related to the higher data license revenue that is recorded at the time of delivery under ASC 606 rather than ratably under the previous guidance; and
|
•
|
Lower advance billings primarily due to our data license products for which revenue is recognized at time of delivery but invoicing occurs in future periods. Under previous guidance data subscriptions were billed in advance and recognized on a ratable basis over the contract term.
|
|
Year ended December 31, 2018
|
|||||||||||||||||||||||
Major products/service lines
|
Global Ecommerce
|
Presort Services
|
North America Mailing
|
International Mailing
|
Software Solutions
|
Total Revenue from sales and services (ASC 606)
|
Revenue from leasing transactions and financing
|
Total Consolidated Revenue
|
||||||||||||||||
Equipment sales
|
$
|
—
|
|
$
|
—
|
|
$
|
59,589
|
|
$
|
52,467
|
|
$
|
—
|
|
$
|
112,056
|
|
$
|
318,395
|
|
$
|
430,451
|
|
Supplies
|
—
|
|
—
|
|
144,283
|
|
74,021
|
|
—
|
|
218,304
|
|
—
|
|
218,304
|
|
||||||||
Software
|
—
|
|
—
|
|
—
|
|
—
|
|
340,855
|
|
340,855
|
|
—
|
|
340,855
|
|
||||||||
Rentals
|
—
|
|
—
|
|
19,390
|
|
8,214
|
|
—
|
|
27,604
|
|
335,453
|
|
363,057
|
|
||||||||
Financing
|
—
|
|
—
|
|
64,279
|
|
11,508
|
|
—
|
|
75,787
|
|
238,991
|
|
314,778
|
|
||||||||
Support services
|
—
|
|
—
|
|
208,855
|
|
84,558
|
|
—
|
|
293,413
|
|
—
|
|
293,413
|
|
||||||||
Business services
|
1,022,862
|
|
515,795
|
|
16,997
|
|
5,868
|
|
—
|
|
1,561,522
|
|
—
|
|
1,561,522
|
|
||||||||
|
$
|
1,022,862
|
|
$
|
515,795
|
|
$
|
513,393
|
|
$
|
236,636
|
|
$
|
340,855
|
|
$
|
2,629,541
|
|
$
|
892,839
|
|
$
|
3,522,380
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue from sales and services (ASC 606)
|
$
|
1,022,862
|
|
$
|
515,795
|
|
$
|
513,393
|
|
$
|
236,636
|
|
$
|
340,855
|
|
$
|
2,629,541
|
|
$
|
—
|
|
$
|
2,629,541
|
|
Revenue from leasing transactions and financing
|
—
|
|
—
|
|
761,632
|
|
131,207
|
|
—
|
|
—
|
|
892,839
|
|
892,839
|
|
||||||||
Total revenue
|
$
|
1,022,862
|
|
$
|
515,795
|
|
$
|
1,275,025
|
|
$
|
367,843
|
|
$
|
340,855
|
|
$
|
2,629,541
|
|
$
|
892,839
|
|
$
|
3,522,380
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Timing of revenue recognition (ASC 606)
|
|
|
|
|
|
|
||||||||||||||||||
Products/services transferred at a point in time
|
$
|
—
|
|
$
|
—
|
|
$
|
203,872
|
|
$
|
126,488
|
|
$
|
134,360
|
|
$
|
464,720
|
|
|
|
||||
Products/services transferred over time
|
1,022,862
|
|
515,795
|
|
309,521
|
|
110,148
|
|
206,495
|
|
2,164,821
|
|
|
|
||||||||||
Total revenue
|
$
|
1,022,862
|
|
$
|
515,795
|
|
$
|
513,393
|
|
$
|
236,636
|
|
$
|
340,855
|
|
$
|
2,629,541
|
|
|
|
|
December 31, 2018
|
|
January 1, 2018
|
|
Total increase (decrease)
|
||||||
Contracts assets, current portion
|
$
|
16,115
|
|
|
$
|
5,075
|
|
|
$
|
11,040
|
|
Contracts assets, noncurrent portion
|
$
|
13,092
|
|
|
$
|
648
|
|
|
$
|
12,444
|
|
Advance billings, current portion
|
$
|
185,322
|
|
|
$
|
209,098
|
|
|
$
|
(23,776
|
)
|
Advance billings, noncurrent portion
|
$
|
12,778
|
|
|
$
|
17,765
|
|
|
$
|
(4,987
|
)
|
|
2019
|
|
2020
|
|
2021-2023
|
|
Total
|
||||||||
North America Mailing
(1)
|
$
|
144,989
|
|
|
$
|
110,930
|
|
|
$
|
133,738
|
|
|
$
|
389,657
|
|
International Mailing
(1)
|
37,921
|
|
|
24,552
|
|
|
38,068
|
|
|
100,541
|
|
||||
Software Solutions
(2)
|
66,185
|
|
|
38,373
|
|
|
22,170
|
|
|
126,728
|
|
||||
Total
|
$
|
249,095
|
|
|
$
|
173,855
|
|
|
$
|
193,976
|
|
|
$
|
616,926
|
|
|
Revenues
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Global Ecommerce
|
$
|
1,022,862
|
|
|
$
|
552,242
|
|
|
$
|
339,320
|
|
Presort Services
|
515,795
|
|
|
497,901
|
|
|
475,582
|
|
|||
Commerce Services
|
1,538,657
|
|
|
1,050,143
|
|
|
814,902
|
|
|||
North America Mailing
|
1,275,025
|
|
|
1,357,405
|
|
|
1,429,027
|
|
|||
International Mailing
|
367,843
|
|
|
384,097
|
|
|
412,244
|
|
|||
SMB Solutions
|
1,642,868
|
|
|
1,741,502
|
|
|
1,841,271
|
|
|||
Software Solutions
|
340,855
|
|
|
331,627
|
|
|
325,150
|
|
|||
Total Revenue
|
$
|
3,522,380
|
|
|
$
|
3,123,272
|
|
|
$
|
2,981,323
|
|
|
|
|
|
|
|
||||||
Geographic data:
|
|
|
|
|
|
||||||
United States
|
$
|
2,865,228
|
|
|
$
|
2,466,403
|
|
|
$
|
2,299,607
|
|
Outside United States
|
657,152
|
|
|
656,869
|
|
|
681,716
|
|
|||
Total
|
$
|
3,522,380
|
|
|
$
|
3,123,272
|
|
|
$
|
2,981,323
|
|
|
EBIT
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Global Ecommerce
|
$
|
(32,379
|
)
|
|
$
|
(17,899
|
)
|
|
$
|
3,043
|
|
Presort Services
|
73,768
|
|
|
97,506
|
|
|
95,258
|
|
|||
Commerce Services
|
41,389
|
|
|
79,607
|
|
|
98,301
|
|
|||
North America Mailing
|
470,268
|
|
|
498,571
|
|
|
594,723
|
|
|||
International Mailing
|
63,820
|
|
|
48,531
|
|
|
45,408
|
|
|||
SMB Solutions
|
534,088
|
|
|
547,102
|
|
|
640,131
|
|
|||
Software Solutions
|
47,094
|
|
|
33,818
|
|
|
22,119
|
|
|||
Total segment EBIT
|
622,571
|
|
|
660,527
|
|
|
760,551
|
|
|||
Reconciling items:
|
|
|
|
|
|
|
|
||||
Interest, net
|
(159,757
|
)
|
|
(164,162
|
)
|
|
(144,211
|
)
|
|||
Unallocated corporate expenses
|
(180,481
|
)
|
|
(214,072
|
)
|
|
(199,954
|
)
|
|||
Restructuring charges and asset impairments, net
|
(27,077
|
)
|
|
(56,223
|
)
|
|
(60,295
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
(148,181
|
)
|
|||
Pension settlement
|
(31,329
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of technology
|
—
|
|
|
6,085
|
|
|
—
|
|
|||
Transaction costs
|
(3,602
|
)
|
|
(6,384
|
)
|
|
(6,121
|
)
|
|||
Other expense
|
(7,964
|
)
|
|
(3,856
|
)
|
|
—
|
|
|||
Income from continuing operations before income taxes
|
212,361
|
|
|
221,915
|
|
|
201,789
|
|
|||
Provision for income taxes
|
12,383
|
|
|
553
|
|
|
106,975
|
|
|||
Income from discontinued operations, net of tax
|
23,687
|
|
|
39,978
|
|
|
17,036
|
|
|||
Net income
|
$
|
223,665
|
|
|
$
|
261,340
|
|
|
$
|
111,850
|
|
|
Depreciation and amortization
|
|||||||||||
|
Years Ended December 31,
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
Global Ecommerce
|
$
|
61,046
|
|
|
$
|
36,662
|
|
|
$
|
30,607
|
|
|
Presort Services
|
26,838
|
|
|
26,541
|
|
|
27,929
|
|
||||
Commerce Services
|
87,884
|
|
|
63,203
|
|
|
58,536
|
|
||||
North America Mailing
|
68,250
|
|
|
64,803
|
|
|
60,066
|
|
||||
International Mailing
|
16,142
|
|
|
18,562
|
|
|
19,431
|
|
||||
SMB Solutions
|
84,392
|
|
|
83,365
|
|
|
79,497
|
|
||||
Software Solutions
|
9,540
|
|
|
8,978
|
|
|
14,621
|
|
||||
Total for reportable segments
|
181,816
|
|
|
155,546
|
|
|
152,654
|
|
||||
Unallocated amounts
|
21,477
|
|
|
24,104
|
|
|
21,411
|
|
||||
Total depreciation and amortization
|
$
|
203,293
|
|
|
$
|
179,650
|
|
—
|
|
$
|
174,065
|
|
|
Capital expenditures
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Global Ecommerce
|
$
|
46,117
|
|
|
$
|
26,810
|
|
|
$
|
15,647
|
|
Presort Services
|
42,532
|
|
|
20,860
|
|
|
17,537
|
|
|||
Commerce Services
|
88,649
|
|
|
47,670
|
|
|
33,184
|
|
|||
North America Mailing
|
61,458
|
|
|
69,131
|
|
|
83,547
|
|
|||
International Mailing
|
10,701
|
|
|
11,982
|
|
|
3,163
|
|
|||
SMB Solutions
|
72,159
|
|
|
81,113
|
|
|
86,710
|
|
|||
Software Solutions
|
4,251
|
|
|
9,181
|
|
|
4,617
|
|
|||
Total for reportable segments
|
165,059
|
|
|
137,964
|
|
|
124,511
|
|
|||
Unallocated amount
|
26,385
|
|
|
30,133
|
|
|
34,721
|
|
|||
Total capital expenditures
|
$
|
191,444
|
|
|
$
|
168,097
|
|
|
$
|
159,232
|
|
|
Assets
|
||||||||||
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Global Ecommerce
|
$
|
1,023,732
|
|
|
$
|
1,016,045
|
|
|
$
|
449,363
|
|
Presort Services
|
431,512
|
|
|
387,701
|
|
|
373,443
|
|
|||
Commerce Services
|
1,455,244
|
|
|
1,403,746
|
|
|
822,806
|
|
|||
North America Mailing
|
1,859,355
|
|
|
1,965,198
|
|
|
2,073,344
|
|
|||
International Mailing
|
502,370
|
|
|
550,306
|
|
|
521,003
|
|
|||
SMB Solutions
|
2,361,725
|
|
|
2,515,504
|
|
|
2,594,347
|
|
|||
Software Solutions
|
593,050
|
|
|
583,549
|
|
|
569,414
|
|
|||
Total for reportable segments
|
4,410,019
|
|
|
4,502,799
|
|
|
3,986,567
|
|
|||
Cash and cash equivalents
|
867,262
|
|
|
1,009,021
|
|
|
764,522
|
|
|||
Short-term investments
|
59,391
|
|
|
48,988
|
|
|
38,448
|
|
|||
Assets of discontinued operations
|
4,854
|
|
|
334,848
|
|
|
317,333
|
|
|||
Other corporate assets
|
631,377
|
|
|
791,764
|
|
|
730,263
|
|
|||
Consolidated assets
|
$
|
5,972,903
|
|
|
$
|
6,687,420
|
|
|
$
|
5,837,133
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
211,542
|
|
|
$
|
426,676
|
|
|
$
|
425,252
|
|
|
|
|
|
|
|
||||||
Earnings from discontinued operations
|
$
|
18,952
|
|
|
$
|
61,074
|
|
|
$
|
41,880
|
|
Gain on sale
|
60,611
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations before taxes
|
79,563
|
|
|
61,074
|
|
|
41,880
|
|
|||
Tax provision
|
55,876
|
|
|
21,096
|
|
|
24,844
|
|
|||
Income from discontinued operations
|
$
|
23,687
|
|
|
$
|
39,978
|
|
|
$
|
17,036
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
1,965
|
|
|
$
|
—
|
|
Accounts receivable, net
|
1,057
|
|
|
97,402
|
|
||
Inventories
|
849
|
|
|
48,910
|
|
||
Other current assets and prepayments
|
278
|
|
|
3,365
|
|
||
Property, plant and equipment, net
|
526
|
|
|
5,541
|
|
||
Rental property and equipment, net
|
179
|
|
|
1,786
|
|
||
Goodwill
|
—
|
|
|
177,799
|
|
||
Other assets
|
—
|
|
|
45
|
|
||
Assets of discontinued operations
|
$
|
4,854
|
|
|
$
|
334,848
|
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
662
|
|
|
$
|
36,592
|
|
Advance billings
|
593
|
|
|
30,607
|
|
||
Other current liabilities
|
2,021
|
|
|
—
|
|
||
Other noncurrent liabilities
|
—
|
|
|
5,609
|
|
||
Liabilities of discontinued operations
|
$
|
3,276
|
|
|
$
|
72,808
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
$
|
199,978
|
|
|
$
|
221,362
|
|
|
$
|
75,769
|
|
Income from discontinued operations
|
23,687
|
|
|
39,978
|
|
|
17,036
|
|
|||
Net income (numerator for diluted EPS)
|
223,665
|
|
|
261,340
|
|
|
92,805
|
|
|||
Less: Preference stock dividend
|
32
|
|
|
36
|
|
|
38
|
|
|||
Income attributable to common stockholders (numerator for basic EPS)
|
$
|
223,633
|
|
|
$
|
261,304
|
|
|
$
|
92,767
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares used in basic EPS
|
187,277
|
|
|
186,332
|
|
|
187,945
|
|
|||
Dilutive effect of common stock equivalents
|
1,105
|
|
|
1,103
|
|
|
1,030
|
|
|||
Weighted-average shares used in diluted EPS
|
188,382
|
|
|
187,435
|
|
|
188,975
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.07
|
|
|
$
|
1.19
|
|
|
$
|
0.40
|
|
Discontinued operations
|
0.13
|
|
|
0.21
|
|
|
0.09
|
|
|||
Net income attributable to Pitney Bowes Inc.
|
$
|
1.19
|
|
|
$
|
1.40
|
|
|
$
|
0.49
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.06
|
|
|
$
|
1.18
|
|
|
$
|
0.40
|
|
Discontinued operations
|
0.13
|
|
|
0.21
|
|
|
0.09
|
|
|||
Net income attributable to Pitney Bowes Inc.
|
$
|
1.19
|
|
|
$
|
1.39
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
||||||
Anti-dilutive options excluded from diluted earnings per share:
|
12,089
|
|
|
10,267
|
|
|
8,126
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
8,231
|
|
|
$
|
11,767
|
|
Supplies and service parts
|
21,841
|
|
|
21,475
|
|
||
Finished products
|
14,897
|
|
|
13,261
|
|
||
Inventory at FIFO cost, net
|
44,969
|
|
|
46,503
|
|
||
Excess of FIFO cost over LIFO cost
|
(3,005
|
)
|
|
(5,734
|
)
|
||
Total inventory, net
|
$
|
41,964
|
|
|
$
|
40,769
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
North America
|
|
International
|
|
Total
|
|
North America
|
|
International
|
|
Total
|
||||||||||||
Sales-type lease receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross finance receivables
|
$
|
1,004,491
|
|
|
$
|
268,199
|
|
|
$
|
1,272,690
|
|
|
$
|
1,023,549
|
|
|
$
|
292,059
|
|
|
$
|
1,315,608
|
|
Unguaranteed residual values
|
53,793
|
|
|
12,772
|
|
|
66,565
|
|
|
74,093
|
|
|
14,202
|
|
|
88,295
|
|
||||||
Unearned income
|
(211,683
|
)
|
|
(55,113
|
)
|
|
(266,796
|
)
|
|
(216,720
|
)
|
|
(62,325
|
)
|
|
(279,045
|
)
|
||||||
Allowance for credit losses
|
(10,253
|
)
|
|
(2,355
|
)
|
|
(12,608
|
)
|
|
(7,721
|
)
|
|
(2,794
|
)
|
|
(10,515
|
)
|
||||||
Net investment in sales-type lease receivables
|
836,348
|
|
|
223,503
|
|
|
1,059,851
|
|
|
873,201
|
|
|
241,142
|
|
|
1,114,343
|
|
||||||
Loan receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loan receivables
|
300,319
|
|
|
29,270
|
|
|
329,589
|
|
|
339,373
|
|
|
34,492
|
|
|
373,865
|
|
||||||
Allowance for credit losses
|
(6,777
|
)
|
|
(837
|
)
|
|
(7,614
|
)
|
|
(7,098
|
)
|
|
(1,020
|
)
|
|
(8,118
|
)
|
||||||
Net investment in loan receivables
|
293,542
|
|
|
28,433
|
|
|
321,975
|
|
|
332,275
|
|
|
33,472
|
|
|
365,747
|
|
||||||
Net investment in finance receivables
|
$
|
1,129,890
|
|
|
$
|
251,936
|
|
|
$
|
1,381,826
|
|
|
$
|
1,205,476
|
|
|
$
|
274,614
|
|
|
$
|
1,480,090
|
|
|
Sales-type Lease Receivables
|
|
Loan Receivables
|
|
|
||||||||||||||
|
North
America
|
|
International
|
|
North
America
|
|
International
|
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
6,606
|
|
|
$
|
3,542
|
|
|
$
|
10,024
|
|
|
$
|
1,518
|
|
|
$
|
21,690
|
|
Amounts charged to expense
|
5,136
|
|
|
1,161
|
|
|
6,238
|
|
|
836
|
|
|
13,371
|
|
|||||
Accounts written off
|
(3,495
|
)
|
|
(2,056
|
)
|
|
(7,745
|
)
|
|
(1,265
|
)
|
|
(14,561
|
)
|
|||||
Balance at December 31, 2016
|
8,247
|
|
|
2,647
|
|
|
8,517
|
|
|
1,089
|
|
|
20,500
|
|
|||||
Amounts charged to expense
|
7,544
|
|
|
1,280
|
|
|
6,273
|
|
|
510
|
|
|
15,607
|
|
|||||
Accounts written off
|
(8,070
|
)
|
|
(1,133
|
)
|
|
(7,692
|
)
|
|
(579
|
)
|
|
(17,474
|
)
|
|||||
Balance at December 31, 2017
|
7,721
|
|
|
2,794
|
|
|
7,098
|
|
|
1,020
|
|
|
18,633
|
|
|||||
Amounts charged to expense
|
7,928
|
|
|
1,315
|
|
|
6,825
|
|
|
532
|
|
|
16,600
|
|
|||||
Accounts written off
|
(5,396
|
)
|
|
(1,754
|
)
|
|
(7,146
|
)
|
|
(715
|
)
|
|
(15,011
|
)
|
|||||
Balance at December 31, 2018
|
$
|
10,253
|
|
|
$
|
2,355
|
|
|
$
|
6,777
|
|
|
$
|
837
|
|
|
$
|
20,222
|
|
|
Sales-type Lease Receivables
|
|
Loan Receivables
|
|
|
||||||||||||||
|
North
America
|
|
International
|
|
North
America
|
|
International
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
1 - 90 days
|
$
|
966,868
|
|
|
$
|
263,954
|
|
|
$
|
294,126
|
|
|
$
|
29,079
|
|
|
$
|
1,554,027
|
|
> 90 days
|
37,623
|
|
|
4,245
|
|
|
6,193
|
|
|
191
|
|
|
48,252
|
|
|||||
Total
|
$
|
1,004,491
|
|
|
$
|
268,199
|
|
|
$
|
300,319
|
|
|
$
|
29,270
|
|
|
$
|
1,602,279
|
|
Past due amounts > 90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Still accruing interest
|
$
|
7,159
|
|
|
$
|
1,202
|
|
|
$
|
1,769
|
|
|
$
|
72
|
|
|
$
|
10,202
|
|
Not accruing interest
|
30,464
|
|
|
3,043
|
|
|
4,424
|
|
|
119
|
|
|
38,050
|
|
|||||
Total
|
$
|
37,623
|
|
|
$
|
4,245
|
|
|
$
|
6,193
|
|
|
$
|
191
|
|
|
$
|
48,252
|
|
|
Sales-type Lease Receivables
|
|
Loan Receivables
|
|
|
||||||||||||||
|
North
America
|
|
International
|
|
North
America
|
|
International
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
1 - 90 days
|
$
|
971,002
|
|
|
$
|
286,170
|
|
|
$
|
330,503
|
|
|
$
|
34,239
|
|
|
$
|
1,621,914
|
|
> 90 days
|
52,547
|
|
|
5,889
|
|
|
8,870
|
|
|
253
|
|
|
67,559
|
|
|||||
Total
|
$
|
1,023,549
|
|
|
$
|
292,059
|
|
|
$
|
339,373
|
|
|
$
|
34,492
|
|
|
$
|
1,689,473
|
|
Past due amounts > 90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Still accruing interest
|
$
|
10,807
|
|
|
$
|
1,738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,545
|
|
Not accruing interest
|
41,740
|
|
|
4,151
|
|
|
8,870
|
|
|
253
|
|
|
55,014
|
|
|||||
Total
|
$
|
52,547
|
|
|
$
|
5,889
|
|
|
$
|
8,870
|
|
|
$
|
253
|
|
|
$
|
67,559
|
|
•
|
Low risk accounts are companies with very good credit scores and are considered to approximate the top
30%
of all commercial borrowers.
|
•
|
Medium risk accounts are companies with average to good credit scores and are considered to approximate the middle
40%
of all commercial borrowers.
|
•
|
High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent and are considered to approximate the bottom
30%
of all commercial borrowers.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Sales-type lease receivables
|
|
|
|
|
|
||
Low
|
$
|
834,230
|
|
|
$
|
819,776
|
|
Medium
|
118,945
|
|
|
148,000
|
|
||
High
|
19,981
|
|
|
21,728
|
|
||
Not Scored
|
31,335
|
|
|
34,045
|
|
||
Total
|
$
|
1,004,491
|
|
|
$
|
1,023,549
|
|
Loan receivables
|
|
|
|
|
|
||
Low
|
$
|
238,620
|
|
|
$
|
262,646
|
|
Medium
|
43,952
|
|
|
56,744
|
|
||
High
|
5,947
|
|
|
6,791
|
|
||
Not Scored
|
11,800
|
|
|
13,192
|
|
||
Total
|
$
|
300,319
|
|
|
$
|
339,373
|
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Land
|
$
|
9,333
|
|
|
$
|
9,333
|
|
Buildings and improvements
|
198,025
|
|
|
206,752
|
|
||
Capitalized software
|
283,446
|
|
|
224,754
|
|
||
Machinery and equipment
|
718,557
|
|
|
688,725
|
|
||
|
1,209,361
|
|
|
1,129,564
|
|
||
Accumulated depreciation
|
(799,247
|
)
|
|
(756,061
|
)
|
||
Property, plant and equipment, net
|
$
|
410,114
|
|
|
$
|
373,503
|
|
|
|
|
|
||||
Rental property and equipment
|
$
|
371,908
|
|
|
$
|
386,039
|
|
Accumulated depreciation
|
(193,809
|
)
|
|
(202,083
|
)
|
||
Rental property and equipment, net
|
$
|
178,099
|
|
|
$
|
183,956
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer relationships
|
$
|
480,837
|
|
|
$
|
(281,190
|
)
|
|
$
|
199,647
|
|
|
$
|
504,716
|
|
|
$
|
(271,066
|
)
|
|
$
|
233,650
|
|
Software & technology
|
165,088
|
|
|
(143,877
|
)
|
|
21,211
|
|
|
167,122
|
|
|
(138,724
|
)
|
|
28,398
|
|
||||||
Trademarks & other
|
40,170
|
|
|
(33,891
|
)
|
|
6,279
|
|
|
40,649
|
|
|
(30,511
|
)
|
|
10,138
|
|
||||||
Total intangible assets, net
|
$
|
686,095
|
|
|
$
|
(458,958
|
)
|
|
$
|
227,137
|
|
|
$
|
712,487
|
|
|
$
|
(440,301
|
)
|
|
$
|
272,186
|
|
|
Goodwill before accumulated impairment
|
|
Accumulated impairment
|
|
December 31, 2017
|
|
Acquisitions
|
|
Other
(1)
|
|
December 31, 2018
|
|||||||||||||
Global Ecommerce
|
$
|
602,461
|
|
|
$
|
—
|
|
|
$
|
602,461
|
|
|
$
|
7,623
|
|
|
$
|
(653
|
)
|
|
$
|
609,431
|
|
|
Presort Services
|
204,781
|
|
|
—
|
|
|
204,781
|
|
|
2,684
|
|
|
—
|
|
|
207,465
|
|
|||||||
Commerce Services
|
807,242
|
|
|
—
|
|
|
807,242
|
|
|
10,307
|
|
|
(653
|
)
|
|
816,896
|
|
|||||||
North America Mailing
|
368,905
|
|
|
—
|
|
|
368,905
|
|
|
—
|
|
|
(657
|
)
|
|
368,248
|
|
|||||||
International Mailing
|
158,203
|
|
|
—
|
|
|
158,203
|
|
|
—
|
|
|
(10,996
|
)
|
|
147,207
|
|
|||||||
SMB Solutions
|
527,108
|
|
|
—
|
|
|
527,108
|
|
|
—
|
|
|
(11,653
|
)
|
|
515,455
|
|
|||||||
Software Solutions
|
588,476
|
|
|
(148,181
|
)
|
—
|
|
440,295
|
|
|
—
|
|
|
(6,135
|
)
|
|
434,160
|
|
||||||
Total goodwill
|
$
|
1,922,826
|
|
|
$
|
(148,181
|
)
|
|
$
|
1,774,645
|
|
|
$
|
10,307
|
|
|
$
|
(18,441
|
)
|
|
$
|
1,766,511
|
|
|
Goodwill before accumulated impairment
|
|
Accumulated impairment
|
|
December 31, 2016
|
|
Acquisitions
|
|
Other
(1)
|
|
December 31, 2017
|
||||||||||||
Global Ecommerce
|
$
|
272,189
|
|
|
$
|
—
|
|
|
$
|
272,189
|
|
|
$
|
330,272
|
|
|
$
|
—
|
|
|
$
|
602,461
|
|
Presort Services
|
196,890
|
|
|
—
|
|
|
196,890
|
|
|
7,891
|
|
|
—
|
|
|
204,781
|
|
||||||
Commerce Services
|
469,079
|
|
|
—
|
|
|
469,079
|
|
|
338,163
|
|
|
—
|
|
|
807,242
|
|
||||||
North America Mailing
|
354,000
|
|
|
—
|
|
|
354,000
|
|
|
—
|
|
|
14,905
|
|
|
368,905
|
|
||||||
International Mailing
|
145,566
|
|
|
—
|
|
|
145,566
|
|
|
—
|
|
|
12,637
|
|
|
158,203
|
|
||||||
SMB Solutions
|
499,566
|
|
|
—
|
|
|
499,566
|
|
|
—
|
|
|
27,542
|
|
|
527,108
|
|
||||||
Software Solutions
|
579,462
|
|
|
(148,181
|
)
|
|
431,281
|
|
|
—
|
|
|
9,014
|
|
|
440,295
|
|
||||||
Total goodwill
|
$
|
1,548,107
|
|
|
$
|
(148,181
|
)
|
|
$
|
1,399,926
|
|
|
$
|
338,163
|
|
|
$
|
36,556
|
|
|
$
|
1,774,645
|
|
(1)
|
Primarily represents foreign currency translation adjustments.
|
Level 1
–
|
Unadjusted quoted prices in active markets for identical assets and liabilities.
|
Level 2
–
|
Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
|
Level 3
–
|
Unobservable inputs that are supported by little or no market activity and may be derived from internally developed methodologies based on management's best estimates.
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds / commercial paper
|
$
|
220,756
|
|
|
$
|
391,891
|
|
|
$
|
—
|
|
|
$
|
612,647
|
|
Equity securities
|
—
|
|
|
19,133
|
|
|
—
|
|
|
19,133
|
|
||||
Commingled fixed income securities
|
1,570
|
|
|
20,141
|
|
|
—
|
|
|
21,711
|
|
||||
Government and related securities
|
98,790
|
|
|
9,787
|
|
|
—
|
|
|
108,577
|
|
||||
Corporate debt securities
|
—
|
|
|
56,938
|
|
|
—
|
|
|
56,938
|
|
||||
Mortgage-backed / asset-backed securities
|
—
|
|
|
98,334
|
|
|
—
|
|
|
98,334
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
—
|
|
|
2,031
|
|
|
—
|
|
|
2,031
|
|
||||
Total assets
|
$
|
321,116
|
|
|
$
|
598,255
|
|
|
$
|
—
|
|
|
$
|
919,371
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(735
|
)
|
|
$
|
—
|
|
|
$
|
(735
|
)
|
Total liabilities
|
$
|
—
|
|
|
$
|
(735
|
)
|
|
$
|
—
|
|
|
$
|
(735
|
)
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds / commercial paper
|
$
|
143,349
|
|
|
$
|
542,568
|
|
|
$
|
—
|
|
|
$
|
685,917
|
|
Equity securities
|
—
|
|
|
40,717
|
|
|
—
|
|
|
40,717
|
|
||||
Commingled fixed income securities
|
1,569
|
|
|
4,516
|
|
|
—
|
|
|
6,085
|
|
||||
Government and related securities
|
116,041
|
|
|
18,587
|
|
|
—
|
|
|
134,628
|
|
||||
Corporate debt securities
|
—
|
|
|
75,109
|
|
|
—
|
|
|
75,109
|
|
||||
Mortgage-backed / asset-backed securities
|
—
|
|
|
158,202
|
|
|
—
|
|
|
158,202
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
—
|
|
|
1,776
|
|
|
—
|
|
|
1,776
|
|
||||
Foreign exchange contracts
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
||||
Total assets
|
$
|
260,959
|
|
|
$
|
841,597
|
|
|
$
|
—
|
|
|
$
|
1,102,556
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(335
|
)
|
|
$
|
—
|
|
|
$
|
(335
|
)
|
Total liabilities
|
$
|
—
|
|
|
$
|
(335
|
)
|
|
$
|
—
|
|
|
$
|
(335
|
)
|
•
|
Money Market Funds / Commercial Paper:
Money market funds typically invest in government securities, certificates of deposit, commercial paper and other highly liquid, low risk securities. Money market funds are principally used for overnight deposits and are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when they are not actively traded on an exchange. Direct investments in commercial paper are not listed on an exchange in an active market and are classified as Level 2.
|
•
|
Equity Securities:
Comprised of mutual funds investing in U.S. and foreign stocks. These mutual funds are classified as Level 2.
|
•
|
Commingled Fixed Income Securities:
Comprised of mutual funds that invest in a variety of fixed income securities including securities of the U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Fair value is based on the value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding, as reported by the fund manager. These mutual funds are classified as Level 2.
|
•
|
Government and related securities:
Debt securities are classified as Level 1 where active, high volume trades for identical securities exist. Valuation adjustments are not applied to these securities. Debt securities valued using quoted market prices for similar securities or pricing models based on quoted market prices and trade data for comparable securities are classified as Level 2.
|
•
|
Corporate Debt Securities:
Corporate debt securities are valued using recently executed transactions, market price quotations where observable, or bond spreads and are classified as Level 2. The spread data used are for the same maturity as the security.
|
•
|
Mortgage-Backed Securities / Asset-Backed Securities:
These securities are valued based on external pricing indices or on external price/spread data when external index pricing is not observable. These securities are classified as Level 2.
|
|
December 31, 2018
|
||||||||||||||
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Estimated fair value
|
||||||||
Government and related securities
|
$
|
109,776
|
|
|
$
|
47
|
|
|
$
|
(1,336
|
)
|
|
$
|
108,487
|
|
Corporate debt securities
|
58,714
|
|
|
4
|
|
|
(1,780
|
)
|
|
56,938
|
|
||||
Commingled fixed income securities
|
1,637
|
|
|
—
|
|
|
(67
|
)
|
|
1,570
|
|
||||
Mortgage-backed / asset-backed securities
|
100,186
|
|
|
167
|
|
|
(2,019
|
)
|
|
98,334
|
|
||||
Total
|
$
|
270,313
|
|
|
$
|
218
|
|
|
$
|
(5,202
|
)
|
|
$
|
265,329
|
|
|
December 31, 2017
|
||||||||||||||
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Estimated fair value
|
||||||||
Government and related securities
|
$
|
131,872
|
|
|
$
|
1,984
|
|
|
$
|
(1,090
|
)
|
|
$
|
132,766
|
|
Corporate debt securities
|
73,612
|
|
|
1,724
|
|
|
(227
|
)
|
|
75,109
|
|
||||
Commingled fixed income securities
|
1,796
|
|
|
—
|
|
|
(40
|
)
|
|
1,756
|
|
||||
Mortgage-backed / asset-backed securities
|
158,496
|
|
|
1,348
|
|
|
(1,642
|
)
|
|
158,202
|
|
||||
Total
|
$
|
365,776
|
|
|
$
|
5,056
|
|
|
$
|
(2,999
|
)
|
|
$
|
367,833
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
||||||||
Greater than 12 continuous months
|
$
|
177,331
|
|
|
$
|
4,355
|
|
|
$
|
115,815
|
|
|
$
|
2,290
|
|
Less than 12 continuous months
|
48,318
|
|
|
847
|
|
|
90,838
|
|
|
709
|
|
||||
Total
|
$
|
225,649
|
|
|
$
|
5,202
|
|
|
$
|
206,653
|
|
|
$
|
2,999
|
|
|
Amortized cost
|
|
Estimated fair value
|
||||
Within 1 year
|
$
|
49,531
|
|
|
$
|
49,286
|
|
After 1 year through 5 years
|
107,848
|
|
|
106,586
|
|
||
After 5 years through 10 years
|
35,531
|
|
|
34,627
|
|
||
After 10 years
|
77,403
|
|
|
74,830
|
|
||
Total
|
$
|
270,313
|
|
|
$
|
265,329
|
|
|
|
|
|
December 31,
|
||||||
Designation of Derivatives
|
|
Balance Sheet Location
|
|
2018
|
|
2017
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets and prepayments
|
|
$
|
61
|
|
|
$
|
57
|
|
|
|
Accounts payable and accrued liabilities
|
|
(104
|
)
|
|
(144
|
)
|
||
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
Other non-current assets
|
|
—
|
|
|
1,776
|
|
||
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets and prepayments
|
|
1,970
|
|
|
65
|
|
||
|
|
Accounts payable and accrued liabilities
|
|
(631
|
)
|
|
(191
|
)
|
||
|
|
|
|
|
|
|
||||
|
|
Total derivative assets
|
|
2,031
|
|
|
1,898
|
|
||
|
|
Total derivative liabilities
|
|
(735
|
)
|
|
(335
|
)
|
||
|
|
Total net derivative asset
|
|
$
|
1,296
|
|
|
$
|
1,563
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
Derivative Gain (Loss)
Recognized in AOCI
(Effective Portion)
|
|
Location of Gain (Loss)
(Effective Portion)
|
|
Gain (Loss) Reclassified
from AOCI to Earnings
(Effective Portion)
|
||||||||||||
Derivative Instrument
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|||||||||
Foreign exchange contracts
|
|
$
|
106
|
|
|
$
|
(650
|
)
|
|
Revenue
|
|
$
|
11
|
|
|
$
|
(179
|
)
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
51
|
|
|
(32
|
)
|
||||
Interest rate swap
|
|
$
|
(1,776
|
)
|
|
$
|
1,776
|
|
|
Interest Expense
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
62
|
|
|
$
|
(211
|
)
|
|
|
|
|
Years Ended December 31,
|
||||||
|
|
|
|
Derivative Gain (Loss)
Recognized in Earnings
|
||||||
Derivatives Instrument
|
|
Location of Derivative Gain (Loss)
|
|
2018
|
|
2017
|
||||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
$
|
(33,453
|
)
|
|
$
|
(2,203
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Other assets:
|
|
|
|
||||
Long-term investments
|
$
|
311,417
|
|
|
$
|
435,612
|
|
Deferred marketing costs
|
—
|
|
|
35,668
|
|
||
Contract assets and cost to obtain a contract
|
42,287
|
|
|
—
|
|
||
Other
|
59,535
|
|
|
69,471
|
|
||
Total
|
$
|
413,239
|
|
|
$
|
540,751
|
|
|
|
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
285,592
|
|
|
$
|
284,857
|
|
Customer deposits
|
700,397
|
|
|
693,005
|
|
||
Employee related liabilities
|
230,044
|
|
|
251,545
|
|
||
Other
|
185,602
|
|
|
229,447
|
|
||
Total
|
$
|
1,401,635
|
|
|
$
|
1,458,854
|
|
|
Severance and benefits costs
|
|
Other exit
costs
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
28,234
|
|
|
$
|
281
|
|
|
$
|
28,515
|
|
Expenses, net
|
50,114
|
|
|
2,545
|
|
|
52,659
|
|
|||
Cash payments
|
(36,197
|
)
|
|
(1,257
|
)
|
|
(37,454
|
)
|
|||
Balance at December 31, 2017
|
42,151
|
|
|
1,569
|
|
|
43,720
|
|
|||
Expenses, net
|
19,130
|
|
|
6,507
|
|
|
25,637
|
|
|||
Cash payments
|
(47,640
|
)
|
|
(5,334
|
)
|
|
(52,974
|
)
|
|||
Balance at December 31, 2018
|
$
|
13,641
|
|
|
$
|
2,742
|
|
|
$
|
16,383
|
|
|
|
|
December 31,
|
||||||
|
Interest rate
|
|
2018
|
|
2017
|
||||
Notes due March 2018
|
5.60%
|
|
$
|
—
|
|
|
$
|
250,000
|
|
Notes due March 2019
|
6.25%
|
|
—
|
|
|
300,000
|
|
||
Notes due September 2020
|
3.875%
|
|
300,000
|
|
|
300,000
|
|
||
Notes due October 2021
|
3.875%
|
|
600,000
|
|
|
600,000
|
|
||
Notes due May 2022
|
4.375%
|
|
400,000
|
|
|
400,000
|
|
||
Notes due April 2023
|
4.95%
|
|
400,000
|
|
|
400,000
|
|
||
Notes due March 2024
|
4.625%
|
|
500,000
|
|
|
500,000
|
|
||
Notes due January 2037
|
5.25%
|
|
35,841
|
|
|
35,841
|
|
||
Notes due March 2043
|
6.70%
|
|
425,000
|
|
|
425,000
|
|
||
Term loans
|
Variable
|
|
630,000
|
|
|
650,000
|
|
||
Other debt
|
|
|
5,297
|
|
|
5,476
|
|
||
Principal amount
|
|
|
3,296,138
|
|
|
3,866,317
|
|
||
Less: unamortized costs, net
|
|
|
30,530
|
|
|
35,982
|
|
||
Total debt
|
|
|
3,265,608
|
|
|
3,830,335
|
|
||
Less: current portion long-term debt
|
|
|
199,535
|
|
|
271,057
|
|
||
Long-term debt
|
|
|
$
|
3,066,073
|
|
|
$
|
3,559,278
|
|
2019
|
$
|
200,194
|
|
2020
|
730,103
|
|
|
2021
|
600,000
|
|
|
2022
|
400,000
|
|
|
2023
|
400,000
|
|
|
Thereafter
|
965,841
|
|
|
Total
|
$
|
3,296,138
|
|
|
United States
|
|
Foreign
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accumulated benefit obligation
|
$
|
1,500,691
|
|
|
$
|
1,726,824
|
|
|
$
|
659,628
|
|
|
$
|
737,580
|
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation - beginning of year
|
$
|
1,727,737
|
|
|
$
|
1,678,097
|
|
|
$
|
751,373
|
|
|
$
|
688,172
|
|
Service cost
|
92
|
|
|
132
|
|
|
2,159
|
|
|
2,274
|
|
||||
Interest cost
|
61,490
|
|
|
68,611
|
|
|
18,089
|
|
|
18,836
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
||||
Actuarial (gain) loss
|
(124,298
|
)
|
|
92,789
|
|
|
(41,995
|
)
|
|
2,098
|
|
||||
Foreign currency changes
|
—
|
|
|
—
|
|
|
(40,559
|
)
|
|
64,236
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
9,009
|
|
|
—
|
|
||||
Settlement / curtailment
|
(82,273
|
)
|
|
—
|
|
|
(6,703
|
)
|
|
—
|
|
||||
Benefits paid
|
(81,608
|
)
|
|
(111,892
|
)
|
|
(28,736
|
)
|
|
(24,249
|
)
|
||||
Benefit obligation - end of year
|
$
|
1,501,140
|
|
|
$
|
1,727,737
|
|
|
$
|
662,644
|
|
|
$
|
751,373
|
|
Fair value of plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets - beginning of year
|
$
|
1,557,907
|
|
|
$
|
1,464,082
|
|
|
$
|
632,710
|
|
|
$
|
547,290
|
|
Actual return on plan assets
|
(73,745
|
)
|
|
199,749
|
|
|
(17,043
|
)
|
|
46,542
|
|
||||
Company contributions
|
6,753
|
|
|
5,968
|
|
|
10,939
|
|
|
13,081
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
||||
Settlement
|
(82,273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency changes
|
—
|
|
|
—
|
|
|
(35,360
|
)
|
|
50,040
|
|
||||
Benefits paid
|
(81,608
|
)
|
|
(111,892
|
)
|
|
(28,736
|
)
|
|
(24,249
|
)
|
||||
Fair value of plan assets - end of year
|
$
|
1,327,034
|
|
|
$
|
1,557,907
|
|
|
$
|
562,517
|
|
|
$
|
632,710
|
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Noncurrent asset
|
$
|
277
|
|
|
$
|
392
|
|
|
$
|
14,225
|
|
|
$
|
19,139
|
|
Current liability
|
(10,975
|
)
|
|
(8,362
|
)
|
|
(1,197
|
)
|
|
(1,188
|
)
|
||||
Noncurrent liability
|
(163,408
|
)
|
|
(161,860
|
)
|
|
(113,155
|
)
|
|
(136,614
|
)
|
||||
Funded status
|
$
|
(174,106
|
)
|
|
$
|
(169,830
|
)
|
|
$
|
(100,127
|
)
|
|
$
|
(118,663
|
)
|
|
United States
|
|
Foreign
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
1,500,680
|
|
|
$
|
1,727,292
|
|
|
$
|
540,798
|
|
|
$
|
614,371
|
|
Accumulated benefit obligation
|
$
|
1,500,231
|
|
|
$
|
1,726,378
|
|
|
$
|
538,666
|
|
|
$
|
601,412
|
|
Fair value of plan assets
|
$
|
1,326,296
|
|
|
$
|
1,557,069
|
|
|
$
|
426,446
|
|
|
$
|
476,825
|
|
|
United States
|
|
Foreign
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
92
|
|
|
$
|
132
|
|
|
$
|
105
|
|
|
$
|
2,159
|
|
|
$
|
2,274
|
|
|
$
|
2,148
|
|
Interest cost
|
61,490
|
|
|
68,611
|
|
|
73,699
|
|
|
18,089
|
|
|
18,836
|
|
|
21,886
|
|
||||||
Expected return on plan assets
|
(101,087
|
)
|
|
(97,656
|
)
|
|
(101,918
|
)
|
|
(35,687
|
)
|
|
(32,242
|
)
|
|
(32,615
|
)
|
||||||
Amortization of net transition asset
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Amortization of prior service credit
|
(60
|
)
|
|
(60
|
)
|
|
(60
|
)
|
|
(71
|
)
|
|
(71
|
)
|
|
(73
|
)
|
||||||
Amortization of net actuarial loss
|
31,298
|
|
|
28,954
|
|
|
27,220
|
|
|
7,264
|
|
|
8,052
|
|
|
5,264
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
52
|
|
||||||
Settlement/Curtailment
|
44,665
|
|
|
—
|
|
|
2,109
|
|
|
(13
|
)
|
|
—
|
|
|
110
|
|
||||||
Net periodic benefit cost (income)
|
$
|
36,398
|
|
|
$
|
(19
|
)
|
|
$
|
1,155
|
|
|
$
|
(8,058
|
)
|
|
$
|
(3,159
|
)
|
|
$
|
(3,236
|
)
|
|
United States
|
|
Foreign
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net actuarial loss (gain)
|
$
|
50,534
|
|
|
$
|
(9,304
|
)
|
|
$
|
3,824
|
|
|
$
|
(12,202
|
)
|
Plan amendment
|
—
|
|
|
—
|
|
|
9,009
|
|
|
—
|
|
||||
Amortization of net actuarial loss
|
(31,298
|
)
|
|
(28,954
|
)
|
|
(7,264
|
)
|
|
(8,052
|
)
|
||||
Amortization of prior service credit
|
60
|
|
|
60
|
|
|
71
|
|
|
71
|
|
||||
Net transition asset
|
—
|
|
|
—
|
|
|
7
|
|
|
8
|
|
||||
Settlement/Curtailment
|
(44,665
|
)
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Total recognized in other comprehensive income
|
$
|
(25,369
|
)
|
|
$
|
(38,198
|
)
|
|
$
|
5,660
|
|
|
$
|
(20,175
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|||
Used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
4.34%
|
|
3.69%
|
|
4.20%
|
|||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
3.69%
|
|
4.20%
|
|
4.55%
|
|||||||||
Expected return on plan assets
|
7.00%
|
|
6.75%
|
|
7.00%
|
|||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|||
Used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
0.75
|
%
|
-
|
3.55%
|
|
0.65
|
%
|
-
|
3.35%
|
|
0.70
|
%
|
-
|
3.65%
|
Rate of compensation increase
|
1.50
|
%
|
-
|
2.50%
|
|
1.50
|
%
|
-
|
2.50%
|
|
1.50
|
%
|
-
|
2.50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
0.65
|
%
|
-
|
3.35%
|
|
0.70
|
%
|
-
|
3.65%
|
|
1.15
|
%
|
-
|
3.95%
|
Expected return on plan assets
|
3.75
|
%
|
-
|
6.25%
|
|
3.75
|
%
|
-
|
6.25%
|
|
3.75
|
%
|
-
|
6.51%
|
Rate of compensation increase
|
1.50
|
%
|
-
|
3.25%
|
|
1.50
|
%
|
-
|
3.30%
|
|
1.50
|
%
|
-
|
3.50%
|
|
Target allocation
|
|
Percent of Plan Assets at December 31,
|
|||||
|
2019
|
|
2018
|
|
2017
|
|||
Asset category
|
|
|
|
|
|
|||
U.S. equities
|
14
|
%
|
|
13
|
%
|
|
15
|
%
|
Non-U.S. equities
|
13
|
%
|
|
13
|
%
|
|
15
|
%
|
Fixed income
|
63
|
%
|
|
64
|
%
|
|
62
|
%
|
Real estate
|
5
|
%
|
|
7
|
%
|
|
6
|
%
|
Private equity
|
5
|
%
|
|
3
|
%
|
|
2
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Target Allocation
|
|
Percent of Plan Assets at December 31,
|
|||||
|
2019
|
|
2018
|
|
2017
|
|||
Asset category
|
|
|
|
|
|
|||
U.K. equities
|
10
|
%
|
|
9
|
%
|
|
10
|
%
|
Non-U.K. equities
|
30
|
%
|
|
29
|
%
|
|
29
|
%
|
Fixed income
|
40
|
%
|
|
41
|
%
|
|
41
|
%
|
Real estate
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
Diversified growth
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
Cash
|
—
|
%
|
|
1
|
%
|
|
2
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
3,498
|
|
|
$
|
5,759
|
|
|
$
|
—
|
|
|
$
|
9,257
|
|
Equity securities
|
110,840
|
|
|
109,864
|
|
|
—
|
|
|
220,704
|
|
||||
Commingled fixed income securities
|
—
|
|
|
281,258
|
|
|
—
|
|
|
281,258
|
|
||||
Government and related securities
|
258,535
|
|
|
16,144
|
|
|
—
|
|
|
274,679
|
|
||||
Corporate debt securities
|
—
|
|
|
435,285
|
|
|
—
|
|
|
435,285
|
|
||||
Mortgage-backed securities /asset-backed securities
|
—
|
|
|
23,474
|
|
|
—
|
|
|
23,474
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
32,750
|
|
|
32,750
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
96,877
|
|
|
96,877
|
|
||||
Securities lending collateral
|
—
|
|
|
117,603
|
|
|
—
|
|
|
117,603
|
|
||||
Total plan assets at fair value
|
$
|
372,873
|
|
|
$
|
989,387
|
|
|
$
|
129,627
|
|
|
$
|
1,491,887
|
|
Securities lending payable
|
|
|
|
|
|
|
(117,603
|
)
|
|||||||
Cash
|
|
|
|
|
|
|
11,341
|
|
|||||||
Other
|
|
|
|
|
|
|
(58,591
|
)
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
|
$
|
1,327,034
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
8,810
|
|
|
$
|
9,350
|
|
|
$
|
—
|
|
|
$
|
18,160
|
|
Equity securities
|
152,815
|
|
|
150,043
|
|
|
—
|
|
|
302,858
|
|
||||
Commingled fixed income securities
|
—
|
|
|
377,078
|
|
|
—
|
|
|
377,078
|
|
||||
Government and related securities
|
295,404
|
|
|
20,473
|
|
|
—
|
|
|
315,877
|
|
||||
Corporate debt securities
|
—
|
|
|
418,908
|
|
|
—
|
|
|
418,908
|
|
||||
Mortgage-backed securities /asset-backed securities
|
—
|
|
|
19,223
|
|
|
—
|
|
|
19,223
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
38,362
|
|
|
38,362
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
91,352
|
|
|
91,352
|
|
||||
Securities lending collateral
|
—
|
|
|
152,179
|
|
|
—
|
|
|
152,179
|
|
||||
Total plan assets at fair value
|
$
|
457,029
|
|
|
$
|
1,147,254
|
|
|
$
|
129,714
|
|
|
$
|
1,733,997
|
|
Securities lending payable
|
|
|
|
|
|
|
(152,179
|
)
|
|||||||
Cash
|
|
|
|
|
|
|
5,186
|
|
|||||||
Other
|
|
|
|
|
|
|
(29,097
|
)
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
|
$
|
1,557,907
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
11,172
|
|
|
$
|
—
|
|
|
$
|
11,172
|
|
Equity securities
|
—
|
|
|
194,914
|
|
|
—
|
|
|
194,914
|
|
||||
Commingled fixed income securities
|
—
|
|
|
198,902
|
|
|
—
|
|
|
198,902
|
|
||||
Government and related securities
|
—
|
|
|
40,055
|
|
|
—
|
|
|
40,055
|
|
||||
Corporate debt securities
|
—
|
|
|
29,996
|
|
|
—
|
|
|
29,996
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
42,143
|
|
|
42,143
|
|
||||
Diversified growth funds
|
—
|
|
|
—
|
|
|
40,766
|
|
|
40,766
|
|
||||
Total plan assets at fair value
|
$
|
—
|
|
|
$
|
475,039
|
|
|
$
|
82,909
|
|
|
$
|
557,948
|
|
Cash
|
|
|
|
|
|
|
3,903
|
|
|||||||
Other
|
|
|
|
|
|
|
666
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
|
$
|
562,517
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
13,375
|
|
|
$
|
—
|
|
|
$
|
13,375
|
|
Equity securities
|
—
|
|
|
226,032
|
|
|
—
|
|
|
226,032
|
|
||||
Commingled fixed income securities
|
—
|
|
|
213,844
|
|
|
—
|
|
|
213,844
|
|
||||
Government and related securities
|
—
|
|
|
66,115
|
|
|
—
|
|
|
66,115
|
|
||||
Corporate debt securities
|
—
|
|
|
24,889
|
|
|
—
|
|
|
24,889
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
41,601
|
|
|
41,601
|
|
||||
Diversified growth funds
|
—
|
|
|
—
|
|
|
44,024
|
|
|
44,024
|
|
||||
Total plan assets at fair value
|
$
|
—
|
|
|
$
|
544,255
|
|
|
$
|
85,625
|
|
|
$
|
629,880
|
|
Cash
|
|
|
|
|
|
|
2,203
|
|
|||||||
Other
|
|
|
|
|
|
|
627
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
|
$
|
632,710
|
|
•
|
Money Market Funds:
Money market funds typically invest in government securities, certificates of deposit, commercial paper of companies and other highly liquid, low risk securities. Money market funds are principally used for overnight deposits.
|
•
|
Equity Securities:
Equity securities include U.S. and foreign stocks, American Depository Receipts, preferred stock and commingled funds. There are no shares of our common stock included in the plan assets of our pension plans.
|
•
|
Commingled Fixed Income Securities:
Mutual funds that invest in fixed income securities of the U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Fair value is based on the market value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding as reported by the fund manager.
|
•
|
Government and Related Securities:
Government and related securities include treasury notes and bonds, foreign government issues, U.S. government sponsored agency debt and commingled funds. Municipal debt securities include general obligation securities and revenue-backed securities. Fair value is based on benchmarking model derived prices to quotes market prices and trade data for identical comparable securities.
|
•
|
Corporate Debt Securities
: Investments are comprised of both investment grade debt and high-yield debt. The fair value of corporate debt securities is determined using recently executed transactions, market price quotations where observable, or bond spreads.
|
•
|
Mortgage-Backed Securities / Asset-Backed Securities
: Mortgage-backed securities (MBS) are comprised of agency-backed MBS, non-agency MBS, collateralized mortgage obligations, commercial MBS and commingled funds. These securities are valued based
|
•
|
Private Equity
: Investments are comprised of units in fund-of-funds investment vehicles. Fund-of-funds consist of various private equity investments and are used in an effort to gain greater diversification. The investments are valued in accordance with the most appropriate valuation techniques.
|
•
|
Real Estate:
Investments include units in open-ended commingled real estate funds. Properties that comprise these funds are valued in accordance with the most appropriate valuation techniques.
|
•
|
Diversified Growth Funds:
Investments are comprised of units in commingled diversified growth funds. These investments are valued based on the net asset value (NAV) per unit as reported by the fund manager.
|
•
|
Securities Lending Fund:
Investment represents a commingled fund through our custodian's securities lending program. The U.S. pension plan lends securities that are held within the plan to other banks and/or brokers, and receives collateral, typically cash. This collateral is invested in a short-term fixed income securities commingled fund. This amount invested in the fund is offset by a corresponding liability reflected in the U.S. pension plan's net assets available for benefits.
|
|
MBS & ABS
|
|
Private equity
|
|
Real estate
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
1,236
|
|
|
$
|
49,637
|
|
|
$
|
87,852
|
|
|
$
|
138,725
|
|
Realized gains
|
25
|
|
|
9,226
|
|
|
980
|
|
|
10,231
|
|
||||
Unrealized gains (losses)
|
49
|
|
|
(2,334
|
)
|
|
2,397
|
|
|
112
|
|
||||
Net purchases, sales and settlements
|
(1,310
|
)
|
|
(18,167
|
)
|
|
123
|
|
|
(19,354
|
)
|
||||
Balance at December 31, 2017
|
—
|
|
|
38,362
|
|
|
91,352
|
|
|
129,714
|
|
||||
Realized gains
|
—
|
|
|
8,264
|
|
|
1,001
|
|
|
9,265
|
|
||||
Unrealized (losses) gains
|
—
|
|
|
(1,409
|
)
|
|
4,462
|
|
|
3,053
|
|
||||
Net purchases, sales and settlements
|
—
|
|
|
(12,467
|
)
|
|
62
|
|
|
(12,405
|
)
|
||||
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
32,750
|
|
|
$
|
96,877
|
|
|
$
|
129,627
|
|
|
Real estate
|
|
Diversified growth funds
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
34,483
|
|
|
$
|
36,779
|
|
|
$
|
71,262
|
|
Unrealized gains
|
2,159
|
|
|
3,551
|
|
|
5,710
|
|
|||
Net purchases, sales and settlements
|
1,481
|
|
|
—
|
|
|
1,481
|
|
|||
Foreign currency
|
3,478
|
|
|
3,694
|
|
|
7,172
|
|
|||
Balance at December 31, 2017
|
41,601
|
|
|
44,024
|
|
|
85,625
|
|
|||
Unrealized gains (losses)
|
1,317
|
|
|
(4,948
|
)
|
|
(3,631
|
)
|
|||
Net purchases, sales and settlements
|
1,653
|
|
|
4,090
|
|
|
5,743
|
|
|||
Foreign currency
|
(2,428
|
)
|
|
(2,400
|
)
|
|
(4,828
|
)
|
|||
Balance at December 31, 2018
|
$
|
42,143
|
|
|
$
|
40,766
|
|
|
$
|
82,909
|
|
|
2018
|
|
2017
|
||||
Benefit obligation
|
|
|
|
||||
Benefit obligation - beginning of year
|
$
|
188,841
|
|
|
$
|
189,772
|
|
Service cost
|
1,405
|
|
|
1,727
|
|
||
Interest cost
|
6,640
|
|
|
7,100
|
|
||
Plan participants' contributions
|
3,200
|
|
|
3,820
|
|
||
Actuarial (gain) loss
|
(11,304
|
)
|
|
5,134
|
|
||
Foreign currency changes
|
(1,178
|
)
|
|
1,066
|
|
||
Curtailment
|
(533
|
)
|
|
—
|
|
||
Benefits paid
|
(20,596
|
)
|
|
(19,778
|
)
|
||
Benefit obligation - end of year
(1)
|
$
|
166,475
|
|
|
$
|
188,841
|
|
Fair value of plan assets
|
|
|
|
||||
Fair value of plan assets - beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Company contribution
|
17,396
|
|
|
15,958
|
|
||
Plan participants' contributions
|
3,200
|
|
|
3,820
|
|
||
Benefits paid
|
(20,596
|
)
|
|
(19,778
|
)
|
||
Fair value of plan assets - end of year
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The benefit obligation for U.S. nonpension postretirement plans was
$154 million
and
$172 million
at
December 31, 2018
and
2017
, respectively.
|
|
2018
|
|
2017
|
||||
Net actuarial loss
|
$
|
28,368
|
|
|
$
|
43,160
|
|
Prior service cost
|
823
|
|
|
1,466
|
|
||
Total
|
$
|
29,191
|
|
|
$
|
44,626
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
$
|
1,405
|
|
|
$
|
1,727
|
|
|
$
|
2,046
|
|
Interest cost
|
6,640
|
|
|
7,100
|
|
|
7,969
|
|
|||
Amortization of prior service cost
|
304
|
|
|
297
|
|
|
297
|
|
|||
Amortization of net actuarial loss
|
3,048
|
|
|
3,600
|
|
|
3,615
|
|
|||
Curtailment
|
246
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
11,643
|
|
|
$
|
12,724
|
|
|
$
|
13,927
|
|
|
2018
|
|
2017
|
||||
Net actuarial (gain) loss
|
$
|
(11,837
|
)
|
|
$
|
5,134
|
|
Curtailment
|
(246
|
)
|
|
—
|
|
||
Amortization of net actuarial loss
|
(3,048
|
)
|
|
(3,600
|
)
|
||
Amortization of prior service cost
|
(304
|
)
|
|
(297
|
)
|
||
Total recognized in other comprehensive income
|
$
|
(15,435
|
)
|
|
$
|
1,237
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate used to determine benefit obligation
|
|
|
|
|
|
|||
U.S.
|
4.20
|
%
|
|
3.55
|
%
|
|
3.90
|
%
|
Canada
|
3.60
|
%
|
|
3.35
|
%
|
|
3.65
|
%
|
|
|
|
|
|
|
|||
Discount rate used to determine net period benefit cost
|
|
|
|
|
|
|||
U.S.
|
3.55
|
%
|
|
3.90
|
%
|
|
4.20
|
%
|
Canada
|
3.35
|
%
|
|
3.65
|
%
|
|
3.95
|
%
|
|
Pension Benefits
|
|
Nonpension Benefits
|
||||
Years ending December 31,
|
|
|
|
||||
2019
|
$
|
137,312
|
|
|
$
|
17,040
|
|
2020
|
131,672
|
|
|
16,376
|
|
||
2021
|
129,641
|
|
|
15,783
|
|
||
2022
|
128,972
|
|
|
14,737
|
|
||
2023
|
128,774
|
|
|
13,706
|
|
||
Thereafter
|
627,369
|
|
|
59,518
|
|
||
|
$
|
1,283,740
|
|
|
$
|
137,160
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
114,982
|
|
|
$
|
140,574
|
|
|
$
|
126,856
|
|
International
|
97,379
|
|
|
81,341
|
|
|
74,933
|
|
|||
Total
|
$
|
212,361
|
|
|
$
|
221,915
|
|
|
$
|
201,789
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(50,333
|
)
|
|
$
|
31,691
|
|
|
$
|
76,117
|
|
Deferred
|
56,715
|
|
|
(49,812
|
)
|
|
(1,979
|
)
|
|||
|
6,382
|
|
|
(18,121
|
)
|
|
74,138
|
|
|||
U.S. State and Local:
|
|
|
|
|
|
||||||
Current
|
(10,489
|
)
|
|
(2,330
|
)
|
|
6,377
|
|
|||
Deferred
|
(911
|
)
|
|
15,316
|
|
|
4,682
|
|
|||
|
(11,400
|
)
|
|
12,986
|
|
|
11,059
|
|
|||
International:
|
|
|
|
|
|
||||||
Current
|
16,224
|
|
|
(3,418
|
)
|
|
21,014
|
|
|||
Deferred
|
1,177
|
|
|
9,106
|
|
|
764
|
|
|||
|
17,401
|
|
|
5,688
|
|
|
21,778
|
|
|||
|
|
|
|
|
|
||||||
Total current
|
(44,598
|
)
|
|
25,943
|
|
|
103,508
|
|
|||
Total deferred
|
56,981
|
|
|
(25,390
|
)
|
|
3,467
|
|
|||
Total provision for income taxes
|
$
|
12,383
|
|
|
$
|
553
|
|
|
$
|
106,975
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
5.8
|
%
|
|
0.2
|
%
|
|
53.0
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Federal statutory provision
|
$
|
44,596
|
|
|
$
|
77,671
|
|
|
$
|
70,627
|
|
State and local income taxes
(1)
|
1,251
|
|
|
5,418
|
|
|
7,188
|
|
|||
Impact of foreign operations taxed at rates other than the U.S. statutory rate
|
(1,988
|
)
|
|
(15,859
|
)
|
|
(9,236
|
)
|
|||
Accrual/release of uncertain tax amounts related to foreign operations
|
(4,595
|
)
|
|
(17,919
|
)
|
|
(7,482
|
)
|
|||
U.S. tax impacts of foreign income in the U.S.
|
7,683
|
|
|
2,778
|
|
|
2,929
|
|
|||
Tax exempt income/reimbursement
|
—
|
|
|
—
|
|
|
(935
|
)
|
|||
Tax incentives/credits/exempt income
|
2,026
|
|
|
(14,329
|
)
|
|
(9,020
|
)
|
|||
Goodwill impairments
|
—
|
|
|
—
|
|
|
50,003
|
|
|||
Remeasurement of U.S. deferred taxes
|
(13,121
|
)
|
|
(129,960
|
)
|
|
—
|
|
|||
U.S. tax on unremitted earnings
|
(23,711
|
)
|
|
90,916
|
|
|
—
|
|
|||
Other, net
|
242
|
|
|
1,837
|
|
|
2,901
|
|
|||
Provision for income taxes
|
$
|
12,383
|
|
|
$
|
553
|
|
|
$
|
106,975
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
(102,726
|
)
|
|
$
|
(77,415
|
)
|
Deferred profit (for tax purposes) on sale to finance subsidiary
|
(41,951
|
)
|
|
(60,340
|
)
|
||
Lease revenue and related depreciation
|
(166,544
|
)
|
|
(133,908
|
)
|
||
Intangible assets
|
(98,707
|
)
|
|
(106,488
|
)
|
||
Other
|
(33,353
|
)
|
|
(22,468
|
)
|
||
Gross deferred tax liabilities
|
(443,281
|
)
|
|
(400,619
|
)
|
||
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Nonpension postretirement benefits
|
42,422
|
|
|
48,387
|
|
||
Pension
|
60,063
|
|
|
66,270
|
|
||
Inventory and equipment capitalization
|
7,216
|
|
|
11,380
|
|
||
Restructuring charges
|
5,064
|
|
|
12,476
|
|
||
Long-term incentives
|
11,517
|
|
|
11,544
|
|
||
Net operating loss
|
106,029
|
|
|
108,006
|
|
||
Tax credit carry forwards
|
64,148
|
|
|
82,285
|
|
||
Tax uncertainties gross-up
|
6,692
|
|
|
9,920
|
|
||
Other
|
46,885
|
|
|
36,936
|
|
||
Gross deferred tax assets
|
350,036
|
|
|
387,204
|
|
||
Less: Valuation allowance
|
(142,496
|
)
|
|
(178,156
|
)
|
||
Net deferred tax assets
|
207,540
|
|
|
209,048
|
|
||
Total deferred taxes, net
|
$
|
(235,741
|
)
|
|
$
|
(191,571
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
89,767
|
|
|
$
|
124,728
|
|
|
$
|
139,249
|
|
Increases from prior period positions
|
88
|
|
|
528
|
|
|
—
|
|
|||
Decreases from prior period positions
|
(15,145
|
)
|
|
(31,470
|
)
|
|
(21,207
|
)
|
|||
Increases from current period positions
|
6,001
|
|
|
5,951
|
|
|
10,867
|
|
|||
Decreases relating to settlements with tax authorities
|
(4,844
|
)
|
|
(6,953
|
)
|
|
(1,791
|
)
|
|||
Reductions from lapse of applicable statute of limitations
|
(4,409
|
)
|
|
(3,017
|
)
|
|
(2,390
|
)
|
|||
Balance at end of year
|
$
|
71,458
|
|
|
$
|
89,767
|
|
|
$
|
124,728
|
|
Years ending December 31,
|
|
||
2019
|
$
|
48,182
|
|
2020
|
41,366
|
|
|
2021
|
34,665
|
|
|
2022
|
26,616
|
|
|
2023
|
17,988
|
|
|
Thereafter
|
62,668
|
|
|
Total minimum lease payments
|
$
|
231,485
|
|
|
Common Stock Outstanding
|
|
Treasury Stock
|
||
Balance at December 31, 2015
|
195,521,208
|
|
|
127,816,704
|
|
Repurchases of common stock
|
(10,633,235
|
)
|
|
10,633,235
|
|
Issuance of common stock
|
767,060
|
|
|
(767,060
|
)
|
Conversions to common stock
|
13,685
|
|
|
(13,685
|
)
|
Balance at December 31, 2016
|
185,668,718
|
|
|
137,669,194
|
|
Issuance of common stock
|
881,480
|
|
|
(881,480
|
)
|
Conversions to common stock
|
53,540
|
|
|
(53,540
|
)
|
Balance at December 31, 2017
|
186,603,738
|
|
|
136,734,174
|
|
Issuance of common stock
|
1,043,809
|
|
|
(1,043,809
|
)
|
Conversions to common stock
|
27,535
|
|
|
(27,535
|
)
|
Balance at December 31, 2018
|
187,675,082
|
|
|
135,662,830
|
|
|
Amounts Reclassified from AOCI (a)
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gain (loss) on cash flow hedges
|
|
|
|
|
|
||||||
Revenue
|
$
|
11
|
|
|
$
|
(179
|
)
|
|
$
|
68
|
|
Cost of sales
|
51
|
|
|
(32
|
)
|
|
(222
|
)
|
|||
Interest expense
|
(1,183
|
)
|
|
(2,028
|
)
|
|
(2,028
|
)
|
|||
Loss on extinguishment of debt
|
(1,267
|
)
|
|
—
|
|
|
—
|
|
|||
Total before tax
|
(2,388
|
)
|
|
(2,239
|
)
|
|
(2,182
|
)
|
|||
Tax benefit
|
(941
|
)
|
|
(872
|
)
|
|
(850
|
)
|
|||
Net of tax
|
$
|
(1,447
|
)
|
|
$
|
(1,367
|
)
|
|
$
|
(1,332
|
)
|
|
|
|
|
|
|
||||||
Gain (loss) on available for sale securities
|
|
|
|
|
|
||||||
Interest income
|
$
|
3,244
|
|
|
$
|
(520
|
)
|
|
$
|
(1,126
|
)
|
Tax (benefit) provision
|
821
|
|
|
(201
|
)
|
|
(433
|
)
|
|||
Net of tax
|
$
|
2,423
|
|
|
$
|
(319
|
)
|
|
$
|
(693
|
)
|
|
|
|
|
|
|
||||||
Pension and Postretirement Benefit Plans (b)
|
|
|
|
|
|
||||||
Transition asset
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
8
|
|
Prior service costs
|
(173
|
)
|
|
(166
|
)
|
|
(164
|
)
|
|||
Actuarial losses
|
(41,610
|
)
|
|
(40,606
|
)
|
|
(38,370
|
)
|
|||
Settlement
|
(44,898
|
)
|
|
—
|
|
|
—
|
|
|||
Total before tax
|
(86,674
|
)
|
|
(40,764
|
)
|
|
(38,526
|
)
|
|||
Tax benefit
|
(21,675
|
)
|
|
(13,936
|
)
|
|
(14,430
|
)
|
|||
Net of tax
|
$
|
(64,999
|
)
|
|
$
|
(26,828
|
)
|
|
$
|
(24,096
|
)
|
(b)
|
Reclassified from accumulated other comprehensive loss to other components of net pension and postretirement cost. These amounts are included in net periodic costs for defined benefit pension plans and nonpension postretirement benefit plans (see Note 14 for additional details).
|
|
Cash flow hedges
|
|
Available-for-sale securities
|
|
Pension and postretirement benefit plans
|
|
Foreign currency adjustments
|
|
Total
|
||||||||||
Balance January 1, 2016
|
$
|
(3,912
|
)
|
|
$
|
536
|
|
|
$
|
(738,768
|
)
|
|
$
|
(146,491
|
)
|
|
$
|
(888,635
|
)
|
Other comprehensive income (loss) before reclassifications (a)
|
1,095
|
|
|
(1,109
|
)
|
|
(73,141
|
)
|
|
(4,464
|
)
|
|
(77,619
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss) (a), (b)
|
1,332
|
|
|
693
|
|
|
24,096
|
|
|
—
|
|
|
26,121
|
|
|||||
Net other comprehensive income (loss)
|
2,427
|
|
|
(416
|
)
|
|
(49,045
|
)
|
|
(4,464
|
)
|
|
(51,498
|
)
|
|||||
Balance at December 31, 2016
|
(1,485
|
)
|
|
120
|
|
|
(787,813
|
)
|
|
(150,955
|
)
|
|
(940,133
|
)
|
|||||
Other comprehensive income (loss) before reclassifications (a)
|
(288
|
)
|
|
1,158
|
|
|
12,185
|
|
|
106,391
|
|
|
119,446
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss) (a), (b)
|
1,367
|
|
|
319
|
|
|
26,828
|
|
|
—
|
|
|
28,514
|
|
|||||
Net other comprehensive income (loss)
|
1,079
|
|
|
1,477
|
|
|
39,013
|
|
|
106,391
|
|
|
147,960
|
|
|||||
Balance at December 31, 2017
|
(406
|
)
|
|
1,597
|
|
|
(748,800
|
)
|
|
(44,564
|
)
|
|
(792,173
|
)
|
|||||
Cumulative effect of accounting change
|
(87
|
)
|
|
344
|
|
|
(116,490
|
)
|
|
—
|
|
|
(116,233
|
)
|
|||||
Restated balance at December 31, 2017
|
(493
|
)
|
|
1,941
|
|
|
(865,290
|
)
|
|
(44,564
|
)
|
|
(908,406
|
)
|
|||||
Other comprehensive income (loss) before reclassifications (a)
|
(763
|
)
|
|
(2,579
|
)
|
|
(46,170
|
)
|
|
(54,531
|
)
|
|
(104,043
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss) (a), (b)
|
1,447
|
|
|
(2,423
|
)
|
|
64,999
|
|
|
—
|
|
|
64,023
|
|
|||||
Net other comprehensive income (loss)
|
684
|
|
|
(5,002
|
)
|
|
18,829
|
|
|
(54,531
|
)
|
|
(40,020
|
)
|
|||||
Balance at December 31, 2018
|
$
|
191
|
|
|
$
|
(3,061
|
)
|
|
$
|
(846,461
|
)
|
|
$
|
(99,095
|
)
|
|
$
|
(948,426
|
)
|
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Weighted average grant date fair value
|
|
Shares
|
|
Weighted average grant date fair value
|
||||||
Outstanding - beginning of the year
|
2,651,053
|
|
|
$
|
14.16
|
|
|
1,609,459
|
|
|
$
|
17.50
|
|
Granted
|
1,754,098
|
|
|
12.36
|
|
|
1,995,473
|
|
|
13.24
|
|
||
Vested
|
(963,010
|
)
|
|
11.41
|
|
|
(784,295
|
)
|
|
19.42
|
|
||
Forfeited
|
(213,802
|
)
|
|
13.26
|
|
|
(169,584
|
)
|
|
14.76
|
|
||
Outstanding - end of the year
|
3,228,339
|
|
|
$
|
13.33
|
|
|
2,651,053
|
|
|
$
|
14.16
|
|
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Weighted average grant date fair value
|
|
Shares
|
|
Weighted average grant date fair value
|
||||||
Outstanding - beginning of the year
|
1,145,025
|
|
|
$
|
13.43
|
|
|
379,898
|
|
|
$
|
25.01
|
|
Granted
|
733,148
|
|
|
12.64
|
|
|
1,073,934
|
|
|
10.51
|
|
||
Vested
|
(91,493
|
)
|
|
12.21
|
|
|
(258,688
|
)
|
|
13.17
|
|
||
Forfeited
|
(133,676
|
)
|
|
14.26
|
|
|
(50,119
|
)
|
|
26.10
|
|
||
Outstanding - end of the year
|
1,653,004
|
|
|
$
|
13.08
|
|
|
1,145,025
|
|
|
$
|
13.43
|
|
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Per share weighted average exercise prices
|
|
Shares
|
|
Per share weighted average exercise prices
|
||||||
Options outstanding - beginning of the year
|
10,495,039
|
|
|
$
|
21.67
|
|
|
9,122,762
|
|
|
$
|
27.13
|
|
Granted
|
4,932,467
|
|
|
8.47
|
|
|
2,553,510
|
|
|
13.16
|
|
||
Canceled
|
(258,509
|
)
|
|
13.09
|
|
|
(63,517
|
)
|
|
20.34
|
|
||
Expired
|
(1,575,841
|
)
|
|
36.86
|
|
|
(1,117,716
|
)
|
|
46.88
|
|
||
Options outstanding - end of the year
|
13,593,156
|
|
|
$
|
15.30
|
|
|
10,495,039
|
|
|
$
|
21.67
|
|
Options exercisable - end of the year
|
6,824,433
|
|
|
$
|
20.23
|
|
|
6,690,250
|
|
|
$
|
25.57
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Range of per share exercise prices
|
|
Shares
|
|
Per share weighted-average exercise price
|
|
Weighted-average remaining contractual life
|
|
Shares
|
|
Per share weighted-average exercise price
|
|
Weighted-average remaining contractual life
|
||||||||
$5.99 - $13.11
|
|
4,537,267
|
|
|
$
|
8.02
|
|
|
9.7
|
years
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$13.16 - $17.71
|
|
4,903,330
|
|
|
14.72
|
|
|
7.3
|
years
|
|
2,879,149
|
|
|
15.21
|
|
|
6.8
|
years
|
||
$19.45 - $26.07
|
|
4,152,559
|
|
|
23.94
|
|
|
2.0
|
years
|
|
3,945,284
|
|
|
23.90
|
|
|
1.7
|
years
|
||
|
|
13,593,156
|
|
|
$
|
15.30
|
|
|
6.5
|
years
|
|
6,824,433
|
|
|
$
|
20.23
|
|
|
3.9
|
years
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Expected dividend yield
|
9.9
|
%
|
|
5.7
|
%
|
|
4.5
|
%
|
Expected stock price volatility
|
37.8
|
%
|
|
29.7
|
%
|
|
29.0
|
%
|
Risk-free interest rate
|
2.8
|
%
|
|
2.3
|
%
|
|
1.6
|
%
|
Expected life
|
7 years
|
|
|
7 years
|
|
|
7 years
|
|
Weighted-average fair value per option granted
|
$1.26
|
|
$2.00
|
|
$2.85
|
|||
Fair value of options granted
|
$6,229
|
|
$5,107
|
|
$5,013
|
|
First
Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
880,948
|
|
|
$
|
861,436
|
|
|
$
|
832,856
|
|
|
$
|
947,140
|
|
|
$
|
3,522,380
|
|
Cost of revenues
|
463,861
|
|
|
455,816
|
|
|
446,753
|
|
|
526,519
|
|
|
1,892,949
|
|
|||||
Operating expenses
|
355,798
|
|
|
352,156
|
|
|
340,974
|
|
|
368,142
|
|
|
1,417,070
|
|
|||||
Income from continuing operations before income taxes
|
61,289
|
|
|
53,464
|
|
|
45,129
|
|
|
52,479
|
|
|
212,361
|
|
|||||
Provision (benefit) for income taxes
|
16,263
|
|
|
6,458
|
|
|
(1,976
|
)
|
|
(8,362
|
)
|
|
12,383
|
|
|||||
Income from continuing operations
|
45,026
|
|
|
47,006
|
|
|
47,105
|
|
|
60,841
|
|
|
199,978
|
|
|||||
Income (loss) from discontinued operations
|
8,487
|
|
|
1,208
|
|
|
29,848
|
|
|
(15,856
|
)
|
|
23,687
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
53,513
|
|
|
$
|
48,214
|
|
|
$
|
76,953
|
|
|
$
|
44,985
|
|
|
$
|
223,665
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.24
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
1.07
|
|
Discontinued operations
|
0.05
|
|
|
0.01
|
|
|
0.16
|
|
|
(0.08
|
)
|
|
0.13
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.41
|
|
|
$
|
0.24
|
|
|
$
|
1.19
|
|
Diluted earnings (loss) per share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.24
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
1.06
|
|
Discontinued operations
|
0.05
|
|
|
0.01
|
|
|
0.16
|
|
|
(0.08
|
)
|
|
0.13
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.41
|
|
|
$
|
0.24
|
|
|
$
|
1.19
|
|
|
First
Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
743,180
|
|
|
$
|
730,413
|
|
|
$
|
733,273
|
|
|
$
|
916,406
|
|
|
$
|
3,123,272
|
|
Cost of revenues
|
310,367
|
|
|
319,904
|
|
|
328,172
|
|
|
474,317
|
|
|
1,432,760
|
|
|||||
Operating expenses
|
348,307
|
|
|
368,258
|
|
|
348,836
|
|
|
403,196
|
|
|
1,468,597
|
|
|||||
Income from continuing operations before income taxes
|
84,506
|
|
|
42,251
|
|
|
56,265
|
|
|
38,893
|
|
|
221,915
|
|
|||||
Provision (benefit) for income taxes
|
27,082
|
|
|
790
|
|
|
10,828
|
|
|
(38,147
|
)
|
|
553
|
|
|||||
Income from continuing operations
|
57,424
|
|
|
41,461
|
|
|
45,437
|
|
|
77,040
|
|
|
221,362
|
|
|||||
Income from discontinued operations
|
7,709
|
|
|
7,440
|
|
|
11,921
|
|
|
12,908
|
|
|
39,978
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
65,133
|
|
|
$
|
48,901
|
|
|
$
|
57,358
|
|
|
$
|
89,948
|
|
|
$
|
261,340
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
$
|
0.41
|
|
|
$
|
1.19
|
|
Discontinued operations
|
0.04
|
|
|
0.04
|
|
|
0.06
|
|
|
0.07
|
|
|
0.21
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.48
|
|
|
$
|
1.40
|
|
Diluted earnings per share
(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
$
|
0.41
|
|
|
$
|
1.18
|
|
Discontinued operations
|
0.04
|
|
|
0.04
|
|
|
0.06
|
|
|
0.07
|
|
|
0.21
|
|
|||||
Net income - Pitney Bowes Inc.
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.48
|
|
|
$
|
1.39
|
|
Description
|
|
Balance at beginning of year
|
|
Additions charged to expense
|
|
Deductions
|
|
Balance at end of year
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
||||||||||||||||
2018
|
|
$
|
14,786
|
|
|
$
|
9,720
|
|
|
$
|
(6,889
|
)
|
|
$
|
17,617
|
|
2017
|
|
$
|
13,999
|
|
|
$
|
8,081
|
|
|
$
|
(7,294
|
)
|
|
$
|
14,786
|
|
2016
|
|
$
|
11,541
|
|
|
$
|
7,179
|
|
|
$
|
(4,721
|
)
|
|
$
|
13,999
|
|
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax asset
|
||||||||||||||||
2018
|
|
$
|
178,156
|
|
|
$
|
3,682
|
|
|
$
|
(39,342
|
)
|
|
$
|
142,496
|
|
2017
|
|
$
|
127,095
|
|
|
$
|
53,782
|
|
|
$
|
(2,721
|
)
|
|
$
|
178,156
|
|
2016
|
|
$
|
132,624
|
|
|
$
|
6,523
|
|
|
$
|
(12,052
|
)
|
|
$
|
127,095
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Marc B. Lautenbach
Marc B. Lautenbach
|
|
President and Chief Executive Officer - Director
|
|
February 20, 2019
|
/s/ Stanley J. Sutula III
Stanley J. Sutula III |
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
|
February 20, 2019
|
/s/ Joseph R. Catapano
Joseph R. Catapano
|
|
Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
February 20, 2019
|
/s/ Michael I. Roth
Michael I. Roth
|
|
Non-Executive Chairman - Director
|
|
February 20, 2019
|
/s/ Linda G. Alvarado
Linda G. Alvarado
|
|
Director
|
|
February 20, 2019
|
/s/ Anne M. Busquet
Anne M. Busquet
|
|
Director
|
|
February 20, 2019
|
/s/ Robert M. Dutkowsky
Robert M. Dutkowsky
|
|
Director
|
|
February 20, 2019
|
/s/ Roger Fradin
Roger Fradin
|
|
Director
|
|
February 20, 2019
|
/s/ Anne Sutherland Fuchs
Anne Sutherland Fuchs
|
|
Director
|
|
February 20, 2019
|
/s/ Mary J. Steele Guilfoile
Mary J. Steele Guilfoile
|
|
Director
|
|
February 20, 2019
|
/s/ S. Douglas Hutcheson
S. Douglas Hutcheson
|
|
Director
|
|
February 20, 2019
|
/s/ Eduardo R. Menasc
é
Eduardo R. Menascé
|
|
Director
|
|
February 20, 2019
|
/s/ Linda S. Sanford
Linda S. Sanford
|
|
Director
|
|
February 20, 2019
|
/s/ David L. Shedlarz
David L. Shedlarz
|
|
Director
|
|
February 20, 2019
|
/s/ David B. Snow, Jr.
David B. Snow, Jr.
|
|
Director
|
|
February 20, 2019
|
1.
|
PURPOSE
|
(A)
|
The Pitney Bowes Inc. Key Employees Incentive Plan (the "Plan") is designed to provide additional cash incentives for key employees of Pitney Bowes Inc. (the "Company") and its subsidiaries and affiliates by the making of awards of supplemental compensation related to the achievement of certain performance criteria specified from time to time by the Company. It is intended that such awards will be given in a way designed to retain or attract, and to provide additional incentive to key employees in order to align their efforts with the Company and its stockholders.
|
2.
|
ELIGIBILITY
|
3.
|
AWARDS & PAYMENT
|
(C)
|
The Committee may from time to time establish rules and procedures pursuant to which participants will be permitted or required to defer receipt of Incentive Awards or Units under the Company's Deferred Incentive Savings Plan.
|
4.
|
RETIREMENT, DISABILITY, DEATH, LEAVE OR TERMINATION
|
5.
|
CHANGE OF CONTROL
|
6.
|
NO ASSIGNMENT
|
7.
|
ADMINISTRATION
|
8.
|
PLAN AMENDMENT AND TERMIINATION
|
9.
|
IRC SECTION 409A.
|
10.
|
WITHHOLDING
|
11.
|
CONTROLLING LAW
|
12.
|
OTHER PLANS; NO RIGHTS
|
13.
|
EFFECTIVE DATE
|
2.1
|
Annual Incentive 2
|
2.2
|
Annual Incentive Award 2
|
2.3
|
Annual Salary 2
|
2.4
|
Board 2
|
2.5
|
Change of Control 2
|
2.6
|
Code 3
|
2.7
|
Company 3
|
2.8
|
Date of the Change of Control 3
|
2.9
|
Date of Termination 3
|
2.10
|
Employee 4
|
2.11
|
ERISA 4
|
2.12
|
Participant 4
|
2.13
|
Plan 4
|
2.14
|
Restatement Effective Date 4
|
2.15
|
Separation Period 4
|
SECTION V - TERMINATION OF EMPLOYMENT
|
9
|
SECTION VIII – ADDITIONAL PAYMENTS
|
13
|
1.1
|
The purpose of the Plan is to provide certain designated senior executive employees with continued compensation and benefits, subject to the specific terms and conditions set forth in the Plan, in the event there is a Change of Control and the covered executive incurs a Termination of Employment. In addition, the Plan is intended to provide an incentive to covered executives to continue to perform their job duties on behalf of the Company where the Company is faced with a Change of Control. No Change of Control has occurred under the terms of the Plan as of the effective date of this restatement.
|
2.1
|
“
Annual Incentive
” shall mean the annual incentive, also referred to as the Pitney Bowes Incentive Plan (PBIP), that a Participant is eligible to earn under the Pitney Bowes Key Employee Incentive Plan.
|
2.2
|
“
Annual Incentive Award
” shall mean a Participant’s Annual Salary multiplied by the current incentive target percentage established for the Participant.
|
2.3
|
“
Annual Salary
” shall mean the Participant’s regular annual base salary in effect immediately prior to his or her Date of Termination, including cash compensation converted to other benefits under a flexible benefit arrangement maintained by the Company or deferred pursuant to a written plan or agreement with the Company, but excluding any type of allowances, reimbursements, premium pay, Cash Incentive Units, sign-on bonus, stock options and any actual gain thereon, prizes, awards, special bonuses and incentive payments other than the Annual Incentive.
|
2.4
|
“
Board
” shall mean the Board of Directors of the Company.
|
2.5
|
"
Change of Control
" For purposes of this Plan, a "Change of Control" shall be
|
2.6
|
“
Code
” shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
2.7
|
"
Company
" shall mean Pitney Bowes Inc. and any successor thereto.
|
2.8
|
“
Date of the Change of Control
” shall mean the date on which a Change of Control is determined to first occur.
|
2.9
|
“
Date of Termination
” shall mean the date on which a Participant incurs a Termination of Employment as defined in Section 5.1 hereof.
|
2.11
|
“
ERISA
” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
|
2.12
|
“
Participant
” shall mean an Employee who is designated as a Participant pursuant to Section III hereof.
|
2.13
|
“
Plan
” shall mean the Pitney Bowes Senior Executive Severance Policy as amended and restated effective as of March 1, 2013.
|
2.14
|
“
Restatement Effective Date
” shall mean September 11, 2017.
|
2.15
|
“
Separation Period
” shall mean (i) for Participants who are in compensation Bands I or J, and participants who are elected Corporate officers of Pitney Bowes Inc. but not in compensation Bands I or J, on the Change of Control, the period beginning on a Participant’s Date of Termination and ending on the second anniversary thereof (ii) for Participants who are in compensation Band H who are not elected corporate officers of Pitney Bowes Inc. the period beginning on a Participant's Date of Termination and ending on the expiration of 78 weeks following the Participant’s Date of Termination.
|
3.1
|
Each Employee who falls within compensation Bands H, I or J or who is an elected corporate officer of Pitney Bowes Inc. not in compensation Bands H, I or J shall be a Participant in the Plan.
|
3.2
|
Prior to the time a Change of Control has occurred, the Board may, in its sole discretion, without notice, amend, modify or terminate the eligibility of certain individual Employees or classes of Employees or Participants to participate in the Plan; provided, however, that such eligibility or participation may not be so amended, modified or terminated in connection with an actual, threatened, or proposed Change of Control in any manner which would result in an Employee or Participant otherwise becoming ineligible to participate in the Plan; and provided further that any amendment, modification or termination of the definition of an Employee or Participant’s participation in the Plan occurring within one year prior to a Change of Control shall be deemed to be in connection with an actual, threatened, or proposed Change of Control and shall be void.
|
4.1
|
If any Participant incurs a Termination of Employment within two years after a Change of Control occurs (whether or not such termination is a result of such Change of Control) or a Participant is terminated within sixty (60) days before a Change of Control at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or otherwise in connection with or in anticipation of a Change of Control, and a Change of Control subsequently occurs, the Company shall pay such Participant separation benefits as determined in Section 4.2 hereof and the benefits as determined in Sections 4.3 and 4.4 hereof. For purposes of determining the benefits set forth in Sections 4.3 and 4.4, if the Participant incurs a Termination of Employment following a reduction of the Participant’s Annual Salary, opportunity to earn an Annual Incentive, or other compensation or employee benefits, such reduction shall not be given effect. Separation benefits as described in this Section shall be paid either (a) in one lump sum within fifteen (15) days of the Date of Termination or (b) in a stream of payments payable on regular pay periods following the Date of Termination only if the Change of Control event does not meet the definition of “change of control” under IRC Section 409A (as defined in Section 9.4 herein) and if required to be paid in that fashion by IRC 409A to avoid the additional tax imposed by IRC Section 409A; with such stream of payments continuing over the severance period used to calculate the severance benefits under Section 4.2 herein. If the termination of employment occurs before the Change of Control and is on account of the Change of Control, “fifteen (15) days” in the immediately prior sentence becomes “ninety (90) days” of the Date of Termination.
|
4.2
|
Separation benefits described in Section 4.1 hereof shall be determined as described below:
|
(a)
|
For a Participant in compensation Bands I or J, and for a Participant who is elected a corporate officer of Pitney Bowes Inc. who is not in compensation Bands I or J, an amount equal to the product of (1) two times (2) the sum of (x) the Participant’s Annual Salary and (y) the Participant’s Annual Incentive Award.
|
(b)
|
An amount equal to the difference between (1) the lump sum actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Pension Plan”) and any excess or supplemental defined benefit retirement plans in which the Participant participates (collectively, the “Pension Restoration Plan”) which the Participant would receive if his or her employment continued during the Separation Period, assuming the Participant is fully vested in his or her benefit under the Pension Plan as of the Date of Termination, and (2) the lump sum actuarial equivalent of the Participant’s actual benefit (paid or payable), if any, under the Pension Plan and the Pension Restoration Plan as of the Date of Termination. For purposes of the calculation required under subsection 4.2(b)(1), only the Participant’s additional months of age and service accrued during the Separation Period, but not the Participant’s compensation earned during the Separation Period, shall be taken into account. This calculation shall be performed on the same basis as if the Participant had remained actively employed throughout the entire Separation Period, except that the Participant’s earnings used in calculating the Participant’s highest average earnings shall cease on the day before the Separation Period begins. The calculation of this amount shall be performed using the same factors employed under the Pension Plan and Participant’s compensation earned through the Date of Termination. The actuarial determination hereunder shall be made as of the Date of Termination and the actuarial assumptions used for purposes of determining actuarial equivalence shall be no less favorable to the Participant than the most favorable of those in effect under the Retirement Plan and the Pension Restoration Plan on the Date of Termination. Any Pension Restoration Plan payment shall be made in accordance with the payment election the Participant made under the Pension Restoration Plan.
|
4.3
|
During the Separation Period, the Participant and his or her Dependents shall continue to be provided with the medical, prescription drug, dental and life insurance and other health and welfare benefits in which the Participant has coverage under the plans or programs of the Company or its affiliates at the Date of Termination as if the Participant’s employment had not been terminated, unless the Participant elects to decline such coverage; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive a particular benefit described above under another employer‑provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Participant for retiree medical, dental and life insurance benefits under the Company’s plans, practices, programs and policies, the Participant shall be considered to have remained employed during the Separation Period and to have retired or terminated employment on the last day of such period. The “COBRA” continuation period for a Participant shall commence following the last day of the Separation Period.
|
|
of Control, but at a cost to the Company of not more than the lesser of (i) 12% of Annual Salary and (ii) fifty thousand dollars ($50,000.00).
|
4.5
|
To the extent any benefits described in this Section 4 cannot be provided to the Participant pursuant to the appropriate plan or program maintained for Company employees in which a Participant participates, including, without limitation, because the coverage would cause the benefit plan to become discriminatory, the Company shall provide such benefits outside such plan or program at no additional cost (including, without limitation, tax cost) to the Participant.
|
5.1
|
For purposes of the Plan, "Termination of Employment" shall include a termination of employment by the Participant for any of the following Good Reasons, subject to Section 5.3 below:
|
4.
|
The Company’s requiring the Participant, after a Change of Control, to
|
5.2
|
Any termination by the Company or by the Participant in accordance with Section 5.1 shall be communicated by a Notice of Termination to the other party. Any Notice of Termination shall be by written instrument which (i) indicates the specific termination provision in Section 5.1 above relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for
|
5.3
|
Notwithstanding the foregoing, a Termination of Employment for Good Reason under Section 5.1 shall not occur if, within 30 days after the date the Participant gives a Notice of Termination to the Company after a Change of Control, the Company corrects the action or failure to act that constitutes the grounds for termination for Good Reason as described in Section 5.1 and as set forth in the Participant’s Notice of Termination. If the Company does not correct the action or failure to act, the Participant must terminate his or her employment for Good Reason within 60 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.
|
6.1
|
The Plan Administrator shall be the Board or its delegate. If an Employee or former Employee makes a written request alleging a right to receive benefits under this Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Board shall treat it as a claim for benefits. All claims for benefits under the Plan shall be sent to the Executive Vice President Chief Human Resources Officer, or equivalent position, and must be received within 90 days after Termination of Employment. If the Board determines that any individual who has claimed a right to receive benefits, or different benefits, under the Plan is not entitled to receive all or any part of the benefits claimed, it will inform the claimant in writing of its determination and the reasons therefore in terms calculated to be understood by the claimant. The notice will be sent within 90 days of the claim unless the Board determines additional time, not exceeding 90 days, is needed. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and describe any additional material or information as necessary. Such notice shall, in addition, inform the claimant what procedure the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim. The claimant may within 90 days thereafter submit in writing to the Board a notice that the claimant contests the denial of his or her claim by the Board and desires a further review. The Board shall within 60 days thereafter review the claim and authorize the claimant and his or her personal representative to appear personally and review pertinent documents and submit issues and comments relating to the claim to the persons responsible for making the determination on behalf of the Board. The Board will render its final decision with specific reasons therefore in writing and will transmit it to the claimant within 60 days of the written request for review, unless the Board determines additional time, not exceeding 60 days, is needed, and so notifies the Participant. If the Company fails to respond to a claim filed in accordance with the foregoing within 60 days or any such extended period, the Company shall be deemed to have denied the claim.
|
7.1
|
This Plan is established by the Company on a voluntary basis and not as consideration for services rendered in the past, and the benefits herein are provided at the will of the Company. Neither the establishment of this Plan nor the payment of benefits by the Company shall be construed or interpreted as a condition of employment, nor shall this Plan modify or enlarge any rights of any person covered by it to be continued or to be retained in the employ of the Company.
|
8.1
|
In the event that any benefits payable to a Participant pursuant to the Plan (“Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section VIII would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then the Eligible Individual’s Payments hereunder shall be either (x) provided to the Participant in full, or (y) provided to the Participant as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. In the event that the payments and/or benefits are to be reduced pursuant to this Section VIII, such payments and benefits shall be reduced such that the reduction of compensation to be provided to the Participant as a result of this Section VIII is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Unless the Company and the Participant otherwise agree in writing, any determination required under this Section VIII shall be made in writing, in good faith and following the intent of this section by a nationally recognized accounting firm selected by the Company (the “Accountants”). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section VIII.
|
9.1
|
Non‑Alienability
. No benefit or payments provided hereunder shall be subject to any forms of sale, assignment or transfer. Benefits provided by this Plan shall not be subject to attachment, garnishment or other legal or equitable proceedings by creditors or persons representing creditors. Such payments are, however, subject to all applicable taxes and appropriate withholdings.
|
9.2
|
Eligibility for Other Benefits
. This Plan shall have no effect on the Participant’s eligibility for other benefits customarily provided after termination unless otherwise stated in a written agreement executed by an authorized representative of the Company. The payments of benefits under this Plan shall not be deemed to be a continuation of employment, pay, or credited service for purposes of determining
|
9.3
Unfunded Plan Status
.
|
This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing nonqualified deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 401 of ERISA. This Plan is not intended to qualify as an ERISA welfare benefit plan. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan.
|
9.4
|
Death
. In case of death, any unpaid payment or benefits to which the Participant was entitled at the time of death shall be paid to the Participant’s survivors or estate
|
9.5
|
I.R.C. Section 409A
. If and to the extent that Section 409A of the Internal Revenue Code applies to amounts payable under the Plan, distributions may only be made under the Plan upon an event and in a manner permitted by Section 409A. To the extent that any provision of the Plan would cause a conflict with any applicable requirements of Section 409A, or would cause the administration of the Plan to fail to satisfy the applicable requirements of section 409A, such provision shall be deemed null and void. It is intended that this Plan comply with the Change of Control provisions of Section 409A.
|
9.6
|
Validity and Severability
. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
|
9.7
|
Governing Law
.
The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of the State of Connecticut without reference to principles of conflict of law, except to the extent pre‑empted by federal law.
|
9.8
|
Plan Records
. The records for this Plan are kept on a plan year beginning on January 1 and ending on the following December 31.
|
9.9
|
Legal Service
. The person designated to receive legal papers or summons in connection with this Plan is the Corporate Secretary, Pitney Bowes Inc., World Headquarters, Stamford CT 06926‑0700.
|
Standard & Poor’s/Moody’s
Rating
(each a “
Category
”)
|
Eurocurrency
Spread
|
Base Rate
Spread
|
Facility
Fee Rate
|
Letter of Credit
Fee Rate
|
Category 1
A-/A3
|
0.90%
|
0.00%
|
0.10%
|
0.90%
|
Category 2
BBB+/Baa1
|
1.00%
|
0.00%
|
0.125%
|
1.00%
|
Category 3
BBB/Baa2
|
1.10%
|
0.10%
|
0.15%
|
1.10%
|
Category 4
BBB-/Baa3
|
1.30%
|
0.30%
|
0.20%
|
1.30%
|
Category 5
BB+/Ba1
|
1.50%
|
0.50%
|
0.25%
|
1.50%
|
Category 6
lower than BB+/ Ba1 or unrated
|
1.75%
|
0.75%
|
0.30%
|
1.75%
|
PITNEY BOWES INC.,
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, |
|
by
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
PITNEY BOWES INC.,
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, |
|
by
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
PITNEY BOWES INC.,
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, |
|
by
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
By
|
|
|
|
|
Name:
|
|
Title:
|
Subsidiary Name
|
Country or state of incorporation
|
AtLast Holdings Inc.
|
Colorado
|
B. Williams Funding Corp.
|
Delaware
|
Borderfree Limited
|
Ireland
|
Borderfree Research and Development Ltd.
|
Israel
|
Borderfree Trading (Shanghai) Co., Ltd.
|
China
|
Borderfree UK Limited
|
United Kingdom
|
Borderfree, Inc.
|
Delaware
|
Elmcroft Road Realty Corporation
|
Connecticut
|
Enroute Systems Corporation
|
Deleware
|
FSL Holdings Inc.
|
Connecticut
|
FSL Risk Managers Inc.
|
New York
|
Group 1 Software China Ltd.
|
Hong Kong
|
Harvey Company, L.L.C
|
Delaware
|
Intreprinderea Cu Capital Strain "Tacit Knowledge" S.R.L (Moldova)
|
Republic of Moldova
|
MapInfo Realty LLC
|
New York
|
Mount Verde Insurance Company, Inc.
|
Vermont
|
Newgistics, Inc.
|
Delaware
|
NGS Holdings, Inc.
|
Delaware
|
NGS Intermediate Holdings, Inc.
|
Delaware
|
OldEurope Limited
|
United Kingdom
|
OldMS Limited
|
United Kingdom
|
OldPBSL
|
United Kingdom
|
PB Can LP II
|
Canada
|
PB Can US Holding LLC
|
Delaware
|
PB Equipment Management Inc.
|
Delaware
|
PB European UK LLC
|
Delaware
|
PB Nova Scotia Holding Inc.
|
Delaware
|
PB Nova Scotia Holdings ULC
|
Canada
|
PB Nova Scotia II ULC
|
Canada
|
PB Nova Scotia VI ULC
|
Canada
|
PB Nova Scotia VII ULC
|
Canada
|
PB Professional Services Inc.
|
Delaware
|
PB US Can LLC
|
Delaware
|
PB Wilmington USlux, LLC
|
Delaware
|
PB Worldwide Inc,
|
Delaware
|
Pitney Bowes (Asia Pacific) Pte. Ltd
|
Singapore
|
Pitney Bowes (Switzerland) AG
|
Switzerland
|
Pitney Bowes Australia FAS Pty Limited
|
Australia
|
Pitney Bowes Australia Pty Limited
|
Australia
|
Pitney Bowes Brasil Equipamentos e Servicos Ltda
|
Brazil
|
Pitney Bowes Canada II LP
|
Canada
|
Pitney Bowes Danmark A/S
|
Denmark
|
Pitney Bowes Deutschland GmbH
|
Germany
|
Pitney Bowes Finance Ireland Limited
|
Ireland
|
Pitney Bowes Finance Limited
|
United Kingdom
|
Pitney Bowes Funding SRL
|
Barbados
|
Pitney Bowes Global Financial Services LLC
|
Delaware
|
Pitney Bowes Global Limited
|
United Kingdom
|
Pitney Bowes Global LLC
|
Delaware
|
Pitney Bowes Holdco Limited
|
United Kingdom
|
Pitney Bowes Holding SNC
|
France
|
Pitney Bowes Holdings Limited
|
United Kingdom
|
Pitney Bowes India Private Limited
|
India
|
Pitney Bowes International Finance Limited
|
United Kingdom
|
Pitney Bowes International Holdings, Inc.
|
Delaware
|
Pitney Bowes Ireland Limited
|
Ireland
|
Pitney Bowes Italia S.r.l.
|
Italy
|
Pitney Bowes Japan K.K.
|
Japan
|
Pitney Bowes Limited
|
United Kingdom
|
Pitney Bowes Luxembourg Holding II S.a.r.l.
|
Luxembourg
|
Pitney Bowes Luxembourg Holding S.a.r.l.
|
Luxembourg
|
Pitney Bowes New Zealand Limited
|
New Zealand
|
Pitney Bowes Norge AS
|
Norway
|
Pitney Bowes Nova Scotia ULC
|
Canada
|
Pitney Bowes of Canada Ltd. - Pitney Bowes du Canada Ltee
|
Canada
|
Pitney Bowes Oy
|
Finland
|
Pitney Bowes PayCo Australia PTY LTD
|
Australia
|
Pitney Bowes PayCo Canada Ltd.
|
Canada
|
Pitney Bowes PayCo EMR Limited
|
United Arab Emirates
|
Pitney Bowes PayCo Holdings Limited
|
Ireland
|
Pitney Bowes PayCo Hong Kong Limited
|
Hong Kong
|
Pitney Bowes PayCo Japan KK
|
Japan
|
Pitney Bowes PayCo Korea Ltd
|
South Korea
|
Pitney Bowes PayCo Mexico, S. DE R.L. DE C.V.
|
Mexico
|
Pitney Bowes PayCo Singapore Pte Ltd
|
Singapore
|
Pitney Bowes PayCo Switzerland GmbH
|
Switzerland
|
Pitney Bowes PayCo UK Limited
|
United Kingdom
|
Pitney Bowes PayCo US Inc.
|
Delaware
|
Pitney Bowes Polska Sp. z.o.o.
|
Poland
|
Pitney Bowes Presort Services, Inc.
|
Delaware
|
Pitney Bowes Properties Inc.
|
Connecticut
|
Pitney Bowes Puerto Rico, Inc.
|
Puerto Rico
|
Pitney Bowes SAS
|
France
|
Pitney Bowes Shelton Realty LLC
|
Connecticut
|
Pitney Bowes Software (Beijing) Ltd
|
China
|
Pitney Bowes Software Canada Inc.
|
Canada
|
Pitney Bowes Software Europe Limited
|
United Kingdom
|
Pitney Bowes Software Holdings Limited
|
United Kingdom
|
Pitney Bowes Software Inc.
|
Delaware
|
Pitney Bowes Software India Private Limited
|
India
|
Pitney Bowes Software Pte. Ltd
|
Singapore
|
Pitney Bowes Software Pty Ltd
|
Australia
|
Pitney Bowes Software SAS
|
France
|
Pitney Bowes Svenska Aktiebolag
|
Sweden
|
Pitney Bowes UK Funding Limited
|
United Kingdom
|
Pitney Bowes UK LP
|
United Kingdom
|
PitneyWorks.com Inc.
|
Delaware
|
PitneyWorks.com L.L.C.
|
Delaware
|
Portrait International, Inc.
|
Ohio
|
Portrait Million Handshakes AS
|
Norway
|
Portrait Software International Limited
|
United Kingdom
|
Portrait Software Limited
|
United Kingdom
|
Real Time Content Limited
|
United Kingdom
|
Tacit Knowledge Latin America, S. de R.L de C.V.
|
Mexico
|
Tacit Knowledge Ltd.
|
United Kingdom
|
Tacit Knowledge, Inc.
|
California
|
The Pitney Bowes Bank, Inc.
|
Utah
|
Wheeler Financial from Pitney Bowes Inc.
|
Delaware
|
Wheeler Insurance, Ltd.
|
Vermont
|
1.
|
I have reviewed this Annual Report on Form 10-K of Pitney Bowes Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Marc B. Lautenbach
|
|
|
|
|
Marc B. Lautenbach
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Pitney Bowes Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Stanley J. Sutula III
|
|
|
|
Stanley J. Sutula III
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Marc B. Lautenbach
|
|
|
|
Marc B. Lautenbach
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Stanley J. Sutula III
|
|
|
|
Stanley J. Sutula III
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|