Proxy Summary

In this summary we highlight certain information contained elsewhere in this proxy statement. This is only a summary and does not contain all the information you should consider before you submit your proxy or vote. Please read the complete proxy statement and Annual Report on Form 10-K before you submit your proxy or vote.

Annual Meeting Information



P~~roxy Summary~~

In this summary we highlight certain information contained elsewhere in this proxy statement. This is only a summary and does not contain all the information you should consider before you submit your proxy or vote. Please read the complete proxy statement and Annual Report on Form 10-K before you submit your proxy or vote.

~~Annual Meeting Information~~

Time and Date:	Monday, May ~~13, 2013~~11, 2015 at 9:00 a.m.
Place:	~~Pitney Bowes World Headquarters~~ ~~1 Elmcroft Road~~ ~~Stamford, CT 06926-0700~~	Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870
Requirements for Attending the Meeting:	Admission ~~card~~ticket, which is attached to your proxy card, or Notice of Internet Availabilityof Proxy Materials, together with a form of ~~photo identification,~~valid, government-issued photoidentification, such as a driver’s license. If your shares are held in the name of a bank,broker or nominee, you must present proof of your ownership ~~(such~~as of the record date(such as bank or brokerage account statement).
Record Date:	March ~~15, 2013~~	13, 2015
Voting:	~~Stockholders~~Registered stockholders as of the record date (March ~~15, 2013)~~13, 2015) are entitled to submitproxies by Internet atwww.proxyvote.com; telephone at 1-800-690-6903; or completingyour proxy ~~card~~card; or ~~voter instruction card; or~~you may vote in person at the annual meeting. If you hold ~~your shares~~yourshares through a broker, bank, trustee or other nominee, you are a beneficial ~~owner and~~ownerand should refer to instructions provided by that entity on voting methods.

~~New CEO and Separation of Chairman and CEO Roles~~

Effective December 3, 2012, the board of directors elected Marc B. Lautenbach as our new President and Chief Executive Officer (CEO). He was also elected to the board of directors for a term expiring at the 2013 annual meeting of stockholders. At the same time, the board of directors separated the roles of Chairman and Chief Executive Officer and appointed Michael I. Roth to the newly created role of Non-Executive Chairman of the board of directors. Prior to this appointment, Mr. Roth served as Lead Director for the board. The Non-Executive Chairman position has replaced the Lead Director position. Our former CEO, Murray D. Martin, resigned effective December 3, 2012, from his position as Chairman, President and Chief Executive Officer and as a

Governance Structure and Leadership Roles

The board reappointed Michael Roth, an independent member of ~~the board. He was elected Executive Vice President for a term expiring February 6, 2013, to work with Mr. Lautenbach on an effective transition until his retirement at that time.~~

~~2012 Performance~~

Revenue for 2012 decreased 4% to $4,904 million compared to $5,123 million in 2011 with worldwide economic conditions, pricing pressures, declining mail volumes and constrained public sector spending in Europe, contributing to the decline. Net income from continuing operations and earnings per diluted share for 2012 were $436 million and $2.16, respectively, compared to $401 million and $1.98, respectively, in 2011. The improvement in earnings per share in 2012 over 2011 was primarily due to lower restructuring charges in 2012 and a 2011 goodwill impairment charge partially offset by higher tax expense due to tax benefits recognized from tax settlements in 2011.

~~PROXY SUMMARY~~





	Worldwide economic conditions continue to create a challenging business environment causing many of our clients to remain cautious about spending and therefore impacting the performance of our business segments. Our growth initiatives continue to focus on leveraging our expertise in physical communications with our expanding capabilities in digital and hybrid communications and developing products, software, services and solutions that help our clients grow their businesses by more effectively communicating with their customers. We expect to make continued investments in these growth initiatives.

	~~2012 Announcement Highlights~~

	•	~~Announced multi-year agreement with Facebook to offer global geocoding, reverse geocoding and other location intelligence applications, representing our advantage in industry-leading technology;~~
	•	~~Partnered with eBay to facilitate international ecommerce and cross-border sale of goods;~~
	•	~~Continued investment in Volly - announced partnership with Australia Post;~~
	•	~~Decided to exit the International Mail Services business as part of our portfolio shift from physical to digital;~~
	•	~~Retired a total of $550 million in debt, reflecting our commitment to reducing leverage;~~
	•	~~Issued debt totaling $340 million ($230 million in bank loans and $110 million in retail bonds) to take advantage of attractive financing terms and to provide funding for 2013 bond maturity; and~~
	•	~~Announced restructuring program with expected annualized cost savings of approximately $45 to $55 million beginning in 2013.~~

	We urge stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (“SEC”) on February 25, 2013, which describes our business and 2012 financial results in more detail.

	~~Executive Compensation Program~~

	Over the course of last year, the Executive Compensation Committee engaged in an extensive re-examination of our executive compensation program as a result of the Say-on-Pay vote at our 2012 annual meeting of stockholders. Before our 2012 annual meeting, the newly appointed chairman of the Executive Compensation Committee and members of management contacted stockholders holding approximately 60% of our outstanding shares to seek their views on our compensation approach. Following the majority vote by our stockholders against the Say-on-Pay resolution, the com-

~~PROXY SUMMARY~~



	mittee retained a new independent compensation consultant, Pay Governance LLC. After conducting its examination, including considering the feedback from stockholders and the negative Say-on-Pay vote, and obtaining advice from the compensation consultant, the Executive Compensation Committee and the independent board members made significant changes to our executive compensation program to enhance the alignment of our executive compensation program with stockholders’ interests. Following approval of the changes, the committee chairman again engaged our stockholders. He initiated contact with holders of approximately 64% of our outstanding shares and ultimately discussed the changes with more than a majority of those contacted. The stockholders responded favorably at those meetings to the compensation program changes.

	~~Key Changes Made to our Executive Compensation Program~~

	•	~~Aligned the former CEO’s annual incentive target to the median market competitive data, reducing it from 165% to 130% of base salary. We maintained the same target level for our new CEO;~~
	•	Enhanced the rigor and transparency of our annual incentive objectives by increasing the weight of the financial objectives to at least 80% and reducing the weight of strategic objectives to no more than 20%;
	•	Changed the type and mix of our long-term incentives and increased the performance-based component. Beginning in 2013, long-term incentives are composed of 60% cash incentive units (“CIUs”), and 40% restricted stock units (“RSUs”);
	•	~~Cancelled our former CEO’s $2 million special Key Employee Incentive Plan (“KEIP”) award.~~
	•	~~Revised our peer group to better balance company size and business complexity;~~
	•	~~Enhanced disclosure of our performance targets;~~
	•	~~Eliminated the excise tax gross-ups; and~~
	•	~~Reduced severance benefits payable upon a change of control for officers by up to one-third at the most senior management levels.~~

	~~Please see “Compensation Discussion and Analysis – Discussion of Compensation Actions – Response to the 2012 Say-on-Pay Vote” for a more complete description of these changes.~~

	~~Reduced 2012 Payouts~~

	We have a “pay-for-performance” philosophy that is the foundation of all decisions regarding compensation of our named executive officers. With the changes approved by the Executive Compensation Committee and the independent board members, we have enhanced the link between pay and performance in the design of our executive compensation program. Because the Executive Compensation Committee implemented the 2012 executive compensation program before the 2012 Say-on-Pay vote, some of the recent changes will not be reflected in the named executive officer compensation tables until 2013 executive compensation is reported in the 2014 proxy statement. Where possible, however, the committee retroactively adjusted compensation features and also further reduced the final payouts to align total compensation with our performance and our total stockholder return (TSR).

	Given the special circumstances of this year, including the TSR, the limited ability to retroactively change many aspects of awards made prior to the 2012 Say-on-Pay vote, and to ensure a strong alignment of pay to performance, the committee concluded that lowering executive compensation was appropriate. The payout for the 2012 annual incentive and CIU awards was well below target as a result of overall below target performance.

	•	While 2012 performance against stated objectives under the annual incentive plan would have supported a pay-out of 75% of target, the committee used negative discretion to reduce the annual incentive payout by an additional 11% to 64% of target, which is 35% below the payout from the previous year.
	•	For the 2010-2012 CIU long-term incentive award, performance against objectives would have supported a pay-out of $1.42 per unit, before applying the TSR modifier. The TSR modifier reduced the CIU award payout by 20% to $1.14 per unit. The committee used negative discretion to reduce the CIU payout by an additional 35% to $0.74 per unit, which is 31% below the CIU payout one year ago. The committee reduced the payout from $1.42 per unit to $0.74 per unit to approximate the decline in our stock price over the three-year performance period.

	Negative discretion is a concept from Internal Revenue Code 162(m) allowing tax deductibility in certain circumstances if compensation awards are considered “performance-based”. It also gives the Executive Compensation Committee the right to reduce the amount that would otherwise be payable based solely on the performance metrics achieved, yet still preserve the tax deductibility under IRC 162(m).

	Please see “Compensation Discussion and Analysis – Compensation Payout Overview” beginning on page 53 of this proxy statement for a more detailed discussion of the 2012 executive compensation awards and payouts.

~~PROXY SUMMARY~~







	~~Direct Compensation Components and Mix~~

	For each named executive officer (NEO), the committee sets target total direct compensation levels (base salary plus annual and long-term incentives) so that the base salary, total cash compensation, and total direct compensation is at +/– 20% of the median for each position of the competitive data using the Towers Watson General Industry Executive Compensation Survey Report, as regressed for companies approximately our size. Named executive officer direct compensation is weighted toward variable compensation, where the actual amount earned may vary from the targeted amounts due to company performance.

~~PROXY SUMMARY~~


~~Component~~	~~Percentage of Total Direct Compensation~~	~~Role~~	~~Comments~~

~~Base Salary~~		~~To provide competitive fixed pay based on responsibilities, skills and experience~~	~~Fixed compensation; increases influenced by executive’s individual performance rating~~

~~Annual~~ ~~Incentive~~		~~To reward achievement of pre-established enterprise-wide short term objectives~~	~~Based on objective performance, however, individual performance rating can be factored into final payout~~

~~Long-Term~~ ~~Incentive~~		~~To reward achievement of pre-established enterprise-wide long term objectives that drive stockholder value~~	~~Awards are partially paid out in cash and partially in shares. Partially subject to objectives in addition to the 162(m) threshold target~~

~~Meeting Agenda Items~~

~~Proposal 1: Election of Directors~~

You are being asked to elect 10 directors. Two of our current directors, James H. Keyes and Robert E. Weissman, will retire from the board, as required by our Governance Principles, when their current terms end as of the 2013 annual meeting of stockholders. One of our current directors, Rodney Adkins, expressed a preference not to be re-nominated. Effective as of May 13, 2013, the board of directors, ~~reduced the size~~to serve as Non-Executive Chairman of the ~~board from thirteen to ten members. Each~~Board in May 2014. A description of the ~~other directors is standing for election~~Chairman role appears in the Board of Directors Governance Principles, which can be found on the company’s website atwww.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.”

2014 Summary of Business Performance

In 2014, Pitney Bowes achieved significant progress against its three strategic initiatives to transform the company and unlock shareholder value by 1) stabilizing the mail business, 2) driving operational excellence, and 3) growing its business through expansion in digital commerce. During the year, the company continued its implementation of a ~~one-year term ending as~~new go-to-market strategy, divested certain business operations, and initiated a global effort to streamline the company’s back-office systems. All aspects of the ~~next annual meeting of stockholders~~company’s Digital Commerce Solutions segment grew revenue in 2014, including the introduction of outbound eCommerce services from the United Kingdom.

In addition, the company continued to deliver innovative physical and ~~until his successor has been duly elected~~digital products and ~~qualified.~~

~~All directors attended over 75%~~solutions and made significant investments in marketing in support of the ~~meetings~~transformation of our brand. One of the ~~board~~main goals of the re-branding effort is to update the market’s perception of the company. This is the first brand refresh since 1971 and ~~board committees on which they served~~only the third in ~~2012.~~the company’s 95 year history.

From a financial perspective:

	•	The company returned $152 million to shareholders in dividend payments on Pitney Bowes common stock and repurchased $50 million in shares.

	•	Total Shareholder Return (TSR) for 2014 was 7.63%, and two-year TSR calculated as a Compound Annual Growth Rate (CAGR) was 58.23%, which places the company at the very top of its peer group. When compared to S&P 500 companies this two-year performance places the company in the 96th percentile.

	•	The company had its first full year of reported revenue growth since 2008, with an increase of 1% on both a constant currency and reported basis.

	•	The 2014 diluted earnings per share from continuing operations were $1.90, compared to $1.81 in 2013.

	•	Earnings before interest and taxes were $731 million in 2014 compared to $688 million in 2013.

	•	Free cash flow was $571 million in 2014 compared to $635 million in 2013. This nevertheless was a strong result when factoring in the capital expenditures invested into the business.

PROXY SUMMARY

Summary Information about our Director Nominees

Director
Nominee
Age
Director
Since
Occupation
Independent**

Committees

Other Public
Boards

Linda G. Alvarado
61
1992
President and
X
●
Finance

3M Company

CEO, Alvarado

●
Governance

Construction, Inc.

Anne M. Busquet
63
2007
Principal, AMB
X
●
Finance

Meetic S.A.

Advisors, LLC

●
Governance

Roger Fradin
59
2012
President and
X
●
Audit

MSC Industrial

CEO, Honeywell

●
Finance

Direct Co., Inc.

Automation and

Control Solutions,

Honeywell

International, Inc.

Anne Sutherland
65
2005
Consultant to
X
●
Audit

Gartner, Inc.

Fuchs

private equity firms

●
Executive

●
Compensation

S. Douglas
57
2012
CEO, Leap Wireless
X
●
Audit

Leap Wireless

Hutcheson

International, Inc.

●
Finance

International, Inc.

Marc B. Lautenbach
51
2012
President and CEO,

●
Executive

—

Pitney Bowes Inc.

Eduardo R. Menascé
67
2001
Retired President,
X
●
Executive

John Wiley & Sons

Enterprise Solutions

●
Executive

Inc., Hill-Rom

Group, Verizon

●
Compensation***

Holdings, Inc.,

Communications Inc.

●
Governance

Hillenbrand, Inc.

Michael I. Roth*
67
1995
Chairman and CEO,
X
●
Audit

Ryman Hospitality

The Interpublic

●
Executive***

Properties Inc., The

Group of

●
Finance***

Interpublic Group of

Companies, Inc.

Companies, Inc.

David L. Shedlarz
64
2001
Retired Vice
X
●
Audit***

Teachers Insurance

Chairman, Pfizer Inc.

●
Executive

and Annuity

●
Finance

Association, The

Hershey Company

David B. Snow, Jr.
58
2006
Former Chairman
X
●
Executive

—

and CEO, Medco

●
Executive

Health Solutions, Inc.

●
Compensation

●
Governance***

*
Non-Executive Chairman, Pitney Bowes Inc.

**
In accordance with the New York Stock Exchange listing standards and the standards of independence, which are set forth in the Governance Principles of the Board of Directors available on our website atwww.pb.com under the caption “Our Company – Leadership & Governance.”

***
Committee Chair

Vote Required (Majority Vote)

In accordance with our By-laws, in an uncontested election, a majority of the votes cast is required for the election of directors. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote. The board of directors’ Governance Principles provide that any nominee for director in this election who fails to receive a majority of votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the board of directors the action to be taken with respect to any offer of resignation. The board of directors will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

The board of directors recommends a vote FOR the election of the director candidates nominated by theboard.

	•	The company reduced debt by $100 million and took additional actions with its debt portfolio to create further financial flexibility.

	•	The company reduced sales, general and administrative expenses by $42 million.

~~PROXY SUMMARY~~

In short, 2014 was a year of significant progress for Pitney Bowes. We continue to see positive trends in our businesses and are making material progress toward unlocking the long-term value embedded in our company. For additional detail on the calculation of the financial metrics described above please refer to page 55 “Non-GAAP Measures” and corresponding table.

2014 Summary of Compensation Payouts

Based on the 2014 financial results summarized above when compared against the pre-determined financial goals as shown in the table below, the annual incentive payout multiplier for the named executive officers (NEOs) was 125.1% and the long-term 2012-2014 cash incentive unit award payout was $1.33 per unit.


	~~Proposal 2: Ratification~~Funding of the ~~Audit Committee’s Appointment of the Independent Accountants for 2013~~
	~~The board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent accountants for 2013.~~

	~~Vote Required (Majority Vote)~~

	~~Ratification of the appointment of our independent accountants requires the affirmative vote of a majority of the votes cast. Abstentions~~2014 Annual Incentive Pool and ~~broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.~~

	~~The board of directors recommends a vote FOR the ratification of PricewaterhouseCoopers LLP as our independent accountants for 2013.~~

	~~Proposal 3: Advisory Vote to Approve Executive Compensation~~

	The board is asking stockholders to approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. The board has determined to hold this advisory vote on an annual basis. The next advisory vote will be at the 2014 annual meeting of stockholders.

	~~Vote Required (Majority Vote)~~

	The vote on executive compensation is an advisory vote and the results will not be binding on the board or Pitney Bowes Inc. The affirmative vote of the majority of the votes cast will constitute the stockholders’ non-binding approval with respect to our executive compensation programs. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.

	~~The board of directors recommends a vote FOR the approval of the advisory resolution on executive compensation.~~

	~~Proposal 4: Approval of the Pitney Bowes Inc. 2013 Stock Plan~~

	The board is asking stockholders to approve the Pitney Bowes Inc. 2013 Stock Plan. The plan will govern grants of stock-based awards to employees. A maximum of 19 million shares plus certain shares subject to awards under our current 2007 Stock Plan, will be available for grants under the Pitney Bowes Inc. 2013 Stock Plan. Any shares authorized but not awarded under our current 2007 Stock Plan will be extinguished under that plan upon approval of the 2013 Stock Plan.

	~~Vote Required (Majority Vote)~~

	Approval of the Pitney Bowes Inc. 2013 Stock Plan requires the affirmative vote of the majority of the votes cast. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote. In addition, under the New York Stock Exchange rules, the total number of votes cast must represent a majority of the outstanding shares entitled to vote on the proposal. However, for purposes of approval under New York Stock Exchange rules, abstentions are treated as votes cast, and, therefore, will have the same effect as an “against” vote. In addition, broker non-votes are considered entitled to vote, having the practical effect of increasing the number of affirmative votes required to achieve a majority of the shares entitled to vote.

	~~The board of directors recommends a vote FOR the proposal to approve the Pitney Bowes Inc. 2013 Stock Plan.~~





~~Proxy Statement~~ Payout Multiplier



		The sum of the metrics may not exactly equal the total due to rounding.

		For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”

Funding of the 2014 Cash Incentive Unit Pool and Payout Value



		The amounts above include the impact of the Modifier for total shareholder return (TSR). The sum of the metrics may not exactly equal the total due to rounding.

		The amounts shown in the charts above are based on non-GAAP measures. For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”

We urge stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on February 20, 2015, which describes our business and 2014 financial results in more detail.

In determining performance goals and evaluating enterprise performance results, the ~~committee~~Committee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions to that performance while still holding management accountable for the overall results of the business. The ~~committee~~Committee believes that the metrics for incentive compensation plans should be specific and objective. However, in exercising its negative discretion, the ~~committee~~Committee recognizes that interpretation of the application of pre-determined metrics to results may be necessary from time to time to better reflect the operating performance of the ~~company~~company’s business segments and take into account certain one-time events. In adopting its philosophy in establishing metrics and compensating the management team for its actual performance, the ~~committee~~Committee believes it to be a fairer measure to remove the impact of certain events that may ~~mask,~~distort, either positively or negatively, the actual performance of management. The ~~following~~ chart below explains the types of events that the ~~committee~~Committee has taken into consideration in this regard.

Pitney Bowes Inc.

Reconciliation of Reported Consolidated Results to Adjusted Measures for Compensation
(Unaudited)

(Dollars in thousands, except per share data)		2014			2013⁽¹⁾			2012⁽¹⁾
GAAP diluted earnings per share from continuing operations, as reported	$	1.47		$	1.42		$	1.88
Restructuring charges and asset impairments		0.29			0.29			0.06
Extinguishment of debt		0.19			0.10			—
Investment divestiture		(0.05	)		—			—
Sale of leveraged lease assets		—			—			(0.06	)
Diluted earnings per share from continuing operations⁽²⁾		1.90			1.81			1.88
Adjustment for businesses sold⁽¹⁾		—			0.07			0.28
Investment divestiture		0.05			—			—
Adjusted earnings per share⁽²⁾	$	1.95		$	1.88		$	2.16
GAAP net cash provided by operating activities, as reported	$	655,526		$	624,824		$	660,188
Capital expenditures		(180,556	)		(137,512	)		(176,586	)
Reserve account deposits		(15,666	)		(20,104	)		1,636
Restructuring payments		56,162			59,520			74,718
Extinguishment of debt		61,657			32,639			—
Net receipts related to investment divestiture		(5,737	)		—			—
Tax and other payments on sale of businesses and leveraged lease assets		—			75,545			114,128
Pension contribution		—			—			95,000
Free cash flow		571,386			634,912			769,084
Reserve account deposits		15,666			20,104			(1,636	)
Net finance receivables⁽³⁾		(119,668	)		—			—
Adjusted free cash flow	$	467,384		$	655,016		$	767,448
GAAP income from continuing operations after income taxes, as reported	$	300,006		$	287,612		$	379,107
Restructuring charges and asset impairments, after tax		59,349			59,024			11,610
Extinguishment of debt, after tax.		37,833			19,911			—
Investment divestiture, after tax.		(9,774	)		—			—
Sale of leveraged lease assets, after tax		—			—			(12,886	)
Income from continuing operations, as adjusted		387,414			366,547			377,831
Adjustment for businesses sold⁽¹⁾		—			14,121			57,446
Adjusted income from continuing operations.	$	387,414		$	380,668		$	435,277
GAAP income from continuing operations before income taxes, as reported	$	431,196		$	383,954		$	511,770
Interest expense, net, before tax		169,450			186,987			184,675
Restructuring charges and asset impairments, before tax.		84,560			84,344			17,176
Extinguishment of debt, before tax		61,657			32,639			—
Investment divestiture, before tax		(15,919	)		—			—
Sale of leveraged lease assets, before tax		—			—			3,817
Earnings before interest and taxes		730,944			687,924			717,438
Impacts of foreign currency compared to budget⁽⁴⁾		417			3,210			—
Adjustment for businesses sold⁽¹⁾		—			22,600			26,253
Adjusted earnings before interest and taxes.	$	731,361		$	713,734		$	743,691
Reported revenue growth		0.8%			(0.8%	)		(5.1%	)
Impacts of foreign currency		0.4%			0.3%			1.1%
Disposal of certain business operations⁽⁵⁾		0.4%			0.0%			0.0%
Revenue growth.		1.6%			(0.5%	)		(4.0%	)
Adjustment for businesses sold⁽¹⁾		0.0%			(0.3%	)		0.6%
Adjusted revenue growth		1.6%			(0.8%	)		(3.4%	)

⁽¹⁾			2013 and 2012 have been restated for discontinued operations that occurred subsequent to the reported fiscal year. During 2014, we sold our Canadian Document Imaging Solutions business. During 2013, we sold our Pitney Bowes Management Services operations, our Nordic furniture business and our International Mail Services operations.

⁽²⁾	~~ACCOUNTING ITEMS AND RECONCILIATION OF GAAP TO NON-GAAP MEASURES~~

	~~For 2012,~~The sum of the ~~committee determined that adjusted~~ earnings per share ~~adjusted free cash flow and adjusted income from continuing operations results~~amounts may ~~exclude~~not equal the impact of certain special events (both positive and negative) such as restructuring charges, legal settlements and write downs of assets which materially impact the comparability of the company’s results of operations.		totals above due to rounding.

⁽³⁾	~~The following are non-GAAP measures: adjusted earnings per share, adjusted free cash flow, adjusted income from continuing operations and revenue growth.~~

	●	~~Adjusted earnings per share exclude special items (as discussed above under “Treatment of Special Events”) including the impact of any accounting changes.~~
	●	Adjusted free cash flow is adjusted earnings plus depreciation and amortization, stock option expense and deferred taxes; changes in working capital excluding increases in finance receivables, net of reserve account deposits; less capital expenditures, net of disposals and significant pension contributions.
	●	~~Adjusted income from continuing operations~~ excludes ~~special events (as described under “Treatment of Special Events”) including~~ the impact of ~~any accounting changes.~~	finance receivables in 2014.
	●
⁽⁴⁾	~~Revenue~~For 2014 and 2013, adjusted earnings before interest and taxes is translated at 2014 and 2013 budget rates, respectively.

⁽⁵⁾	Adjusted revenue growth ~~is computed as the year over year change in revenue excluding~~excludes the impact of ~~foreign currency translation.~~

	~~This adjusted financial information should not be construed as an alternative to our reported results determined~~the disposal of certain business operations in accordance with Generally Accepted Accounting Principles, or GAAP. Further, our definition of this adjusted financial information may differ from similarly titled measures used by other companies. We use measures such as adjusted earnings per share, adjusted income from continuing operations and adjusted free cash flow to exclude the impact of special items like restructuring charges, tax adjustments, and asset write-downs, because, while these are actual income or expenses of ours, they can mask underlying trends associated with our business. Such items are often inconsistent in amount and frequency and as such, the adjustments allow a stockholder greater insight into the current underlying operating trends of the business. The use of adjusted free cash flow provides investors insight into the amount of cash that management could have available for other discretionary uses. It adjusts GAAP cash from operations for capital expenditures, as well as special items like cash used for restructuring charges, unusual tax payments and contributions to its pension funds.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Pitney Bowes Inc.
Reconciliation of Reported Consolidated Results to Adjusted Benefits
(Unaudited)

Twelve Months Ended December 31,

(Dollars in thousands, except per share data)

2012

2011

2010

GAAP diluted earnings per share from continuing operations, as reported

$
2.16

$
1.98

$
1.57

Restructuring charges and asset impairments

0.08

0.48

0.59

Goodwill impairment

—

0.41

—

Sale of leveraged lease

(0.06
)

(0.13
)

—

Tax adjustments

—

0.02

0.13

Diluted earnings per share from continuing operations, as adjusted⁽¹⁾

2.18

2.75

2.29

Adjustment for IMS (reported as a discontinued operation for GAAP)

(0.02
)

(0.05
)

(0.06
)

Diluted earnings per share from continuing operations, as adjusted
(before discontinued operation)

$
2.16

$
2.70

$
2.23

GAAP net cash provided by operating activities, as reported

$
660,188

$
948,987

$
952,111

Capital expenditures

(176,586
)

(155,980
)

(119,768
)

Restructuring payments and discontinued operations

74,718

107,002

119,565

Pension contribution

95,000

123,000

—

Tax payments on sale of leveraged lease assets

114,128

—

—

Reserve account deposits

1,636

35,354

10,399

Free cash flow, as adjusted⁽²⁾

769,084

1,058,363

962,307

Reserve account deposits

(1,636
)

(35,354
)

(10,399
)

Adjusted free cash flow

$
767,448

$
1,023,009

$
951,908

GAAP income from continuing operations

$
435,932

$
400,556

324,267

Restructuring charges and asset impairments, after tax

15,407

97,661

122,666

Goodwill impairments, after tax.

—

82,890

—

Sales of leveraged lease, after tax

(12,886
)

(26,689
)

—

Tax adjustments

—

3,539

27,509

Income from continuing operations, as adjusted

438,453

557,957

474,442

Adjustment for IMS (reported as a discontinued operation for GAAP)

(3,176
)

(9,863
)

(13,558
)

Adjusted income from continuing operations

$
435,277

$
548,094

$
460,884

Reported revenue growth

(4.3%
)

(2.6%
)

(2.1%
)

Impacts of foreign currency

1.1%

(1.5%
)

(0.3%
)

Revenue growth on a constant currency basis

(3.2%
)

(4.1%
)

(2.4%
)

Adjustment for IMS (reported as a discontinued operation for GAAP)

(0.2%
)

(0.1%
)

(0.5%
)

Revenue growth on a constant currency basis (before discontinued operation)

(3.4%
)

(4.2%
)

(2.9%
)

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

⁽²⁾
The above table includes an adjustment to GAAP net cash provided by operating activities due to a reclassification between net cash provided by operating activities and net cash used in investing activities. As a result, GAAP net cash provided by operating activities increased by $28.8 million for the year ended December 31, 2011.

~~Vested Compensation~~

The table below shows the vested compensation in 2012 and 2011 by the NEOs and supplements the Summary Compensation Table that appears on page 69 of this proxy statement. This supplemental table also illustrates the impact that the company’s below-target financial performance in 2012 and 2011 had on vested compensation in each of those years. Compensation information for Mr. Lautenbach is not included in this table because he did not join the company until December 3, 2012.

The primary difference between this supplemental table and the standard Summary Compensation Table is the method used to value stock options and stock awards. SEC rules require that the grant date fair value of all stock options and restricted stock units be reported in the Summary Compensation Table for the year that they were granted. As a result, a significant portion of the total compensation amounts reported in the Summary Com-

pensation Table relate to stock options and restricted stock units that have not vested and which are subject to substantial uncertainty based on future changes in stock price and financial performance. In contrast, the supplemental table below includes only stock options and restricted stock units that vested during the applicable year and shows the value of those awards as of the applicable vesting date. There is no assurance that the NEOs will actually realize the value attributed to these awards even in this supplemental table, since the ultimate value of the stock options will depend on when the stock options are exercised and the underlying shares are sold and the ultimate value of the restricted stock units will depend on when the released shares are sold. That means that the value of even some of the compensation currently realized depends upon future company performance.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Vested Compensation Compared to Target Compensation~~

Name

Year

Salary
($)

Stock
Awards
Vested in
Fiscal
Year
($)⁽¹⁾

Option
Awards
Vested in
Fiscal
Year
($)⁽²⁾

Annual
Incentive
Compen-
sation
($)

Cash
Incentive
Unit
Compen-
sation
($)

Other
Bonuses
($)⁽³⁾

All Other
Compen-
sation
($)⁽⁴⁾

Total
Vested
Compen-
sation
($)

Total
Target⁽⁵⁾($)

%
Difference
in
Vested
Pay vs. Target

Michael Monahan

2012

575,600

180,060

0

296,141

444,000

1,100,000

53,310

2,649,111

3,388,356

-22%

2011

558,000

150,313

0

440,294

588,500

106,500

28,788

1,872,395

2,217,700

-16%

Leslie Abi-Karam

2012

553,800

180,060

0

284,365

444,000

—

21,798

1,484,023

2,248,156

-34%

2011

544,016

150,313

0

427,907

588,500

106,500

27,360

1,844,596

2,191,076

-16%

Vicki A. O’Meara

2012

522,500

109,264

0

268,288

240,500

—

42,727

1,183,279

1,622,530

-27%

2011

512,500

179,712

0

403,760

347,750

35,500

34,587

1,513,809

1,693,646

-11%

John E. O’Hara

2012

450,000

30,310

0

172,800

44,733

—

70,680

768,523

873,921

-12%

Murray D. Martin

2012

996,667

713,630

0

832,000

1,757,500

—

144,284

4,444,081

7,237,317

-39%

2011

975,000

619,318

0

1,584,660

2,541,250

337,250

62,758

6,120,236

7,814,916

-22%


⁽¹⁾	Amounts shown represent the aggregate value of all RSUs that vested during 2012 and 2011. The value of vested RSUs is calculated by multiplying the number of shares vested by the average of the high and low trading price of the company’s common stock on the date that the shares were released to the award recipients.
⁽²⁾	Amounts shown represent the aggregate value of all stock options that vested during 2012 and 2011. The value of vested stock options is calculated by multiplying the number of shares vested by the difference between the exercise price and the closing price of the company’s common stock on the vesting date without regard to actual option exercise activity. Currently all stock options are underwater.
⁽³⁾	This column shows payouts on the 2008 and 2010 performance awards. For Mr. Monahan, both the final installment of his 2008 performance award and the payout of his 2010 performance award is shown. For Mmes. Abi-Karam and O’Meara and Mr. Martin, the column shows the payout of the final installment of the 2008 performance awards.
⁽⁴⁾	~~Amounts shown equal the amounts reported in the “All Other Compensation” column of the Summary Compensation Table.~~
⁽⁵⁾	Target amounts shown represent base salary, target annual incentive, target CIU value and the aggregate target value of all stock options and stock awards that vested during 2012 and 2011. The target value for vested RSU awards is calculated by multiplying the number of RSUs by the closing price of the company’s common stock on the grant date. The target value for vested stock options is calculated by multiplying the number of stock options by the Black-Scholes value on the grant date. For Mr. Monahan, the target value of his 2008 performance award is included in 2011 and the target value of his 2010 performance award is included in 2012. For Mmes. Abi-Karam and O’Meara and Mr. Martin, this column includes the target value of the final installment of their 2008 performance awards.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The information in the table below provides additional context to 2012 and 2011 NEO compensation, because it demonstrates that our below-target financial performance in 2012 and 2011 had a negative impact on the actual compensation received as compared to the value accorded these items when initially awarded. The table below also supplements the Summary Compensation Table that appears on page 69 of the proxy statement and compares the following for the NEOs in 2012 and 2011:


	●	~~The hypothetical aggregate value of all stock~~ ~~options and stock awards that vested during 2012and 2011 had all of the awards vested at target.~~ 2014.

The target value for vested RSU awards is calculated by multiplying the number of RSUs by the closing price of the company’s common stock on the grant date. The target value for vested stock options is calculated by multiplying the number of stock options by the Black-Scholes value on the grant date; and


	●	~~The actual aggregate value of all stock options andstock awards that vested during 2012 and 2011 asshown in the Vested Compensation Compared toTarget Compensation table above.~~ 56

Target Value of Options
and Stock Awards Vested⁽¹⁾

Value of Options
and Stock Awards Vested⁽²⁾
Name

Year

Stock
Options ($)

RSUs ($)

Total ($)

Stock
Options ($)

RSUs ($)

Total ($)

Difference in
Vested vs.
Target Award
Michael Monahan

2012

425,003

225,033

650,036

—

$180,060

$180,060

-72%

2011

366,669

143,751

510,420

—

$150,313

$150,313

-71%
Leslie Abi-Karam

2012

425,003

225,033

650,036

—

$180,060

$180,060

-72%

2011

366,669

143,751

510,420

—

$150,313

$150,313

-71%
Vicki A. O’Meara

2012

218,333

137,497

355,830

—

$109,264

$109,264

-69%

2011

143,333

250,813

394,146

—

$179,712

$179,712

-54%
John E. O’Hara

2012

52,470

41,001

93,471

—

$ 30,310

$ 30,310

-68%
Murray D. Martin

2012

1,675,000

890,651

2,565,651

—

$713,630

$713,630

-72%

2011

1,779,172

593,744

2,372,916

—

$619,318

$619,318

-74%

Executive Compensation Tables and Related Narrative

⁽¹⁾

Amounts shown represent the aggregate target value of all stock option and stock awards that vested during 2012 and 2011. The target value for vested stock options and vested stock awards equals the grant date fair value of those awards. The target value for vested RSU awards is calculated by multiplying the number of RSUs by the closing price of the company’s common stock on the grant date.

⁽²⁾

~~Amounts shown equal the 2012 and 2011 amounts reported in the “Stock Awards Vested in Fiscal Year” column of the Vested Compensation Compared to Target Compensation table on page 67.~~

~~Executive Compensation Tables and Related Narrative~~

The following “Summary Compensation Table” shows all compensation earned by or paid ~~for~~to Messrs. Lautenbach, Monahan, ~~O’Hara~~Shearer, Goldstein, and ~~Martin, and Mmes. Abi-Karam and O’Meara~~Ms. Kohnstamm. The compensation shown below was paid for services performed during or with respect to ~~2012, 2011~~2014, 2013, and ~~2010 for services rendered to the company.~~2012. The “Summary Compensation Table” includes amounts earned and deferred during the periods covered under the Deferred Incentive Savings Plan.

The “Grants of Plan-Based Awards in ~~2012”~~2014” table on page 7159 provides additional information regarding grants made during ~~2012~~2014 to the NEOs.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary
($)

Bonus
($)⁽¹⁾

Stock
Awards
($)⁽²⁾

Option
Awards
($)⁽³⁾

Non-Equity
Incentive
Plan
Compensation
($)⁽⁴⁾

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)⁽⁵⁾

All Other
Compensation
($)^{(6), (7)}

Total ($)
Marc B. Lautenbach

President and Chief

2012

70,833

0

0

289,300

—

—

—

360,133
Executive Officer

Michael Monahan

2012

575,600

0

650,000

0

1,840,141

161,052

53,310

3,280,103
Executive Vice President

2011

558,000

0

325,000

325,000

1,135,294

264,368

28,788

2,636,450
and Chief Financial Officer

2010

540,000

0

300,000

300,000

1,018,160

252,487

24,295

2,434,942

Leslie Abi-Karam

Executive Vice President

2012

553,800

0

650,000

0

728,365

136,738

21,798

2,090,701
and President, Pitney

2011

544,016

0

325,000

325,000

1,122,907

328,795

27,360

2,673,078
Bowes Communications

2010

535,096

0

300,000

300,000

963,727

271,468

29,603

2,399,894
Solutions

Vicki A. O’Meara

Executive Vice President

2012

522,500

0

450,000

0

508,788

—

42,727

1,524,015
and President, Pitney

2011
⁽⁸⁾
512,500

0

225,000

225,000

787,010

—

34,587

1,784,097
Bowes Services

2010

500,000

50,000

262,500

162,500

395,500

—

14,775

1,385,275
Solutions

John E. O’Hara
Executive Vice President
and President, Pitney
Bowes Software Solutions

2012

450,000

0

750,000

0

217,533

—

70,680

1,488,213

Murray D. Martin

2012

996,667

0

2,625,000

0

2,589,500

1,430,430

144,284

7,785,881
Former Chairman, President

2011
⁽⁹⁾
975,000

0

1,187,500

1,187,500

4,463,160

1,354,880

62,758

9,230,798
and Chief Executive Officer

2010

950,000

0

1,187,500

1,187,500

4,420,600

508,288

80,446

8,334,334

The “Stock Awards” and “Total” columns in the Summary Compensation Table (SCT) appear greater than historical amounts because of the company’s decision in 2014 to make its long-term incentive (LTI) plan 100% equity based. Last February, the Committee replaced cash incentive units (CIUs), payable in cash, with performance stock units (PSUs), settled in common stock. The new structure consists of 70% PSUs and 30% performance-based restricted stock units. Stock awards are reported in the SCT when granted, while cash awards are reported in the SCT under “Non-Equity Incentive Compensation” when paid. This creates a “bunching effect” making it appear as though the 2014 Stock Award and Total Amounts has comparatively increased from prior years, while in fact it only reflects the disparate manner in which equity and cash is required to be reported. This effect will continue through 2016 when all outstanding CIUs will be fully paid. See discussion on “bunching” in “Cash Incentive Units” on page 45 for additional details.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)^(6),(7)	Total ($)
Marc B. Lautenbach	2014	891,667	—	4,420,297	—	1,519,965	—	134,431	6,966,360
President and Chief	2013	850,000	—	1,172,558	148,800	1,209,975	—	14,704	3,396,037
Executive Officer	2012	70,833	—	—	289,300	—	—	—	360,133
Michael Monahan⁽⁸⁾	2014	602,500	—	1,276,978	—	1,472,306	162,214	30,761	3,544,759
Executive Vice President	2013	578,400	—	381,082	554,560	1,481,678	199,451	42,940	3,238,111
and Chief Financial Officer	2012	575,600	—	582,644	—	1,840,141	161,052	26,164	3,185,601
Mark L. Shearer	2014	568,875	—	1,276,978	—	572,107	—	33,593	2,451,553
Executive Vice President
and President, Pitney Bowes
SMB Mailing Solutions
Abby F. Kohnstamm	2014	560,000	400,000	879,173	—	560,448	—	15,289	2,414,910
Executive Vice President	2013	303,333	400,000	379,947	—	264,768	—	200,240	1,548,288
and Chief Marketing Officer
Daniel J. Goldstein	2014	489,335	—	638,476	—	801,337	40,038	34,014	2,003,200
Executive Vice President	2013	477,400	—	190,546	—	726,152	—	55,282	1,449,380
and Chief Legal &
Compliance Officer


⁽¹⁾	On June ~~21, 2010,~~15, 2014, Ms. ~~O’Meara~~Kohnstamm was awarded ~~a $50,000 promotional~~the second half of her cash sign-on ~~cash~~ award in the amount of $400,000, in connection with her ~~appointment~~hiring as Executive Vice President ~~of Pitney Bowes Management Services.~~ and Chief Marketing Officer in 2013.

⁽²⁾	This column includes the value of stock awarded to NEOs during ~~2012, 2011~~2014, 2013 and ~~2010~~2012 based upon its grant date fair value, as determined ~~in accordance with the share-based payment accounting guidance~~ under ~~ASC 718. Performance-based~~SEC guidance. Performance stock units (PSUs) and performance-based RSUs ~~and MSUs~~ were granted to the NEOs in 2012. Mr. O’Hara’s stock award includes a $450,000 performance-based restricted stock unit award granted on April 9, 2012. This award has a three-year cliff vesting feature and vests in full on April 9, 2015 and remains subject to forfeiture during the vesting period.2014. Details regarding the grants of PSUs and performance-based RSUs ~~and MSUs~~ can be found in the “Grants of Plan-Based Awards in ~~2012”~~2014” table and details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at ~~2012~~2014 Fiscal Year-End” table. See page 47 in “Compensation Discussion and Analysis” for additional information on RSUs and PSUs. The value of PSUs shown represents the full value of the award based on a targeted number of shares multiplied by the Monte-Carlo value on the date of the award. If performance conditions allow for ~~MSUs~~PSUs granted in 2014 to reach the 200% maximum number of shares, ~~at vesting,~~ based on the Monte-Carlo simulated grant date value, the total value of stock awarded in ~~2012~~2014 inclusive of RSUs and PSUs would be ~~$975,000~~$7,570,296 for Mr. Lautenbach; $2,186,989 for Mr. Monahan; ~~$975,000~~$1,229,181 for Ms. ~~Abi-Karam; $675,000 for Ms. O’Meara; $900,000~~Kohnstamm; $2,186,989 for Mr. ~~O’Hara;~~Shearer; and ~~$3,937,500~~$1,093,469 for Mr. ~~Martin.~~ Goldstein. MSUs granted in 2012 were valued in February 2015 at a multiplier of 1.41. In 2014, CIUs, reported when paid, were replaced by PSUs, reported when awarded, under SEC guidance. This creates a “bunching” effect which makes it appear as though the LTI award value increased significantly in 2014, when in fact, it is only the disparate manner in which equity and cash is reported under SEC rules. The “bunching” effect resulted in the disclosure of additional 2014 compensation for Mr. Monahan in the amount of $910,012, and for Mr. Goldstein in the amount of $454,993, even though their long-term award values did not change.

EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE

⁽³⁾	This column includes the value of stock options awarded to ~~named executive officers~~NEOs during ~~2012, 2011~~2014, 2013 and ~~2010~~2012 based upon its grant date fair value, as determined in accordance with ~~the share-based payment accounting guidance under ASC 718.~~SEC guidance. Stock options awarded to Mr. Lautenbach in 2013 and 2012, and Mr. Monahan in 2013, are premium-priced options. Details regarding outstanding stock option awards can be found in the “Outstanding Equity Awards at ~~2012~~2014 Fiscal Year-End” table.

⁽⁴⁾	When considering all elements of the table above, the majority of compensation for the ~~named executive officers~~NEOs is at-risk and is earned based on company and executive performance against pre-determined financial ~~and strategic~~ objectives. This column includes annual incentive compensation earned in 2014, 2013 and 2012, and CIU payouts ~~that vested at~~earned over the ~~end of 2012, 2011~~following award cycles: 2010-2012, 2011-2013 and ~~2010 for multi-year performance and for~~2012-2014. For Mr. Monahan, this also includes a payout in 2012 of his performance award made in 2010 ~~performance award.~~in connection with achievement of annualized benefits from Strategic Transformation and a 2011 IRC 162(m) objective. As a result of being hired in December 2012, Mr. Lautenbach ~~did~~was not ~~receive an~~eligible for a 2012 annual incentive ~~award for 2012.~~award. The ~~2012~~2014 annual incentive and CIU award payout amounts in this column are as follows: for Mr. Lautenbach, annual incentive of $1,519,965; for Mr. Monahan, annual incentive of ~~$296,141,~~$607,806, CIU of ~~$444,000, and 2010 performance award of $1,100,000 in connection with achievement of annualized benefits from Strategic Transformation and a 2011 IRC 162(m) objective of $322,619,000;~~$864,500; for ~~Ms. Abi-Karam,~~Mr. Shearer, annual incentive of ~~$284,365, CIU of $444,000;~~$572,107; for Ms. ~~O’Meara,~~Kohnstamm, annual incentive of ~~$268,288, CIU of $240,500;~~$560,448; for Mr. ~~O’Hara,~~

~~EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE~~


	Goldstein, annual incentive of ~~$172,800,~~$369,087, CIU of ~~$44,733; for Mr. Martin, annual incentive of $832,000 and CIU of $1,757,500.~~$432,250. The ~~2012~~2014 amounts in this column include payments that were deferred at the election of the ~~named executive officers~~NEOs under the terms of the Pitney Bowes Deferred Incentive Savings Plan, as follows: annual incentive deferral by Mr. ~~Monahan~~Lautenbach of 5% equal to $75,998; CIU award payout deferral of $25,000 ~~and~~by Mr. Monahan; annual incentive deferral by ~~Ms. Abi-Karam~~Mr. Shearer of ~~$20,000.~~ 5% equal to $28,605; annual incentive deferral of $50,000 and a CIU award payout deferral of $50,000 by Mr. Goldstein.

⁽⁵⁾	This column shows the change in the actuarial present value of the accumulated pension benefit applicable to all eligible employees during ~~2012, 2011~~2014, 2013 and ~~2010.~~2012. Mr. Lautenbach, Mr. Shearer, and Ms. ~~O’Meara and Mr. O’Hara~~Kohnstamm do not participate in the qualified Pension Plan or the Pension Restoration Plan. Mr. Goldstein’s pension benefit decreased in 2013 compared to year-end 2012 as a result of the impact of rising interest rates on his frozen pension benefit when he terminated employment in August 2008 resulting in a negative value of ($28,201), which is excluded from the sum total in accordance with SEC standards. Mr. Goldstein was not eligible to rejoin the pension plan when he was rehired in October 2010. The Pension Plan is a broad-based plan in which all employees hired prior to 2005, with certain exceptions, participate. The Pension Plan and Pension Restoration Plan were frozen to all participants on December 31, 2014.

⁽⁶⁾	Amounts shown for ~~2012~~2014 include all other compensation received by the NEOs that is not reported elsewhere. For ~~2012,~~2014, this includes the following: for Mr. ~~Monahan,~~Lautenbach, the company’s actual cost for financial counseling, group term life insurance premium for coverage provided by the company ~~company match to Pitney Bowes 401(k) Plan made~~ in ~~2012 and 2011 company contribution~~excess of $36,306 to Pitney Bowes 401(k) Restoration Plan credited in 2012; for Ms. Abi-Karam, company’s actual cost for spousal travel, financial counseling, group term life insurance provided by the company and company match to Pitney Bowes 401(k) Plan made in 2012; for Ms. O’Meara, company’s actual cost for spousal travel, financial counseling, group term life insurance provided by the company, company match to Pitney Bowes 401(k) Plan made in 2012, 2011 2% core contribution to Pitney Bowes 401(k) Plan credited in 2012 and 2011$50,000, company match and 2% core contribution to the Pitney Bowes 401(k) Plan, and company match of $73,666 and 2% core contribution of $36,833 to the Pitney Bowes 401(k) Restoration Plan ~~credited~~earned in ~~2012;~~2014; for Mr. ~~O’Hara,~~Monahan, the company’s actual cost for spousal travel, relocation cost of $44,000, group term life insurance provided by the company, company match to Pitney Bowes 401(k) Plan made in 2012, 2011 2% core contribution to Pitney Bowes 401(k) Plan credited in 2012 and 2011 company contribution to Pitney Bowes 401(k) Restoration Plan credited in 2012; and for Mr. Martin, company’s actual cost for spousal travel, financial counseling, group term life insurance premium for coverage provided by the company ~~executive physical,~~in excess of $50,000, company match to the Pitney Bowes 401(k) Plan, ~~made in 2012~~ and ~~2011~~ company ~~contribution of $111,394~~match to the Pitney Bowes 401(k) Restoration Plan ~~credited~~earned in ~~2012.~~2014; for Mr. Shearer, the company’s actual cost for financial counseling, group term life insurance premium for coverage provided by the company in excess of $50,000, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Ms. Kohnstamm, group term life insurance premium for coverage provided by the company in excess of $50,000, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Mr. Goldstein, group term life insurance premium for coverage provided by the company in excess of $50,000, company match and 2% core contribution to the Pitney Bowes 401(k) Plan, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan earned in 2014. As a result of being hired in December 2012, Mr. Lautenbach did not have any other compensation reportable in this column for 2012.

⁽⁷⁾	For ~~Ms. O’Meara, 2010~~Mr. Monahan, the 2012 amount is amended to ~~include a previously unreported $6,543 2% core contribution~~reflect company match to ~~Pitney Bowes~~the 401(k) Restoration ~~Plan.~~ Plan during the year earned rather than the year credited.
⁽⁸⁾	~~The increase in total compensation for Ms. O’Meara from 2010 to 2011 was primarily due to this being her first CIU payout with Pitney Bowes.~~
⁽⁹⁾⁽⁸⁾	~~94% of the increase in total compensation for~~ Mr. ~~Martin from 2010 to 2011~~Monahan was ~~primarily due~~appointed to the ~~change in pension value under the terms~~newly created position of ~~the Pitney Bowes Pension Plans.~~ Chief Operating Officer, effective February 9, 2015. He will continue his role as Chief Financial Officer, and his new title is Executive Vice President, Chief Operating Officer and Chief Financial Officer. The Summary Compensation Table reflects compensation paid to Mr. Monahan as Chief Financial Officer.

~~EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE~~

GRANTS OF PLAN-BASED AWARDS IN ~~2012~~

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

Name

Grant
Date

Threshold
($)

Target
($)

Maximum⁽¹⁾($)

Threshold
(#)

Target
(#)

Maximum
(#)

Marc B. Lautenbach

(Premium-priced

Stock Options)⁽²⁾

12/3/2012

100,000

13.386

63,300

(Premium-priced

Stock Options)⁽³⁾

12/3/2012

200,000

15.132

101,800

(Premium-priced

Stock Options)⁽⁴⁾

12/3/2012

300,000

16.878

124,200

Michael Monahan

(Annual Incentive)⁽⁵⁾

34,704

462,720

4,000,000

(CIU)⁽⁶⁾

16,088

650,000

8,000,000

(Performance-

based MSUs)⁽⁷⁾

2/13/2012

9,073

18,146

36,292

325,000

(Performance-

based RSUs)⁽⁸⁾

2/13/2012

17,587

325,000

Leslie Abi-Karam

(Annual Incentive)⁽⁵⁾

33,324

444,320

4,000,000

(CIU)⁽⁶⁾

16,088

650,000

8,000,000

(Performance-

based MSUs)⁽⁷⁾

2/13/2012

9,073

18,146

36,292

325,000

(Performance-

based RSUs)⁽⁸⁾

2/13/2012

17,587

325,000

Vicki A. O’Meara

(Annual Incentive)⁽⁵⁾

31,440

419,200

4,000,000

(CIU)⁽⁶⁾

11,138

450,000

8,000,000

(Performance-

based MSUs)⁽⁷⁾

2/13/2012

6,282

12,563

25,126

225,000

(Performance-

based RSUs)⁽⁸⁾

2/13/2012

12,175

225,000

John E. O’Hara

(Annual Incentive)⁽⁵⁾

20,250

270,000

4,000,000

(CIU)⁽⁶⁾

7,425

300,000

8,000,000

(Performance-

based MSUs)⁽⁷⁾

2/13/2012

4,188

8,375

16,750

150,000

(Performance-

based RSUs)⁽⁸⁾

2/13/2012

8,117

150,000

(Performance-

based RSUs)⁽⁹⁾

4/9/2012

26,148

450,000

Murray D. Martin

(Annual Incentive)⁽⁵⁾

97,500

1,300,000

4,000,000

(CIU)⁽⁶⁾

64,969

2,625,000

8,000,000

(Performance-

based MSUs)⁽⁷⁾

2/13/2012

36,642

73,283

146,566

1,312,500

(Performance-

based RSUs)⁽⁸⁾

2/13/2012

71,023

1,312,500

2014

The Grants of Plan-Based awards table captures the potential threshold, target and maximum award payouts for annual incentive, performance stock units, and performance-based RSUs.

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1.

The annual meeting of stockholders of Pitney Bowes Inc. will be held on Monday, May 13, 2013, at 9:00 a.m. at the company’s World Headquarters, 1 Elmcroft Road, Stamford, Connecticut 06926-0700. Directions to Pitney Bowes’ World Headquarters appear on the back cover page of the proxy statement.

~~Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 13, 2013:~~

~~Pitney Bowes’ 2013 Proxy Statement and Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2012, are available atwww.proxyvote.com~~.

~~The items of business at the annual meeting are:~~

1.	Election of 10 ~~Directors~~directors named in the proxy statement.

2.		Ratification of the Audit Committee’s Appointment of the Independent Accountants for ~~2013.~~	2015.

3.		Advisory Vote to Approve Executive Compensation.


	4.	~~Approval of the 2013 Stock Plan.~~

	5.	~~Such other matters as may properly come before the meeting, including any continuation of the meeting caused by any adjournment or postponement of the meeting.~~

	~~March 15, 2013 is the record date for the meeting.~~

	~~This proxy statement and accompanying proxy card are first being distributed or made available via the Internet beginning on or about March 25, 2013.~~

	~~Amy C. Corn~~ ~~Corporate Secretary~~

	NOTICE: Your vote is important. Brokers arenot permitted to vote on our proposals regarding the election of directors, executive compensation and ~~certain~~ other matters to be considered at the meeting (except on ratification of the Audit Committee’s appointment of the Independent Accountants for 2015) without instructions from the beneficial owner. ~~Your vote is important.~~ Therefore, if your shares are held through a broker, please instruct your broker, bank or other nominee on how to vote your shares. For your vote to be counted with respect to proposals 1 3 or 4,3, you will need to communicate your voting decisions to your broker, bank, financial institution or other ~~nominee before the date of the stockholders meeting.~~nominee.

		Page
	~~Page~~
Proxy Summary	5
~~Proxy Summary~~	5
Annual Meeting Information	10
~~Proxy Statement~~	12
The Annual Meeting and Voting	12 10
Annual Meeting Admission	12 10
Who is entitled to vote?	12 10
How do I vote?	12 10
May I revoke my proxy or change my vote?	12 10
What constitutes a quorum?	12 10
What vote is required for a proposal to pass?	10
How are votes counted?	12 11
How do Dividend Reinvestment Plan participants or employees with shares in the 401(k) plans vote by proxy?	13 11
Who will count the votes?	13 11
Want more copies of the proxy statement? Getting too many copies?	13 11
Want Electronic Delivery of the Annual Report and Proxy ~~Statement~~Statement?	13 11
Stockholder Proposals and Other Business for the ~~2014~~2016 Annual Meeting	13 12

Corporate Governance	1412
Board of Directors	14 13
Leadership Structure	14 13
Management Succession Planning	13
Board Composition and Succession Planning	13
Role of the Board of Directors in Risk Oversight	14 13
Director Independence	15 14
Communications with the Board of Directors	15 14
Board Committees and Meeting Attendance	15 14
Audit Committee	16 15
Executive Committee	16 15
Executive Compensation Committee	16 15
Finance Committee	17 16
Governance Committee	17 16
Directors’ Compensation	17 16
~~Directors’ Fees~~	17
~~Role of Governance Committee in Determining Director Compensation~~	18
~~Directors’ Stock Plan~~	18
~~Directors’ Deferred Incentive Savings Plan~~	18
~~Directors’ Retirement Plan~~	18
~~Director Compensation for 2012 Table~~	19
Relationships and Related-Person Transactions	20
Compensation Committee Interlocks and Insider Participation	20
Security Ownership of Directors and Executive Officers ~~Table~~	21
Beneficial Ownership	22
Section 16(a) Beneficial Ownership Reporting Compliance	22

Proposal 1: Election of Directors	23
Director Qualifications	23
Nominees for Election	24
Vote ~~Required~~Required; Recommendation of the Board of Directors	24
Nominees ~~for Terms Expiring at the 2014 Annual Meeting~~	25 24

	Page
	~~Page~~

Report of the Audit Committee	2827

Proposal 2: Ratification of the Audit Committee’s Appointment of the Independent Accountants for ~~2013~~2015	2928
Principal Accountant Fees and Services	29 28
Vote ~~Required~~Required; Recommendation of the Board of Directors	29 28

Proposal 3: Advisory Vote to Approve Executive Compensation	3029
Vote ~~Required~~Required; Recommendation of the Board of Directors	32 31

~~Proposal 4: Approval of the Pitney Bowes Inc. 2013 Stock Plan~~	32
~~Vote Required~~	39

Equity Compensation Plan Information	3931

Report of the Executive Compensation Committee	3931

Compensation Discussion and Analysis	4032

Executive Compensation Tables and Related Narrative	6957

Additional Information	8471
Solicitation of Proxies	84 71
Other Matters	84 71

~~Annex A~~	~~A-1~~

~~Directions to Pitney Bowes~~	~~back cover~~


Summary Information about our Director Nominees

Director Nominee		Age	Director Since	Occupation	Independent**		Committees	Other Public Boards

Linda G. Alvarado		61	1992	President and	X	●	Finance	3M Company
				CEO, Alvarado		●	Governance
				Construction, Inc.

Anne M. Busquet		63	2007	Principal, AMB	X	●	Finance	Meetic S.A.
				Advisors, LLC		●	Governance

Roger Fradin		59	2012	President and	X	●	Audit	MSC Industrial
				CEO, Honeywell		●	Finance	Direct Co., Inc.
				Automation and
				Control Solutions,
				Honeywell
				International, Inc.

Anne Sutherland		65	2005	Consultant to	X	●	Audit	Gartner, Inc.
Fuchs				private equity firms		●	Executive
						●	Compensation

S. Douglas		57	2012	CEO, Leap Wireless	X	●	Audit	Leap Wireless
Hutcheson				International, Inc.		●	Finance	International, Inc.

Marc B. Lautenbach		51	2012	President and CEO,		●	Executive	—
				Pitney Bowes Inc.

Eduardo R. Menascé		67	2001	Retired President,	X	●	Executive	John Wiley & Sons
				Enterprise Solutions		●	Executive	Inc., Hill-Rom
				Group, Verizon		●	Compensation***	Holdings, Inc.,
				Communications Inc.		●	Governance	Hillenbrand, Inc.

Michael I. Roth*		67	1995	Chairman and CEO,	X	●	Audit	Ryman Hospitality
				The Interpublic		●	Executive***	Properties Inc., The
				Group of		●	Finance***	Interpublic Group of
				Companies, Inc.				Companies, Inc.

David L. Shedlarz		64	2001	Retired Vice	X	●	Audit***	Teachers Insurance
				Chairman, Pfizer Inc.		●	Executive	and Annuity
						●	Finance	Association, The
								Hershey Company

David B. Snow, Jr.		58	2006	Former Chairman	X	●	Executive	—
				and CEO, Medco		●	Executive
				Health Solutions, Inc.		●	Compensation
						●	Governance***

*	Non-Executive Chairman, Pitney Bowes Inc.
**	In accordance with the New York Stock Exchange listing standards and the standards of independence, which are set forth in the Governance Principles of the Board of Directors available on our website atwww.pb.com under the caption “Our Company – Leadership & Governance.”
***	Committee Chair

Vote Required (Majority Vote)

In accordance with our By-laws, in an uncontested election, a majority of the votes cast is required for the election of directors. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote. The board of directors’ Governance Principles provide that any nominee for director in this election who fails to receive a majority of votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the board of directors the action to be taken with respect to any offer of resignation. The board of directors will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

The board of directors recommends a vote FOR the election of the director candidates nominated by theboard.

	•	Implementation of a new LTI design mix for 2014 awards, making 100% of the long-term awards stock based, with an allocation of 70% Performance Stock Units (PSUs) and 30% Restricted Stock Units (RSUs);

	•	Roll out of a new executive stock ownership policy to: (i) include more senior executives, and (ii) restrict the shares that will count toward the stock holding requirement to only vested shares; and

	•	Institution of a deferral program to facilitate a quicker path to executive stock ownership.

	•	Increase in the weighting of financial objectives to 100% for the annual incentive program;

	•	Reduction in duplicative metrics across award types;

	•	Enhancement of disclosure of performance targets;

	•	Revision of our peer group in light of the company’s evolving strategic direction with increased emphasis in software and technology;

	•	Reduction of severance benefits payable on account of a Change in Control from three to two times annual salary and average annual incentive; and

	•	Elimination of the excise tax gross-up.

	•	Base salary increased to $900,000 (from $850,000 in 2013) to bring Mr. Lautenbach closer to the market⁽¹⁾and the peer group median;

	•	Annual incentive target increased to 135% (from 130% in 2013), moving Mr. Lautenbach’s total target cash compensation closer to the market⁽¹⁾and peer group median, resulting in a payout of $1,519,965 (after applying the Committee-approved 2014 annual incentive multiplier (see pages 43 to 45 for details);

	•	Long-term incentive target increased to $4,500,000 (from $4,000,000 in 2013) moving Mr. Lautenbach’s total target direct compensation closer to the market⁽¹⁾and peer group median, with the February 2014 grant consisting of 70% PSUs and 30% RSUs.

	•
	•	you may grant your proxy on-line via the Internet by accessing the following website and following the instructions provided:www.proxyvote.com;
	•	you may grant your proxy by telephone (1-800-690-6903); or
	•	if you received your annual meeting material by mail, you also may choose to grant your proxy by completing and mailing the proxy card.

	•
	•	you may send in a revised proxy dated later than the first proxy;
	•	you may vote in person at the meeting; or
	•	you may notify the corporate secretary in writing prior to the meeting that you have revoked your proxy.

	•
	•	a Notice of Internet Availability of Proxy Materials or a full set of printed materials, including the proxy statement, annual report and proxy card; or
	•	an email with instructions for how to view the annual meeting materials and vote online.

	•
~~Key Corporate Governance Practices Enhancing the Board’s Independent Leadership,~~ ~~Accountability and Oversight~~

	•	Separate Chairman and ~~CEO.~~CEO. Our Governance Principles include well-defined responsibilities, qualifications and selection criteria with respect to the Chairman role. ~~Effective December 3, 2012, the~~The board has appointed Michael I. Roth, an independent director, as Non-Executive Chairman.
	•
	•	Independent ~~Committees.~~Committees. The board of directors determined that all board committees, other than the Executive Committee, should consist entirely of independent directors.
	•
	•	Executive ~~Sessions.~~Sessions. At each regular board meeting, our independent directors meet without the CEO or other members of management present to discuss issues, including matters concerning management. ~~Our~~The Non-Executive Chairman presides ~~over~~at these executive sessions.
	•
	•	Majority Voting in Director ~~Elections.~~Elections. Our By-Laws provide that in uncontested elections, director nominees must be elected by a majority of the votes cast.
	•
	•	Annual Election of ~~Directors.~~Directors. Our By-Laws provide that our stockholders elect all directors annually.
	•
	•	Stock Holding ~~Requirements.~~Requirements~~Under~~. Each director is required to achieve a minimum share ownership with a market value equal to five times the ~~Directors’ Stock plan, restricted stock awards may not~~annual base cash retainer for Board service. The minimum ownership requirement must be ~~transferred or alienated, subject to limited exceptions, until~~achieved within the ~~later of (i) termination~~first five years of service ~~as a director, or, if earlier,~~on the ~~date of a change of control (as defined in the Directors’ Stock Plan), and (ii) the expiration of the six-month period following the grant of such shares.~~	board.
	•
	•	No Hedging or ~~Pledging.~~Pledging. Directors may not pledge or transfer for value Pitney Bowes securities, engage in short-term speculative (“in and out”) trading in Pitney Bowes securities, or participate in hedging and other derivative transactions, including short sales, “put” or “call” options, swaps, collars or similar derivative transactions, with respect to Pitney Bowes securities.

(i)
~~(i)~~	Customer, vendor or employee complaints or concerns are investigated by management and copies are forwarded to the Chairman;

(ii)	If any complaints or similar communications regarding accounting, internal accounting controls or auditing matters are received, they will be forwarded by the corporate secretary to the General Auditor and ~~to the~~


	to the Audit Committee chair for review and copies will be forwarded to the Chairman. Any such matter will be investigated in accordance with the procedures established by the Audit Committee; and

(iii)	Other communications raising matters that require investigation will be shared with appropriate members of management in order to permit the gathering of information relevant to the directors’ review, and will be forwarded to the director or directors to whom the communication was addressed.

Name		Audit	Executive	Executive Compensation	Finance	Governance

	Linda G. Alvarado				X	X
	Anne M. Busquet			X		X
	Roger Fradin	X			X
	Anne Sutherland Fuchs	X		X
	S. Douglas Hutcheson	X			X
	Marc B. Lautenbach		X
	Eduardo R. Menascé		X	Chair		X
	Michael I. Roth	X	Chair		Chair
	David L. Shedlarz	Chair	X		X
	David B. Snow, Jr.		X	X		Chair
	Number of meetings in 2014	6	0	6	5	3

	•	Cash component paid as an annual retainer rather than as a combination of a retainer and meeting attendance fees
~~Directors’ Stock Plan~~	•	Leadership premiums paid to Committee Chairmen rather than as a higher meeting attendance fee
	•	Increase in leadership premium for Chairman of the Board
	•	Annual equity grant in the form of restricted stock units, the number of which is calculated by dividing $100,000 by the fair market value of a share of the company’s common stock as of the award date
	•	The stock ownership requirement, to be attained over a five-year period, is the number of shares having a market value of five times the annual cash retainer, or $375,000


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)

Rodney C. Adkins	101,000	31,933	0	0	132,933
Linda G. Alvarado	92,000	31,933	26,678	0	150,611
Anne M. Busquet	95,000	31,933	0	5,000	131,933
Roger Fradin	88,083	43,360	0	5,000	136,443
Anne Sutherland Fuchs	105,500	31,933	0	5,000	142,433
S. Douglas Hutcheson	49,000	26,355	0	0	75,355
James H. Keyes	104,833	31,933	0	5,000	141,766
Eduardo R. Menascé	113,000	31,933	0	0	144,933
Michael I. Roth	122,167	31,933	0	5,000	159,100
David L. Shedlarz	102,500	31,933	0	5,000	139,433
David B. Snow, Jr.	105,500	31,933	0	0	137,433
Robert E. Weissman	102,500	31,933	0	0	134,433

			Change in
			Pension Value
			and Nonqualified
	Fees Earned or	Stock	Deferred	All Other
	Paid in Cash	Awards	Compensation	Compensation
Name	($)⁽¹⁾	($)⁽²⁾	Earnings ($)⁽³⁾	($)⁽⁴⁾⁽⁵⁾	Total ($)
Linda G. Alvarado	91,500	100,000	32,780	7,147	231,427
Anne M. Busquet	92,437	100,000	0	7,147	199,584
Roger Fradin	90,375	100,000	0	7,147	197,522
Anne Sutherland Fuchs	95,812	100,000	0	7,147	202,959
S. Douglas Hutcheson	93,375	100,000	0	2,147	195,522
Eduardo R. Menascé	102,000	100,000	0	2,147	204,147
Michael I. Roth	184,750	100,000	0	7,147	291,897
David L. Shedlarz	106,875	100,000	0	7,147	214,022
David B. Snow, Jr.	101,063	100,000	0	2,147	203,210


⁽¹⁾	~~Each~~Prior to May 12, 2014 each non-employee director ~~receives~~received an annual retainer of $65,000 ($16,250 per quarter) and a meeting fee of $1,500 for each board and committee meeting attended. Committee chairs (except for the Audit Committee chair) ~~receive~~received an additional $1,500 for each committee meeting that they ~~chair,~~chaired and the Audit Committee chair ~~receives~~received an additional $2,000 for each Audit Committee meeting chaired. ~~In 2012, the Lead Director received an additional annual retainer of $10,000.~~ Effective January 1, 2013, the Non-Executive Chairman ~~receives~~received an additional annual retainer of $50,000.
⁽²⁾	On
	Effective May ~~14, 2012,~~12, 2014, each non-employee director ~~then serving received~~receives an ~~award~~annual retainer of ~~2,200 shares~~$75,000 ($18,750 per quarter). Each committee member receives the following annual retainer: $12,000 for Audit, $10,500 for Executive Compensation and $9,000 each for Finance and Governance. The committee chairmen receive an additional retainer of equal amounts for their respective committees.

⁽²⁾	Represents the grant date fair value of 3,816 restricted stock units granted on May 12, 2014. The number of restricted ~~stock. The fair market value of~~stock units was derived by dividing $100,000 by $26.21, the ~~restricted share awards was calculated using the average of the high and low stock~~closing price ~~$14.82 and $14.21, respectively, as reported~~on May 12, 2014 on the New York Stock Exchange on May 14, 2012, the date of grant. The closing price on May 14, 2012 on the New York Stock Exchange was $14.24. In connection with his election to the board, Mr. Fradin received an award of 597 shares ofExchange. Neither restricted stock on February 1, 2012. The fair market value of the restricted share award was calculated using the average of the high and low price, $19.26 and $19.02, respectively, as reported on the New York Stock Exchange on February 1, 2012. The closing price on February 1, 2012 on the New York Stock Exchange was $19.16. In connection with his election to the board on July 9, 2012, Mr. Hutcheson received an award of 1,856 shares of restricted stock. The fair value of the restricted share award was calculated using the average of the high and low price, $14.54 and $13.86, respectively, as reported on the New York Stock Exchange on July 9, 2012, the date of the grant. The closing price on July 9, 2012 on the New York Stock Exchange was $14.25. The grant date fair market value of the restrictednor stock awards was computed in accordance with the share-based payment accounting guidance under ASC718. The aggregate number of shares of restricted stock held by each director as of December 31, 2012 is as follows: Mr. Adkins – 12,543 shares; Ms. Alvarado – 31,200 shares; Ms. Busquet – 12,122 shares; Mr. Fradin –2,797 shares; Ms. Fuchs – 15,563 shares; Mr. Hutcheson – 1,856 shares; Mr. Keyes – 26,200 shares; Mr. Menascé – 21,192 shares; Mr. Roth – 28,000 shares; Mr. Shedlarz – 21,192 shares; Mr. Snow – 14,600 shares; and Mr. Weissman – 21,192 shares. Stock options were ~~not~~ awarded to non-employee directors during 2012. Stock options formerly were available to non-employee directors as an investment choice under the Directors’ Deferred Incentive Savings Plan. Cash fees deferred with respect to plan years prior to 2004 could be invested in options to purchase common stock of the company. The aggregate number of stock options held by each director as of December 31, 2012 is as follows: Mr. Weissman – 1,789. 2014.

⁽³⁾	Ms. Alvarado is the only non-employee director who served on the board of directors during ~~2012~~2014 eligible to receive payments from the ~~suspended~~discontinued Directors’ Retirement Plan. Ms. Alvarado is eligible to receive payments upon her retirement from the board of directors.

⁽⁴⁾	Mmes. Alvarado, Busquet, and Fuchs, and Messrs. Fradin, ~~Keyes,~~ Roth and Shedlarz utilized the Pitney Bowes Non-Employee Director Matching Gift Program during ~~2012.~~2014. The company matches individual contributions by non-employee directors, dollar for dollar to a maximum of $5,000 per board member per calendar year.

⁽⁵⁾	During 2014, dividend equivalents were paid quarterly in cash to non-employee directors with respect to the award of the 3,816 restricted stock units and in the same amount as dividends paid with respect to the common stock (June, September and December) representing a total of $2,147 per non-employee director.


1.	Any transaction with another company with which a related person’s only relationship is as an employee

		or beneficial owner of less than ten percent of that company’s shares, if the aggregate amount invested does not exceed the greater of $1 million or two percent of that company’s consolidated gross revenues;

2.	2.	A relationship with a firm, corporation or other entity that engages in a transaction with Pitney Bowes where the related person’s interest in the transaction arises only from his or her position as a director or limited partner of the other entity that is party to the transaction;


3.	Any charitable contribution by Pitney Bowes to a charitable organization where a related person is an officer, director or trustee, if the aggregate amount involved does not exceed the greater of $1 million or two percent of the charitable organization’s consolidated gross revenues;


4.	Any transaction involving a related person where the rates or charges involved are determined by competitive bids; and


5.	Any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.


Title of Class of Stock	Name of Beneficial Owner	Shares Deemed to be Beneficially Owned^(1)(2)(3)(4)	Options Exercisable Within 60 Days⁽⁵⁾	% of Class

Common	Rodney C. Adkins	12,768	0	*
Common	Linda G. Alvarado	35,228	0	*
Common	Anne M. Busquet	13,682	0	*
Common	Roger Fradin	7,797	0	*
Common	Anne Sutherland Fuchs	16,563	0	*
Common	S. Douglas Hutcheson	2,056	0	*
Common	James H. Keyes	28,302	0	*
Common	Eduardo R. Menascé	21,892	0	*
Common	Michael I. Roth	36,723	0	*
Common	David L. Shedlarz	23,692	0	*
Common	David B. Snow, Jr.	15,600	0	*
Common	Robert E. Weissman	33,429	1,789	*
Common	Marc B. Lautenbach	0	0	*
Common	Murray D. Martin	2,708,973	2,447,574	1.33	%
Common	Michael Monahan	575,847	519,319	*
Common	Leslie Abi-Karam	547,351	513,319	*
Common	Vicki A. O’Meara	227,448	204,556	*
Common	John E. O’Hara	394,865	354,621	*
Common	All executive officers and directors as a group (22)	5,227,026	4,507,505	2.54	%


*	Less than 1% of Pitney Bowes Inc. common stock.
	⁽¹⁾	These shares represent common stock beneficially owned as of March 1, ~~2013~~2015 and shares for which such person has the right to acquire beneficial ownership within 60 days thereafter. To our knowledge, none of these shares are pledged as security. There were ~~201,353,179~~201,622,583 shares of our ~~shares~~common stock outstanding as of March 1, ~~2013.~~ 2015. No director or executive officer owns shares of $2.12 convertible preference stock.
	⁽²⁾	Other than with respect to ownership by family members, the reporting persons have sole voting and investment power with respect to the shares listed.
	⁽³⁾	Includes shares that are held indirectly through the Pitney Bowes 401(k) ~~Plan and its related excess plan.~~ Plan.
	⁽⁴⁾	~~Includes, with respect to Mr. Martin, 7,360 shares held in a grantor retained annuity trust.~~
⁽⁵⁾	The director or executive officer has the right to acquire beneficial ownership of this number of shares within 60 days of March 1, ~~2013~~2015 by exercising outstanding stock options. Amounts in this column are also included in the column ~~titled~~ “Shares Deemed to be Beneficially Owned.”


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common		Percent of Common⁽¹⁾
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111	27,405,915	⁽²⁾	13.7	%

BlackRock, Inc.
40 East 52nd Street	21,084,229	⁽³⁾	10.5	%
New York, NY 10022

The Vanguard Group, Inc.
100 Vanguard Blvd.	11,694,440	⁽⁴⁾	5.8	%
Malvern, PA 19355

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock	Percent of Common Stock⁽¹⁾

Iridian Asset Management LLC David L. Cohen, Harold J. Levy 276 Post Road West Westport, CT 06880-4704	20,786,152⁽²⁾	10.3%

The Vanguard Group, Inc. 100 Vanguard Blvd Malvern, PA 19355	20,103,581⁽³⁾	10.0%

BlackRock, Inc. 55 East 52nd Street New York, NY 10022	13,545,767⁽⁴⁾	6.7%

⁽¹⁾	There were ~~200,884,047~~201,622,583 shares of our ~~shares~~common stock outstanding as of ~~December 31, 2012.~~ March 1, 2015.
⁽²⁾	As of ~~December 31, 2012, State Street Corporation~~February 28, 2015, Iridian Asset Management LLC, David L. Cohen and Harold J. Levy disclosed shared investment power and shared voting power with respect to 27,405,915 shares. SSgA Funds Management, Inc., an investment advisor subsidiary of State Street Corporation, disclosed shared voting power and shared investment power of 20,169,749 shares. The foregoing information is based on a Schedule 13G filed with the SEC on February 12, 2013.
⁽³⁾	~~As of December 31, 2012, BlackRock, Inc. disclosed sole investment power and sole voting power with respect to 21,084,229~~20,786,152 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on ~~January 11, 2013.~~ March 4, 2015.
⁽⁴⁾⁽³⁾	As of ~~December~~January 31, ~~2012,~~2015, The Vanguard Group, Inc.~~, an investment advisor,~~ disclosed sole investment power with respect to ~~11,359,109~~19,831,563 shares, shared investment power with respect to ~~335,331~~272,018 shares and sole voting power with respect to ~~327,731~~289,518 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on February ~~11, 2013.~~

10, 2015.
~~Section 16(a) Beneficial Ownership Reporting Compliance~~⁽⁴⁾	As of December 31, 2014, BlackRock, Inc. disclosed sole investment power with respect to 13,545,767 shares and sole voting power with respect to 12,280,499 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on February 9, 2015.

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	●	~~Significant international~~International experience and experience with emerging marketsto evaluate our global operations.
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	●	Software and technology acumen, coupled with in-depth understanding of our business and markets, to provide counsel and oversight with regard to our strategy.
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	●	~~Significant operating~~Operating experience, providing specific insight into developing, implementing and assessing our operating plan and business strategy.
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	●	Human resources experience, including executive compensation experienceto help us attract, motivate and retain world-class talent.
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	●	Corporate governance experienceat publicly traded companies to support the goals of greater transparency, accountability for management and the board, and protection of stockholder interests.
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	●	Understanding of customer communications and marketing channelsto support our client focus and customer communications and marketing strategy.
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	●	Turnaround experienceto help us assess opportunities to reposition certain of our businesses.
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	●	Leadershipto motivate others and identify and develop leadership qualities in others.


		Linda G. Alvarado,~~, 61,~~63, president and chief executive officer of Alvarado Construction, Inc., a ~~Denver-based~~ commercial general contractor, design/build, construction management and development firm. Alvarado Construction has successfully developed and constructed numerous multi-million dollar commercial, government, transportation, office, communications, energy, retail, heavy engineering, utility, and technology projects throughoutcompany in the United States and ~~Latin America.~~internationally, since 1978. Ms. Alvarado is also co-owner of the Colorado Rockies Major League Baseball Club and President of Palo Alto, Inc. which owns and operates YUM! Brands restaurants in multiple states. Pitney Bowes director since 1992. (Also a director of 3M Company. Formerly a director of Lennox International Inc., The Pepsi Bottling Group Inc. and Qwest Communications International Inc.) As a principal of several diverse businesses, Ms. Alvarado brings to the board of directors her significant operational experience, as well as an understanding of marketing, finance and human resources issues. Her experience as a member of other public company boards of directors contributes to her understanding of global public company issues, including those relating to international markets and government affairs.

		Anne M. Busquet,~~, 63,~~65, principal of AMB Advisors, LLC, an independent consulting ~~firm;~~firm, since 2006; former chief executive officer, IAC Local & Media Services, a division of IAC/Interactive Corp., an Internet commerce conglomerate, 2004 – 2006. Pitney Bowes director since 2007. (Also a director of ~~Meetic S.A.~~Medical Transcription Billing Corp. and InterContinental Hotels Group PLC. Formerly a director of Meetic S.A. and Blyth, Inc.) Ms. Busquet has experience as a senior public company executive, including as American Express Company Division President, leading global interactive services initiatives. As former chief executive officer of the Local and Media Services unit of InterActiveCorp, she has experience in electronic media, communications and marketing. In addition, Ms. Busquet brings to the board of directors her substantial operational experience, including in international markets, marketing channels, emerging technologies and services, and product development.


		Anne Sutherland Fuchs,~~65,~~67, consultant to private equity firms. Formerly group president, Growth Brands Division, Digital Ventures, a division of J. C. Penney Company, Inc., a retailer, November 2010 – April 2012; former Chair of the Commission on Women’s Issues for New York City, ~~since 2002. Director~~2002 – 2013. Pitney Bowes director since 2005. (Also a director of Gartner, Inc.) Ms. Fuchs has experience as a senior executive with operational responsibility within the media and marketing industries, as well as experience as global chief executive officer of a unit of LMVH Moet Hennessy Louis Vuitton. Her experience in the publishing industry includes senior level operational roles at Hearst, Conde Nast, Hachette and CBS. She possesses experience in product development, marketing and branding, international operations, as well as in human resources and executive compensation. Her experience in managing a number of well-known magazines contributes to her knowledge and understanding of businesses closely tied to the mailing industry. Her work for the City of New York has further informed her understanding of government operations and government partnerships with the private sector.

		S. Douglas Hutcheson,~~57,~~58, chief executive officer, since March 2014, of Laser, Inc., a privately held technology company. Since January 2015, senior advisor of technology, media and telecom for Searchlight Capital, a global private investment firm. Formerly chief executive officer, Leap Wireless International, Inc., a provider of wireless services and devices through its subsidiary, Cricket Communications, Inc. ~~since February 2005;~~(February 2005 – March 2013); president and chief executive officer, February 2005 – November 2012. ~~Director~~Pitney Bowes director since ~~July~~ 2012. (Also a director of InterDigital, Inc. Formerly a director of Leap Wireless International, Inc.) Mr. Hutcheson brings to the board of directors significant operational and financial expertise as ~~the~~an experienced former chief executive officer of a wireless communications company. His broad business background includes strategic planning and product and business development and marketing. His expertise in developing and executing successful wireless strategies is an asset to Pitney Bowes as more products and services are transitioned to the cloud. In addition, his experience as a public company chief executive contributes to his knowledge of corporate governance and public company matters.

		Marc B. Lautenbach,~~51,~~53, president and chief executive officer of Pitney Bowes Inc. since December 3, 2012. Formerly, Managing Partner, North America, Global Business Services, International Business Machines Corporation (IBM), a global technology services company, 2010 – 2012, and General Manager, IBM North America, 2005 – 2010. Pitney Bowes director since December 3, 2012. (Also a director of Campbell Soup Company.) As a former senior operating executive at a global technology services company, Mr. Lautenbach possesses substantial operational experience, including in technology services, software solutions, application development, and infrastructure management, as well as marketing, sales and product development. Mr. Lautenbach has extensive experience working with a breadth of client segments, including in the small and medium sized business segment and public and enterprise markets. He also has significant international experience.