EXHIBIT (31.1)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
1 | . | I have reviewed this Annual Report on Form 10-K/A of Pitney Bowes Inc.; |
2 | . | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to |
state a material fact necessary to make the statements made, in light of the circumstances under which such | ||
statements were made, not misleading with respect to the period covered by this annual report; | ||
3 | . | Based on my knowledge, the financial statements, and other financial information included in this annual report, |
fairly present in all material respects the financial condition, results of operations and cash flows of the | ||
registrant as of, and for, the periods presented in this annual report; | ||
4 | . | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure |
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over | ||
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be | |
designed under our supervision, to ensure that material information relating to the registrant, including its | ||
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period | ||
in which this annual report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial | |
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of | ||
financial reporting and the preparation of financial statements for external purposes in accordance with | ||
generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this | |
annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end | ||
of the period covered by this annual report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred | |
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual | ||
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal | ||
control over financial reporting; and | ||
5 | . | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal |
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of | ||
directors (or persons performing the equivalent functions): | ||
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over | |
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, | ||
summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant | |
role in the registrant’s internal control over financial reporting. |
Date:August 14, 2006
/s/ Michael J. Critelli
Michael J. Critelli
Chief Executive Officer
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