SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 F O R M 10 - Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ----- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ----- SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----- ----- Commission File Number: 0-13497 PITNEY BOWES CREDIT CORPORATION State of Incorporation IRS Employer Identification No. Delaware 06-0946476 201 Merritt Seven Norwalk, Connecticut 06856-5151 Telephone Number: (203) 846-5600 The Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of April 30, 1995, 460 shares of common stock, no par value with a stated value of $100,000 per share, were outstanding, all of which were owned by Pitney Bowes Inc., the parent of the Registrant. REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 2 of 17 Pitney Bowes Credit Corporation Index ------------------------------- Page Number ----------- Part I - Financial Information: Item 1. Financial Statements Consolidated Statement of Income - Three Months Ended March 31, 1995 and 1994 . . . . . . . . 3 Consolidated Balance Sheet - March 31, 1995 and December 31, 1994 . . . . . . . . . . . 4 Consolidated Statement of Cash Flows - Three Months Ended March 31, 1995 and 1994 . . . . . . . . 5 - 6 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 7 - 9 Item 2. Management's Narrative Analysis of the Results of Operations . . . . . . . 10 - 13 Part II - Other Information: Item 1. Legal Proceedings . . . . . . . . . . . 14 Item 6. Exhibits and Reports on Form 8-K. . . . 14 Signatures. . . . . . . . . . . . . . . . . . . 15 Exhibit (i) - Computation of Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . 16 Exhibit (ii) - Financial Data Schedule. . . . . 17 Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 3 of 17 Part I - Financial Information Item 1. Financial Statements Pitney Bowes Credit Corporation Consolidated Statement of Income (Unaudited) -------------------------------- (Dollars in thousands) Three Months Ended March 31, ---------------------------- 1995 1994 ------- ------- Revenue: Finance income . . . . . . . . . . . . $152,096 $129,993 ITC amortization . . . . . . . . . . . 74 193 ------- ------- Total revenue. . . . . . . . . . . . 152,170 130,186 ------- ------- Expenses: Selling, general and administrative. . 32,018 26,365 Depreciation and amortization. . . . . 6,870 5,863 Provision for credit losses. . . . . . 12,268 14,097 Interest . . . . . . . . . . . . . . . 48,549 33,324 ------- ------- Total expenses . . . . . . . . . . . 99,705 79,649 ------- ------- Income before income taxes . . . . . . . 52,465 50,537 Provision for income taxes . . . . . . . 16,496 16,912 ------- ------- Income before effect of a change in accounting for postemployment benefits . . . . . . . . . . . . . . . 35,969 33,625 Effect of a change in accounting for postemployment benefits. . . . . . . . - (2,820) ------- ------- Net income . . . . . . . . . . . . . . . $ 35,969 $ 30,805 ======= ======= Ratio of earnings to fixed charges . . . 2.07X 2.50X ======= ======= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 4 of 17 Pitney Bowes Credit Corporation Consolidated Balance Sheet (Unaudited) ------------------------------- (Dollars in thousands) March 31, December 31, ------------ ------------ 1995 1994 ------------ ------------ Assets - ------ Cash . . . . . . . . . . . . . . . . . . . . . . $ 8,926 $ 11,250 ---------- ---------- Investments: Finance assets (Note 2) . . . . . . . . . . . 3,733,295 3,732,790 Investment in leveraged leases . . . . . . . . 499,649 478,650 Assets transferred from affiliate. . . . . . . 44,635 30,033 Investment in operating leases, net of depreciation . . . . . . . . . . . . . . . . 93,421 95,684 Allowance for credit losses. . . . . . . . . . (89,755) (95,271) ---------- ---------- Net investments. . . . . . . . . . . . . . . 4,281,245 4,241,886 ---------- ---------- Other assets . . . . . . . . . . . . . . . . . . 179,769 198,701 ---------- ---------- Total assets . . . . . . . . . . . . . . . . $ 4,469,940 $ 4,451,837 ========== ========== Liabilities - ----------- Senior notes payable within one year (Note 3). . $ 2,172,835 $ 2,075,591 Accounts payable to affiliates . . . . . . . . . 116,729 153,360 Accounts payable and accrued liabilities . . . . 145,561 228,279 Deferred taxes . . . . . . . . . . . . . . . . . 362,513 342,034 Senior notes payable after one year (Note 3) . . 745,500 745,500 Subordinated notes payable (Note 3) . . . . . . 132,995 133,735 ---------- ---------- Total liabilities. . . . . . . . . . . . . . 3,676,133 3,678,499 ---------- ---------- Stockholder's Equity - -------------------- Common stock . . . . . . . . . . . . . . . . . . 46,000 46,000 Capital surplus. . . . . . . . . . . . . . . . . 41,725 41,725 Retained earnings. . . . . . . . . . . . . . . . 706,082 685,613 ---------- ---------- Total stockholder's equity . . . . . . . . . 793,807 773,338 ---------- ---------- Total liabilities and stockholder's equity . . . . . . . . . . . . $ 4,469,940 $ 4,451,837 ========== ========== Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 5 of 17 Pitney Bowes Credit Corporation Consolidated Statement of Cash Flows (Unaudited) ------------------------------------ (Dollars in thousands) Three Months Ended March 31, ---------------------------- 1995 1994 ---------- ---------- Cash flows from operating activities: Net income. . . . . . . . . . . . . . . . . . $ 35,969 $ 30,805 Effect of a change in accounting for postemployment benefits. . . . . . . . . . . - 2,820 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses . . . . . . . . 12,268 14,097 Depreciation and amortization . . . . . . . 6,870 5,863 Decrease in accounts payable to affiliate. . . . . . . . . . . . . . . . . (36,631) (30,734) Increase in deferred taxes. . . . . . . . . 20,479 12,854 Decrease in accounts payable and accrued liabilities . . . . . . . . . . . . . . . (82,718) (27,823) Increase in assets transferred from affiliate. . . . . . . . . . . . . . . . . (25,273) (28,914) Other, net. . . . . . . . . . . . . . . . . (3,624) 8,547 --------- --------- Net cash (used in) operating activities . . . (72,660) (12,485) --------- --------- Cash flows from investing activities: Investment in finance assets. . . . . . . . (269,765) (213,098) Investment in operating leases. . . . . . . (695) - Cash receipts collected under lease contracts, net of finance income recognized . . . . . . . . . . . . . . . . 241,154 290,170 Investment in mortgage servicing rights . . (13,600) (684) Loans and advances to affiliated companies, net. . . . . . . . . . . . . . . . . . . . 33,795 (10,840) Additions to equipment and leasehold improvements . . . . . . . . . . . . . . . (1,557) (1,126) --------- --------- Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . (10,668) 64,422 --------- --------- Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 6 of 17 Pitney Bowes Credit Corporation Consolidated Statement of Cash Flows (Unaudited) ------------------------------------ (Dollars in thousands) Three Months Ended March 31, ---------------------------- 1995 1994 ---------- ---------- Cash flows from financing activities: Increase (decrease) in short-term debt. . . 97,244 (243,537) Short-term loans from Pitney Bowes Inc. . . - 6,543 Proceeds from the issuance of senior notes payable after one year . . . . . . . . . . - 200,000 Settlement of long-term debt. . . . . . . . - (575) Payments to settle subordinated debt. . . . (740) - Dividends paid to Pitney Bowes Inc. . . . . (15,500) (10,500) --------- --------- Net cash provided by (used in) financing activities. . . . . . . . . . . . . . . . 81,004 (48,069) --------- --------- (Decrease) increase in cash . . . . . . . . . (2,324) 3,868 Cash at beginning of period . . . . . . . . . 11,250 6,237 --------- --------- Cash at end of period . . . . . . . . . . . . $ 8,926 $ 10,105 ========= ========= Interest paid . . . . . . . . . . . . . . . . $ 64,447 $ 39,467 ========= ========= Income taxes (refunded) paid . . . . . . . . $ (13,827) $ 7,206 ========= ========= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 7 of 17 Pitney Bowes Credit Corporation Notes to Consolidated Financial Statements ------------------------------------------ Note 1: - ------ The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Pitney Bowes Credit Corporation (the Company or PBCC), all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1995 and the results of operations and cash flows for the three months ended March 31, 1995 and 1994 have been included. Operating results for the three months ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. Note 2: - ------ The composition of the Company's finance assets is as follows: (Dollars in thousands) March 31, December 31, ------------ ------------ Finance Assets 1995 1994 ------------ ------------ Gross finance receivables . . . . . . . . . . $ 4,387,683 $ 4,393,826 Unguaranteed residual valuation . . . . . . . 577,035 573,892 Initial direct cost deferred. . . . . . . . . 79,229 76,322 Unearned income . . . . . . . . . . . . . . . (1,310,288) (1,310,812) Investment tax credits deferred . . . . . . . (364) (438) ---------- ---------- Total finance assets. . . . . . . . . . . . $ 3,733,295 $ 3,732,790 ========== ========== Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 8 of 17 Note 3: - ------ The composition of the Company's notes payable is as follows: (Dollars in thousands) March 31, December 31, ------------ ------------ Senior Notes Payable 1995 1994 ------------ ------------ Commercial paper at a weighted average interest rate of 6.06% (5.84% in 1994). . . $1,976,200 $1,865,110 Notes payable against bank lines of credit and others at a weighted average interest rate of 3.72% (3.63% in 1994). . . 167,135 180,981 Current installment of long-term debt due within one year at interest rates of 6.56% to 6.66% . . . . . . . . . . . . . . 29,500 29,500 --------- --------- Total senior notes payable within one year. . 2,172,835 2,075,591 Senior notes payable after one year at interest rates of 5.625% to 9.25% through 2009. . . . . . . . . . . . . . . . 745,500 745,500 --------- --------- Total senior notes payable. . . . . . . . . . $2,918,335 $2,821,091 ========= ========= March 31, December 31, ------------ ------------ Subordinated Notes Payable 1995 1994 ------------ ------------ Non-interest bearing notes due Pitney Bowes Inc. . . . . . . . . . . . . . $ 132,995 $ 132,995 12.75% note due in 1995 . . . . . . . . . . . - 740 --------- --------- Total subordinated notes payable. . . . . . . $ 132,995 $ 133,735 ========= ========= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 9 of 17 Note 4: - ------ The Company adopted Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (FAS 112), as of January 1, 1994. FAS 112 required that postemployment benefits be recognized on the accrual basis of accounting. Postemployment benefits include primarily Company provided medical benefits to disabled employees and Company provided life insurance as well as other disability- and death-related benefits to former or inactive employees, their beneficiaries and covered dependents. The one-time effect of adopting FAS 112 in the first quarter of 1994 was a non-cash, after-tax charge of $2.8 million (net of approximately $1.9 million of income taxes). In October 1994, an amendment of FAS 114, Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures" was issued. As required, both pronouncements were adopted effective January 1, 1995 with no material effect to the Company. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 10 of 17 Item 2. Management's Narrative Analysis of the Results of Operations ------------------------------------------------------------ Results of Operations - first quarter of 1995 compared to first quarter of 1994 - -------------------------------------------------------------------------- Income before effect of a change in accounting for postemployment benefits for the first quarter of 1995 increased 7.0 percent to $36.0 million. In the first quarter of 1994, the Company adopted Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (FAS 112). Additional information with respect to accounting for postemployment benefits is disclosed in Note 4 to the Company's consolidated financial statements. Net income in 1995 increased 16.8 percent from the first quarter of 1994 inclusive of the FAS 112 adjustment. Finance income in the first quarter of 1995 increased 17.0 percent to $152.1 million. Finance income for Internal small-ticket financing programs increased 11.8 percent to $73.2 million and External large-ticket financing programs increased 21.8 percent to $46.4 million primarily due to higher investment levels and higher income from fee-based programs. Finance income related to External small-ticket financing programs increased 15.4 percent to $25.2 million primarily due to higher investment levels and higher lease rates in 1995. Revenue generated from mortgage servicing increased to $7.3 million in the first quarter of 1995 compared with $4.6 million in the first quarter of 1994, due to a larger mortgage servicing portfolio. Selling, general and administrative (SG&A) expenses were $32.0 million in the first quarter of 1995 compared to $26.4 million in 1994. SG&A expenses for Internal small-ticket financing programs decreased $.2 million in 1995 to $13.8 million primarily due to lower amortization of deferred initial direct costs. SG&A expenses for External large-ticket financing programs increased $1.2 million in 1995 to $4.5 million primarily due to higher personnel related expenses and higher utilization of corporate systems and legal resources and support. SG&A expenses for External small-ticket financing programs increased $3.9 million in 1995 to $10.8 million principally due to a higher level of marketing fees paid to brokers on higher levels of new business and higher costs related to managing the Company's assets transferred from its German affiliate. SG&A expenses related to mortgage servicing increased $.7 million in 1995 to $2.9 million primarily due to higher operating costs associated with the larger mortgage servicing portfolio. Depreciation on operating leases was $3.0 million in the first quarter of 1995 compared to $2.6 million in 1994 reflecting a higher operating lease investment balance in 1995. Amortization of purchased mortgage servicing rights was $3.3 million in the first quarter of 1995 compared to $2.3 million in 1994 due to the larger mortgage servicing portfolio. Amortization of deferred costs associated with the Company's participation in a partnership transaction was $.6 million for the first quarter of 1995 compared to $1.0 million for the same period of 1994. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 11 of 17 The provision for credit losses for the first quarter of 1995 was $12.3 million compared to $14.1 million in the first quarter of 1994. The provision for Internal small-ticket financing programs increased 2.6 percent to $8.4 million primarily due to higher investment levels. The provision for External large-ticket financing programs was a credit of $.7 million in the first quarter of 1995 compared with a charge of $1.1 million in the first quarter of 1994, reflecting the differential between the aggregate reserve balance and management's current evaluation of expected losses. The provision for External small-ticket financing programs was $4.6 million for the first quarter of 1995 compared with $4.8 million for the same period in 1994, reflecting favorable loss experience. The Company's allowance for credit losses as a percentage of net lease receivables (net investments before allowance for credit losses and deferred investment tax credits plus the uncollected principal balance of receivables sold) decreased from 2.12 percent at December 31, 1994 to 2.00 percent at March 31, 1995 principally due to write-offs of $8.8 million relating to assets transferred from its German affiliate. Interest expense was $48.5 million in the first quarter of 1995 compared with $33.3 million in 1994. The increase primarily reflects higher short-term interest rates as well as higher average borrowings in 1995. The effective interest rate on average borrowings was 6.76 percent for the first quarter of 1995 compared to 5.45 percent for the same period of 1994. This unfavorable comparison is expected to continue as interest rates rise and higher levels of debt are maintained through the second quarter of 1995. The Company does not match fund its financing investments and does not apply different interest rates to its various financing portfolios. Excluding ITC amortization, the effective tax rate for the first quarter of 1995 was 31.5 percent compared with 33.6 percent for the same period of 1994. The decrease is principally due to the impact of the residual portfolio purchase completed in the fourth quarter of 1994 and a higher level of tax- exempt income. The Company's ratio of earnings to fixed charges was 2.07 times for the first quarter of 1995 compared with 2.50 times for the same period of 1994. The decrease reflects a significantly higher effective interest rate in 1995. Liquidity and Capital Resources - ------------------------------- The Company's principal sources of funds are from operations and borrowings. It has been PBCC's practice to use a balanced mix of debt maturities, variable- and fixed-rate debt and interest rate swap agreements to control its sensitivity to interest rate volatility. PBCC's debt mix was 71 percent short-term and 29 percent long-term at March 31, 1995 and 70 percent short- term and 30 percent long-term at December 31, 1994. PBCC's swap-adjusted variable-rate versus fixed-rate debt mix was 57 percent variable-rate and 43 percent fixed-rate at March 31, 1995 and 56 percent variable-rate and 44 percent fixed-rate at December 31, 1994. The Company may borrow through the sale of commercial paper, under its confirmed bank lines of credit, and by private and public offerings of intermediate- or long-term debt securities. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 12 of 17 The Company has $400 million available from a $500 million shelf registration statement filed with the Securities and Exchange Commission in October 1992. This should meet the Company's long-term financing needs for approximately the next two years. The Company also had unused lines of credit and revolving credit facilities totaling $1.74 billion at March 31, 1995, largely supporting commercial paper borrowings. The Company continues to develop strategies in support of ongoing debt level management. Emphasis on fee-based transactions and consideration of the sale of certain financing transactions are expected to continue to control the growth of External large-ticket investments and debt levels. Additional financing will continue to be arranged as deemed necessary. Borrowing requirements will be primarily dependent upon the level of equipment purchases from Pitney Bowes and its subsidiaries, the level of External Division financing activity and the refinancing of maturing debt. The Company's utilization of derivative instruments is currently limited to interest rate swap agreements (interest rate swaps) and foreign currency exchange forward contracts (foreign currency contracts). The Company periodically enters into interest rate swaps as a means of managing interest rate exposure. The interest rate differential to be paid or received is recognized over the life of the agreements as an adjustment to interest expense. The Company is exposed to credit loss in the event of non- performance by the counterparties to the interest rate swaps to the extent of the differential between fixed- and variable-rates; such exposure is considered minimal. The Company has entered into foreign currency contracts for the purpose of minimizing its risk of loss from fluctuations in exchange rates in connection with certain intercompany loans and certain transfers to the Company by foreign affiliates of foreign currency denominated lease receivables. The Company is exposed to credit loss in the event of non- performance by the counterparties to the foreign currency contracts to the extent of the difference between the spot rate at the date of the contract delivery and the contracted rate; such exposure is also considered minimal. Since the Company normally enters into derivative transactions only with members of its banking group, the credit risk of these transactions is monitored as part of the normal credit review of the banking group. The Company monitors the market risk of derivative instruments through periodic review of fair market values. Gross finance assets at the end of the first quarter of 1995 decreased .1 percent from December 31, 1994. The decrease is principally due to a seasonally lower level of new financing volume in the External large-ticket financing programs being added during the quarter relative to portfolio liquidations. This decrease is partly offset by a favorable financing volume relative to portfolio liquidations in both the Internal and External small- ticket financing programs. Gross finance assets at March 31, 1995 were 9.1 percent, or $412.2 million, higher than March 31, 1994. Overall levels of lease receivables are in line with management's expectations. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 13 of 17 The Company's liquidity ratio (finance contracts receivable, including residuals, expected to be realized in cash over the next 12 months to current maturities of debt over the same period) was .58 times at March 31, 1995 and .61 times at December 31, 1994. The Company will continue to use cash to invest in finance assets with emphasis on Internal and External small-ticket leasing transactions and controlled investment in External large-ticket financing programs. The Company believes that cash generated from operations and collections on existing lease contracts will provide the majority of cash needed for such investment activities. Additional cash, to the extent needed, is expected to be provided from commercial paper and intermediate- or long-term debt securities. While the Company expects that market acceptance of its short- and long-term debt will continue to be strong, additional liquidity is available, if needed, under revolving credit facilities and credit lines. In December 1992, as part of the restructuring and reincorporation of its German affiliate, Adrema Leasing Corporation (Adrema), the Company purchased certain finance receivables and other assets from Adrema. In connection with these assets, Pitney Bowes Inc. and the Company (Companies) have completed their inquiry and evaluation, begun in 1993, of the assets and liabilities of the German leasing business. At this time, the Companies believe that sufficient reserves for credit losses are in place to provide for currently expected losses. As part of the orderly liquidation of assets from leasing non-Pitney Bowes products in Germany, Adrema continues to bill and collect accounts and repossess and remarket collateral where possible. These activities are expected to continue for the remainder of the lease terms. The Companies are scrutinizing the circumstances surrounding the losses. German authorities have undertaken criminal proceedings with respect to the conduct of certain German lessees of non-Pitney Bowes products and, at the request of the Companies, with respect to the disposition of the Companies' German leasing business assets. These proceedings include the former general manager of the Companies' German leasing business and others involved in that business. The principals of one of the Companies' large German leasing accounts have been convicted of fraud against Adrema and others. The Companies are party to certain civil litigation and are continuing their evaluation of additional actions they can take against former management personnel of their German leasing business and others. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 14 of 17 Part II - Other Information --------------------------- Item 1. Legal proceedings The Company is a defendant in a number of lawsuits, none of which should have, in the opinion of management and legal counsel, a material adverse effect on the Company's financial position or results of operations. Pitney Bowes has been advised that the Antitrust Division of the United States Department of Justice is conducting a civil investigation of its postage equipment business (including subsidiaries) to determine whether there is, has been, or may be a violation of the surviving provisions of the 1959 consent decree between Pitney Bowes and the U.S. Department of Justice, and or the antitrust laws. The Company intends to cooperate with the Department's investigation. Item 6. Exhibits and Reports on Form 8-K (a) 1. Financial Statements - see index on page 2 2. Exhibits (numbered in accordance with Item 601 of Regulation S-K) Reg. S-K Incorporation Exhibits Description by Reference -------- ---------------------------- ------------- (12) Computation of Ratio of See Exhibit (i) Earnings to Fixed Charges on page 16 (27) Financial Data Schedule See Exhibit (ii) on page 17 There are no unregistered debt instruments in which the total amount of securities authorized thereunder exceeds 10 percent of the total assets of the Company. Copies of all instruments defining the rights of securities holders are available upon request. (b) No reports on Form 8-K were filed for the three months ended March 31, 1995. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1995 Page 15 of 17 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PITNEY BOWES CREDIT CORPORATION Date: May 11, 1995 /s/ G. Kirk Hudson -------------------- ----------------------------- G. Kirk Hudson Vice President - Finance (Principal Financial Officer) /s/ Thomas P. Santora ------------------------------ Thomas P. Santora Controller (Principal Accounting Officer)