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, 1996 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, 1996, 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, 1996 Page 2 of 18 Pitney Bowes Credit Corporation Index ------------------------------- Page Number ----------- Part I - Financial Information: Item 1. Financial Statements Consolidated Statement of Income - Three Months Ended March 31, 1996 and 1995 . . . . . . . . 3 Consolidated Balance Sheet - March 31, 1996 and December 31, 1995 . . . . . . . . . . . 4 Consolidated Statement of Cash Flows - Three Months Ended March 31, 1996 and 1995 . . . . . . . . 5 - 6 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 7 - 9 Item 2. Management's Narrative Analysis of the Results of Operations . . . . . . . 10 - 14 Part II - Other Information: Item 1. Legal Proceedings. . . . . . . . . . . . 15 Item 6. Exhibits and Reports on Form 8-K . . . . 15 Signatures . . . . . . . . . . . . . . . . . . . 16 Exhibit (i) - Computation of Ratio of Earnings to Fixed Charges. . . . . . . . . . . . . . . . 17 Exhibit (ii) - Financial Data Schedule . . . . . 18 Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 3 of 18 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, ---------------------------- 1996 1995 ------- ------- Finance income . . . . . . . . . . . . . $177,276 $152,170 ------- ------- Expenses: Selling, general and administrative. . 39,282 32,018 Depreciation and amortization. . . . . 8,927 6,870 Provision for credit losses. . . . . . 16,695 12,268 Interest . . . . . . . . . . . . . . . 50,315 48,549 ------- ------- Total expenses . . . . . . . . . . . 115,219 99,705 ------- ------- Income before income taxes . . . . . . . 62,057 52,465 Provision for income taxes . . . . . . . 20,489 16,496 ------- ------- Net income . . . . . . . . . . . . . . . $ 41,568 $ 35,969 ======= ======= Ratio of earnings to fixed charges . . . 2.22X 2.07X ======= ======= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 4 of 18 Pitney Bowes Credit Corporation Consolidated Balance Sheet ------------------------------- (Unaudited) (Dollars in thousands) March 31, December 31, 1996 1995 ------------ ------------ Assets Cash . . . . . . . . . . . . . . . . . . . . . . $ 10,059 $ 10,129 ---------- ---------- Investments: Finance assets (Note 2) . . . . . . . . . . . 4,048,397 4,117,353 Investment in leveraged leases . . . . . . . . 569,586 562,500 Assets transferred from affiliate. . . . . . . 50,176 53,717 Investment in operating leases, net of accumulated depreciation . . . . . . . . . . 111,745 114,587 Allowance for credit losses. . . . . . . . . . (101,411) (101,355) ---------- ---------- Net investments. . . . . . . . . . . . . . . 4,678,493 4,746,802 ---------- ---------- Mortgage servicing rights, net of accumulated amortization (Note 3) . . . . . . . . . . . . . 120,864 105,933 Assets held for sale . . . . . . . . . . . . . . 100,625 71,917 Other assets . . . . . . . . . . . . . . . . . . 174,637 123,093 ---------- ---------- Total assets . . . . . . . . . . . . . . . . . . $ 5,084,678 $ 5,057,874 ========== ========== Liabilities Senior notes payable within one year (Note 4). . $ 2,314,107 $ 2,122,880 Short-term notes payable to affiliates (Note 4). 134,974 149,709 Accounts payable to affiliates . . . . . . . . . 128,728 127,007 Accounts payable and accrued liabilities . . . . 150,784 155,603 Deferred taxes . . . . . . . . . . . . . . . . . 470,966 441,324 Senior notes payable after one year (Note 4) . . 820,500 1,020,500 Subordinated notes payable (Note 4). . . . . . . 170,857 170,857 ---------- ---------- Total liabilities . . . . . . . . . . . . . . 4,190,916 4,187,880 ---------- ---------- Stockholder's Equity Common stock . . . . . . . . . . . . . . . . . . 46,000 46,000 Capital surplus. . . . . . . . . . . . . . . . . 41,725 41,725 Retained earnings. . . . . . . . . . . . . . . . 806,037 782,269 ---------- ---------- Total stockholder's equity. . . . . . . . . . 893,762 869,994 ---------- ---------- Total liabilities and stockholder's equity . . . $ 5,084,678 $ 5,057,874 ========== ========== Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 5 of 18 Pitney Bowes Credit Corporation Consolidated Statement of Cash Flows ------------------------------------ (Unaudited) (Dollars in thousands) Three Months Ended March 31, ---------------------------- 1996 1995 ---------- ---------- Operating Activities Net income. . . . . . . . . . . . . . . . . . $ 41,568 $ 35,969 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for credit losses . . . . . . . . 16,695 12,268 Depreciation and amortization . . . . . . . 8,927 6,870 Increase (decrease) in accounts payable to affiliates . . . . . . . . . . . . . . . . 1,721 (36,631) Increase in deferred taxes. . . . . . . . . 29,642 20,479 Decrease in accounts payable and accrued liabilities. . . . . . . . . . . . . . . . (4,819) (82,718) Increase in assets transferred from affiliate. . . . . . . . . . . . . . . . . - (25,273) Other, net. . . . . . . . . . . . . . . . . (47,644) (3,624) --------- --------- Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . 46,090 (72,660) --------- --------- Investing Activities Investment in net finance assets. . . . . . (363,595) (239,033) Investment in operating leases. . . . . . . (8,113) (695) Investment in assets held for sale. . . . . (67,280) (30,732) Cash receipts collected under lease contracts, net of finance income recognized . . . . . . . . . . . . . . . . 458,112 241,154 Investment in mortgage servicing rights . . (18,731) (13,600) Loans and advances to affiliates, net . . . (1,121) 33,795 Additions to equipment and leasehold improvements . . . . . . . . . . . . . . . (4,124) (1,557) --------- --------- Net cash used in investing activities . . . (4,852) (10,668) --------- --------- Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 6 of 18 Pitney Bowes Credit Corporation Consolidated Statement of Cash Flows ------------------------------------ (Unaudited) (Dollars in thousands) Three Months Ended March 31, ---------------------------- 1996 1995 ---------- ---------- Financing Activities (Decrease) increase in short-term debt. . . (8,773) 97,244 Short-term loans from affiliates. . . . . . (14,735) - Payments to settle subordinated debt. . . . - (740) Dividends paid to Pitney Bowes Inc. . . . . (17,800) (15,500) --------- --------- Net cash (used in) provided by financing activities. . . . . . . . . . . . . . . . (41,308) 81,004 --------- --------- Decrease in cash. . . . . . . . . . . . . . . (70) (2,324) Cash at beginning of period . . . . . . . . . 10,129 11,250 --------- --------- Cash at end of period . . . . . . . . . . . . $ 10,059 $ 8,926 ========= ========= Interest paid . . . . . . . . . . . . . . . . $ 53,776 $ 64,447 ========= ========= Income taxes refunded, net. . . . . . . . . . $ (33,346) $ (13,827) ========= ========= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 7 of 18 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, 1996 and the results of operations and cash flows for the three months ended March 31, 1996 and 1995 have been included. Operating results for the three months ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 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, 1995. Note 2: - ------ The composition of the Company's finance assets is as follows: (Dollars in thousands) March 31, December 31, Finance Assets 1996 1995 ------------ ------------ Gross finance receivables . . . . . . . . . . $ 4,707,276 $ 4,801,084 Unguaranteed residual valuation . . . . . . . 649,738 649,549 Initial direct cost deferred. . . . . . . . . 94,050 89,173 Unearned income . . . . . . . . . . . . . . . (1,402,667) (1,422,453) ---------- ---------- Finance assets. . . . . . . . . . . . . . . $ 4,048,397 $ 4,117,353 ========== ========== Note 3: - ------ Mortgage servicing rights (MSR) are recorded at the lower of cost or present value of the estimated future net servicing income, which does not exceed fair market value and are amortized in proportion to, and over the period of, estimated net servicing income. On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights" (FAS 122). FAS 122 requires that capitalized MSR be assessed periodically for impairment based on the fair value of those rights. Fair value is estimated using a discounted cash flow model which incorporates market discount and prepayment rates as well as other assumptions that market participants would use in their estimates of future servicing income and expense. The Company's policy for evaluating MSR for impairment is to stratify the mortgage servicing rights based on the predominant risk characteristics of the underlying loans. Upon evaluation, adjustments to current period operations and the valuation allowance are made if any individual portfolio stratum is deemed impaired. Based on the evaluation performed as of March 31, 1996, no impairment was recognized in the Company's mortgage servicing rights portfolio. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 8 of 18 Note 4: - ------ The composition of the Company's notes payable is as follows: (Dollars in thousands) March 31, December 31, Notes Payable 1996 1995 ------------ ------------ Senior Notes Payable Commercial paper at a weighted average interest rate of 5.18% (5.69% in 1995). . . $1,887,500 $1,864,000 Notes payable against bank lines of credit and others at a weighted average interest rate of 2.40% (2.35% in 1995). . . 226,607 258,880 Current installment of long-term debt due within one year at an interest rate of 5.625%. . . . . . . . . . . . . . . . . . . 200,000 - --------- --------- Total senior notes payable within one year. . 2,314,107 2,122,880 Senior notes payable after one year at interest rates of 5.84% to 9.25% through 2009 (5.63% to 9.25% in 1995) . . . 820,500 1,020,500 --------- --------- Total senior notes payable. . . . . . . . . . 3,134,607 3,143,380 --------- --------- Short-term Notes Payable to Affiliates Notes payable to Pitney Bowes Inc. at a weighted average interest rate of 5.29% (5.72% in 1995) . . . . . . . . . . . . . . 125,000 132,000 Notes payable to Pitney Bowes International at a weighted average interest rate of 5.43% (5.85% in 1995) . . . . . . . . . . . 9,974 17,709 --------- --------- Total short-term notes payable to affiliates. 134,974 149,709 --------- --------- Subordinated Notes Payable Non-interest bearing notes due Pitney Bowes Inc. . . . . . . . . . . . . . 170,857 170,857 --------- --------- Total notes payable . . . . . . . . . . . . . $3,440,438 $3,463,946 ========= ========= Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 9 of 18 Note 5: - ------ In addition to the adoption of FAS 122, as discussed in Note 3, the Company also adopted Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" on January 1, 1996 with no material effect to the Company's reporting results. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 10 of 18 Item 2. Management's Narrative Analysis of the Results of Operations ------------------------------------------------------------ Event Impacting Comparability - ----------------------------- As a result of the 1995 sale of Dictaphone Corporation (Dictaphone) and Monarch Marking Systems, Inc. (Monarch) by Pitney Bowes Inc. (Pitney Bowes or PBI), effective January 1, 1996, the operating results of these two previous affiliates of the Company are now reported as part of the Company's External small-ticket financing programs. Prior to January 1, 1996, this information had been reported as part of the Company's Internal small-ticket financing programs. Both of these companies were captive for the majority of last year and will therefore continue to have their prior year results disclosed as part of the Internal small-ticket financing programs. Results of Operations - first quarter of 1996 compared to first quarter of 1995 - ------------------------------------------------------------------------- Finance income in the first quarter of 1996 increased 16.5 percent to $177.3 million compared to $152.1 million in 1995. Finance income for Internal small-ticket financing programs increased to $74.9 million from $73.2 million ($69.3 million excluding Dictaphone and Monarch) primarily due to higher income from fee-based programs, partly offset by lower lease rates on new business. Finance income for External large-ticket financing programs increased to $52.4 million from $46.4 million primarily due to the gain of $1.6 million realized from the sale of $139 million of finance assets in the first quarter of 1996, plus higher income from other fee-based programs and higher investment levels, partly offset by lower lease rates on new business. Finance income related to External small-ticket financing programs increased to $38.8 million from $25.2 million ($29.1 million including Dictaphone and Monarch) primarily due to higher income from higher investment levels and fee-based programs, in addition to higher lease rates on new business. Revenue generated from mortgage servicing increased 53.4 percent to $11.2 million in the first quarter of 1996 compared with $7.3 million in the first quarter of 1995, due to a larger mortgage servicing portfolio which supports the Company's fee-based income growth strategy. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 11 of 18 Selling, general and administrative (SG&A) expenses increased 22.7 percent to $39.3 million in the first quarter of 1996 compared to $32.0 million in 1995. SG&A expenses for Internal small-ticket financing programs increased to $14.7 million from $13.8 million ($12.8 million excluding Dictaphone and Monarch) principally due to higher professional fees related to new business initiatives and higher sales assistance fees paid to Pitney Bowes. SG&A expenses for External large-ticket financing programs increased 16.6 percent to $5.2 million primarily due to higher personnel related expenses and $.3 million from the impact of the finance asset sale in the first quarter of 1996. SG&A expenses for External small-ticket financing programs increased to $14.9 million from $10.8 million ($11.8 million including Dictaphone and Monarch) principally due to a higher level of marketing fees paid to brokers on higher levels of new business and higher personnel related expenses. SG&A expenses related to mortgage servicing increased 47.1 percent in 1996 to $4.3 million primarily due to the administration of a larger mortgage servicing portfolio. SG&A expenses related to the start-up of the Company's residual value operations in 1996 were $.2 million. Depreciation on operating leases was $3.4 million in the first quarter of 1996 compared to $3.0 million in 1995 reflecting a higher operating lease investment balance in 1996. Amortization of mortgage servicing rights was $4.9 million in the first quarter of 1996 compared to $3.3 million in 1995 due to a larger mortgage servicing portfolio. Amortization of deferred costs associated with the Company's participation in a partnership transaction was $.6 million for both the first quarter of 1996 and 1995. The provision for credit losses was $16.7 million for the first quarter of 1996 compared to $12.3 million in 1995. The provision for Internal small-ticket financing programs decreased to $8.0 million from $8.4 million ($7.6 million excluding Dictaphone and Monarch) primarily due to favorable reserve adjustments. The provision for the External large- ticket financing programs was $2.0 million in the first quarter of 1996 compared with a credit of $.7 million in the first quarter of 1995, reflecting the impact of the finance asset sale and higher investment levels and favorable reserve adjustments in 1995. The provision for External small-ticket financing programs was $6.7 million for the first quarter of 1996 compared to $4.6 million in 1995 ($5.4 million including Dictaphone and Monarch) primarily due to higher investment levels. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 12 of 18 The Company's allowance for credit losses as a percentage of net lease receivables (net investments before allowance for credit losses plus the uncollected principal balance of receivables sold) increased nominally from 2.00 percent at December 31, 1995 to 2.03 percent at March 31, 1996. PBCC charged $16.6 million and $17.8 million against the allowance for credit losses in the first quarter of 1996 and 1995, respectively. Interest expense was $50.3 million in the first quarter of 1996 compared with $48.5 million in 1995. The increase reflects higher average borrowings in 1996 partially offset by lower interest rates. The effective interest rate on average borrowings was 6.04 percent for the first quarter of 1996 compared to 6.76 percent for the same period of 1995. The Company does not match fund its financing investments and does not apply different interest rates to its various financing portfolios. The effective tax rate for the first quarter of 1996 was 33.0 percent compared with 31.5 percent for the same period of 1995. The increase is principally due to the declining impact of the residual portfolio purchase completed in the fourth quarter of 1994 and a lower level of tax-exempt income. The Company's ratio of earnings to fixed charges was 2.22 times for the first quarter of 1996 compared with 2.07 times for the same period of 1995. The increase reflects higher profitability from higher investment and fee-based program levels, combined with lower effective interest rates in 1996. 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, 1996 and 66 percent short-term and 34 percent long-term at December 31, 1995. PBCC's swap-adjusted variable-rate versus fixed-rate debt mix was 57 percent variable-rate and 43 percent fixed-rate at both March 31, 1996 and December 31, 1995. 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. The Company has $750 million of unissued debt securities available from a shelf registration statement filed with the Securities and Exchange Commission in September 1995. Up to $500 million of medium-term notes may be offered under this registration statement. The $750 million available under this shelf registration statement should meet the Company's financing needs for the next two years. The Company also had unused lines of credit and revolving credit facilities totaling $1.72 billion at March 31, 1996, largely supporting its commercial paper borrowings. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 13 of 18 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, the level of External Division financing activity, capitalization of any fee-based business initiatives 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 1996 decreased 1.7 percent from December 31, 1995. The decrease is principally due to the sale of $139 million of External large-ticket finance assets during the first quarter of 1996 and a seasonally lower level of financing volume in the Internal small-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 liquidation in the External small-ticket financing programs. Gross finance assets at March 31, 1996 were 9.4 percent, or $460.3 million, higher than March 31, 1995. Overall levels of lease receivables are in line with management's expectations. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 14 of 18 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 .66 times at March 31, 1996 and .61 times at December 31, 1995. 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. As disclosed in previous filings, in December 1992, as part of the restructuring of its German affiliate, Adrema Leasing Corporation (Adrema), the Company purchased certain finance receivables and other assets from Adrema. Based on the evaluation of these assets, Pitney Bowes and the Company 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 over the remainder of the lease terms. The Company continues to scrutinize the circumstances surrounding the losses and evaluate actions that can be taken against former Adrema management and other related parties. - ------------------------------------------------------------------------- The Company wishes to caution readers that any forward-looking statements contained in this Form 10-Q or made by the management of the Company involve risks and uncertainties, and are subject to change based on various important factors. The following factors, among others, could affect the Company's financial results and could cause the Company's financial performance to differ materially from the expectations expressed in any forward-looking statement made by or on behalf of the Company - the level of business and financial performance of Pitney Bowes; the impact of governmental financing regulations; the success of the Company in developing strategies to manage debt levels, including the ability of the Company to access the capital markets; the strength of worldwide economies; the effects of and changes in trade, monetary and fiscal policies and laws, and inflation and monetary fluctuations, including changes in interest rates; the willingness of customers to substitute financing sources; and the level of write-offs and the Company's associated collection and asset management efforts. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 15 of 18 Part II - Other Information --------------------------- Item 1. Legal proceedings From time to time, the Company is a party to lawsuits that arise in the ordinary course of its business. These lawsuits may involve litigation by or against the Company to enforce contractual rights under vendor, insurance or other contracts; lawsuits by or against the Company relating to equipment, service or payment disputes with customers; disputes with employees; or other matters. The Company is currently 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 U.S. 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 17 (27) Financial Data Schedule See Exhibit (ii) on page 18 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, 1996. Pitney Bowes Credit Corporation - Form 10-Q Three Months Ended March 31, 1996 Page 16 of 18 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 13, 1996 /s/ G. Kirk Hudson -------------------- ----------------------------- G. Kirk Hudson Vice President - Finance (Principal Financial Officer) /s/ Thomas P. Santora ------------------------------ Thomas P. Santora Controller (Principal Accounting Officer)