Pitney Bowes 2015 Annual Report Download - page 49

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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of
1934, as amended (the Exchange Act)), that are designed to reasonably assure that information required to be disclosed in reports filed
or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms, and to reasonably assure that such information is accumulated and communicated to
management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding
required disclosure.
Any system of controls and procedures, no matter how well designed and operated, can provide only reasonable (and not absolute)
assurance of achieving the desired control objectives. Management, under the direction of our CEO and CFO, evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange
Act. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective
as of December 31, 2015.
We acquired Borderfree in a purchase business combination on in June 2015 as described in Note 3 to our Consolidated Financial
Statements included in this Form 10-K. We are in the process of reviewing and evaluating the business and internal controls and processes
of Borderfree and are implementing our internal control structure over this acquired business. Our evaluation and integration efforts will
continue into 2016.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15
(f) and 15d-15(f) under the Exchange Act. Management assessed the effectiveness of the internal control over financial reporting as of
December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on its assessment, management concluded
that, as of December 31, 2015, the internal control over financial reporting was effective based on the criteria issued by COSO in Internal
Control - Integrated Framework (2013).
Pursuant to SEC guidance, a recently acquired business may be omitted from the scope of assessment of the effectiveness of internal
control over financial reporting in the year of acquisition. Accordingly, the recently acquired Borderfree business was excluded from our
evaluation of the effectiveness of internal control over financial reporting as of December 31, 2015. The Borderfree business represents
8% of total assets and less than 2% of total revenue.
The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears in this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2015, that have
materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.