8-K: Current report

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004



FORM 8-K
CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Date of Report (Date of earliest event reported): April 17, 2001


PITNEY BOWES INC.



Commission File Number: 1-3579






State of Incorporation IRS Employer Identification No.
Delaware 06-0495050






World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000



Item 5 - Other Events.

The registrant's press release dated April 17, 2001, regarding its financial
results for the period ended March 31, 2001, including consolidated statements
of income and selected segment data for the three months ended March 31, 2001
and 2000, and consolidated balance sheets at March 31, 2001, December 31, 2000
and March 31, 2000, are attached.

In clarification of remarks made on a conference call following the registrant's
release of earnings for the first quarter of 2001 on April 17, 2001, both the
international portion of the registrant's Global Mailing segment and its total
international operations achieved high single-digit revenue growth vs. the first
quarter of 2000, as measured in local currency terms.

Item 7 - Financial Statements and Exhibits.

c. Exhibits.

The following exhibits are furnished in accordance with the provisions of Item
601 of Regulation S-K:

Exhibit Description
- ------- -----------
(1) Pitney Bowes Inc. press release dated April 17, 2001.



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 hereunto duly authorized.

Pitney Bowes Inc.

April 19, 2001



/s/ B.P. Nolop
----------------------------
B.P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)


/s/ A.F. Henock
----------------------------
A.F. Henock
Vice President - Finance
(Principal Accounting Officer)


(1)
Exhibit 1

PITNEY BOWES ACHIEVES REVENUE AND EARNINGS GUIDANCE
IN FIRST QUARTER 2001

Diluted Earnings Per Share of 53 Cents, Before Restructuring Charge

Revenue Growth of 2.3%

Agreement to Acquire Danka Services International Expands Document
Services Solutions and Reach

STAMFORD, Conn., April 17, 2001 - Pitney Bowes Inc. (NYSE: PBI) today
announced first quarter results that featured growth in diluted earnings per
share from continuing operations to 53 cents, excluding the restructuring
charge, from 50 cents the year before. Revenue grew two percent during the
quarter to $966.3 million. Income from continuing operations declined one
percent to $131.6 million before the restructuring charge.
During the quarter, as previously announced, the company recorded a pre-tax
restructuring charge of $75 million, of which $43 million was related to
continuing operations, and the remaining $32 million related to discontinued
operations. These costs are associated with infrastructure and process
improvements, and the planned spin-off of the Office Systems business. The
company expects to record an additional $25 million to $35 million in the second
quarter of 2001 to complete the previously announced restructuring plan.
Pitney Bowes Chairman and Chief Executive Officer Michael J. Critelli
commented, "Pitney Bowes delivered revenue and earnings per share improvement
during the quarter despite the fact that 2001 thus far has been a challenging
year for most of corporate America. The continued, steady demand for our
integrated mail and document management solutions in this economic environment,
many of which are mission-critical to our customers, indicates that our products
and services are just what many companies need to run their operations
efficiently and reduce their costs. We also completed several strategic
transactions during the quarter which will complement our suite of solutions for
global customers of all sizes, positioning us for continued growth in the
future.


(2)

"We continue our focus on improving shareholder value by building our base
of loyal customers, and by extension, a large recurring revenue stream. Using a
combination of internal development, acquisitions and partnerships we are
creating the advanced solutions that global customers require to support their
growing and increasingly complex, integrated applications. This customer-focused
market development pays off. Today, approximately 75 percent of our revenues are
recurring in nature, providing financial stability in a challenging economic
environment. Our strong balance sheet gives us the financial flexibility to make
investments and acquisitions to grow the business."
As previously announced, the company's recent acquisition activity
exemplifies its strategic actions to expand internationally, meet the dynamic
needs of global customers, and deliver shareholder value, according to Mr.
Critelli. "It's good news for our customers and our shareholders that we have
entered into an agreement to acquire Danka Services International (DSI), a
division of Danka Business Systems. This business will strengthen our Enterprise
Solutions segment which specializes in physical and electronic document
management and high- volume mail production. In combination with other
previously announced acquisition activity, the DSI agreement provides a solid
platform for accelerated global growth, giving Pitney Bowes the critical mass,
complementary technology and international presence to help customers optimize
the management of the messages, money and business information contained in
their integrated mail and document stream."
The Global Mailing Segment includes worldwide revenues and related expenses
from the sale, rental and financing of mail finishing, mail creation and
shipping equipment, related supplies and services, postal payment solutions,
small business solutions and software. In the first quarter, Global Mailing
revenue declined one percent while operating profit increased five percent. As
in the prior two quarters, Global Mailing revenue comparisons to the prior year
were adversely impacted by the loss of revenues associated with the sale of the
credit card portfolio last year and the impact from unfavorable foreign currency
during the quarter. Excluding the impact of these two factors, Global Mailing
revenues increased three percent and operating profit increased six percent.

(3)

The U.S. mail finishing business is performing as expected as
administrative costs decline due to continuous process improvements. As
anticipated, sales of mail creation and shipping products again underperformed,
reflecting the need for a change in the sales process for these products. Though
this effort is well underway, results do not yet reflect the positive effect we
expect. During the quarter, the company formed a strategic partnership with
Vertex Interactive Inc., a market-leading, e-business supply chain and
fulfillment solutions provider. Under the agreement, the companies will jointly
develop, offer and support a modular suite of integrated supply chain and
shipping applications, extending Pitney Bowes' reach and capability in a
fast-growing segment of this market.
Additionally, within the Global Mailing segment, our international business
continued to have strong growth in both revenues and operating profit on a local
currency basis, helped by meter migration and Euro conversion requirements in
several European countries. However, on a U.S. dollar basis, the Global Mailing
segment revenue growth was reduced by one and one-half percentage points due to
unfavorable foreign currency impacts, principally the British Pound, the
Canadian Dollar and the Euro.
The Enterprise Solutions Segment includes Pitney Bowes Management Services
and Document Messaging Technologies (formerly Production Mail). Revenues from
Management Services include facilities management contracts for advanced
mailing, reprographic, document management and other added-value services to
large enterprises. Revenues from Document Messaging Technologies include sales,
service and financing of high speed, software-enabled production mail systems,
sorting equipment, incoming mail systems, electronic statement, billing and
payment solutions, and mailing software. The Enterprise Solutions segment, which
represents nearly one-quarter of consolidated revenue, grew revenue 14 percent
and operating profit grew 28 percent, the second consecutive quarter of
double-digit growth for both revenue and operating profit.

(4)

Pitney Bowes Management Services achieved its sixth consecutive quarter of
improving revenue growth, recording a 15 percent increase over 2000. The growth
in business came from both new, value-added services for existing clients, and
new enterprise contracts through the acquisition of Services Integration Group,
L.P., the outsourcing unit of Shell Services International Inc. Upon completion
of the transaction referenced earlier, Danka Systems International will be
integrated into Management Services. This acquisition is an important element in
the Management Services' strategy to support global enterprises with
sophisticated, high value document management throughout a document's physical
and electronic lifecycle. The parties expect the transaction to close during the
second quarter of 2001.
Document Messaging Technologies revenues grew 12 percent during the
quarter, while operating profit grew at a substantially greater rate. There
continued to be solid worldwide demand for high-speed, software enabled
production mail equipment and mail processing software. During the quarter, the
M3(TM) Mixed Mail Manager System for incoming mail management was launched and
the first installations were completed. In addition, the company's new
subsidiary MailCode, Inc., a mail processing company that manufactures
complementary incoming mail management and sorting equipment, also performed
well. DocSense continues to expand its customer base as the demand for versatile
and reliable electronic bill and statement management grows. To further enhance
its capabilities in this important and growing market, though not impacting the
quarter's results, the company has entered into a merger agreement with Alysis
Technologies, a leading provider of business-to-business and
business-to-consumer digital document delivery solutions.
Total Messaging Solutions, the combined results of the Global Mailing and
Enterprise Solutions segments, reported a three percent increase in revenues and
a seven percent increase in operating profit.
The Capital Services Segment includes primarily asset- and fee-based income
generated by financing or arranging transactions of critical large- ticket
customer assets. Revenue for the quarter declined five percent, consistent with
the company's ongoing objective to shift to fee-based transactions. Operating
profit increased 12 percent for the quarter.

(5)

During the quarter, the Company repurchased two million shares, leaving
$228 million of authorization for future share repurchases. Free cash flow from
continuing operations, excluding payments associated with the restructuring plan
and spin-off, exceeded $120 million during the quarter.
Compared to year 2000 results, the company expects revenue growth for the
second quarter 2001 to be in the range of two to four percent and four to six
percent for the second half of the year, prior to the inclusion of any revenues
from the recently announced plan to acquire Danka Services International.
Excluding restructuring charges, diluted earnings per share from continuing
operations are expected to be in the range of 58 to 59 cents for the second
quarter 2001 and $2.35 to $2.37 for the full year.
First quarter 2001 revenue included $471.5 million from sales, up seven
percent from $441.2 million in the first quarter of 2000; $368.0 million from
rentals and financing, down three percent from $380.7 million; and $126.9
million from support services, up three percent from $122.9 million. Income from
continuing operations for the period was $103.9 million, or 42 cents per diluted
share, or $131.6 million, or 53 cents per diluted share before the restructuring
charge, compared to first-quarter 2000 income from continuing operations of
$133.5 million, or 50 cents per diluted share. First quarter 2001 net income was
$103.9 million or 42 cents per diluted share compared to first quarter 2000 net
income of $146.9 or 55 cents per diluted share. First quarter 2001 net income
did not include any income from discontinued operations, while first quarter
2000 net income included $18.1 million of income from discontinued operations,
or seven cents per diluted share and a $4.7 million charge from an accounting
change or two cents per diluted share.
Pitney Bowes is a $4 billion global provider of integrated mail, messaging
and document management solutions headquartered in Stamford, Connecticut. The
company serves over 2 million businesses of all sizes in more than 130 countries
through dealer and direct operations.
The statements contained in this news release that are not purely
historical are forward-looking statements with the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements may be identified by their use of forward-looking terminology
such as the words "expects," "anticipates," "intends" and other similar words.
Such forward-looking statements include, but are not limited to, statements
about possible restructuring charges and our future guidance, including our
expected revenue in the second quarter and full year 2001, and our expected
diluted earnings per share from continuing operations for the second quarter and
for the full year 2001. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not limited to: severe
adverse changes in the economic environment, timely development and acceptance
of new products or gaining product approval; successful entry into new markets;
changes in interest rates; and changes in postal regulations, as more fully
outlined in the company's 2000 Form 10-K Annual Report filed with the Securities
and Exchange Commission. In addition, the forward-looking statements are subject
to change based on the timing and specific terms of the spin-off and any
announced acquisitions. The forward-looking statements contained in this news
release are made as of the date hereof and we do not assume any obligation to
update the reasons why actual results could differ materially from those
projected in the forward-looking statements.


Note: Consolidated statements of income for the three months ended March
31, 2001 and 2000, and consolidated balance sheets at March 31, 2001, December
31, 2000, and March 31, 2000, are attached.



Pitney Bowes Inc.
Consolidated Statements of Income
---------------------------------
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
---------------------------------
2001 2000
<S> <C> <C>
----------- ----------
Revenue from:

Sales $ 471,472 $ 441,194
Rentals and financing 367,992 380,671
Support services 126,859 122,900
--------- ---------
Total revenue 966,323 944,765
--------- ---------

Costs and expenses:
Cost of sales 278,350 258,094
Cost of rentals and financing 90,833 99,916
Selling, service and administrative 322,903 317,869
Research and development 31,602 29,511
Interest, net 50,585 44,684
Restructuring charge 43,151 -
--------- ---------
Total costs and expenses 817,424 750,074
--------- ---------
Income from continuing operations
before income taxes 148,899 194,691
Provision for income taxes 44,962 61,238
--------- ---------
Income from continuing operations 103,937 133,453
Discontinued operations - 18,100
Cumulative effect of accounting change - (4,683)
--------- ---------
Net income 103,937 146,870
Restructuring charge after-tax 27,617 -
--------- ---------
Net income excluding restructuring charge $ 131,554 $ 146,870
========= =========


Basic earnings per share

Continuing operations $ 0.42 $ 0.51
Discontinued operations - 0.07
Cumulative effect of accounting change - (0.02)
--------- ---------
Net income 0.42 0.56

Restructuring charge 0.11 -
--------- ---------
Net income excluding restructuring charge $ 0.53 $ 0.56
========= =========


Diluted earnings per share

Continuing operations $ 0.42 $ 0.50
Discontinued operations - 0.07
Cumulative effect of accounting change - (0.02)
--------- ---------
Net income 0.42 0.55

Restructuring charge 0.11 -
--------- ---------
Net income excluding restructuring charge $ 0.53 $ 0.55
========= =========
Average common and potential common
shares outstanding 249,760,556 266,033,984
=========== ===========

</TABLE>


<TABLE>
<CAPTION>

Pitney Bowes Inc.
Consolidated Balance Sheets
---------------------------

(Dollars in thousands, except per share data)
(Unaudited) (Unaudited)
03/31/01 12/31/00 03/31/00
Assets ----------- ---------- -----------
- ------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 194,386 $ 198,255 $ 219,063
Short-term investments, at cost which
approximates market 1,572 15,250 19,126
Accounts receivable, less allowances:
03/01 $25,860 12/00 $26,468 03/00 $25,443 323,135 313,510 415,387
Finance receivables, less allowances:
03/01 $43,184 12/00 $44,129 03/00 $43,034 1,539,414 1,592,920 1,617,858
Inventories 184,734 167,969 262,595
Other current assets and prepayments 168,177 145,786 152,870
Net assets of discontinued operations 215,594 193,018 -
---------- ----------- -----------
Total current assets 2,627,012 2,626,708 2,686,899
---------- ----------- -----------
Property, plant and equipment, net 492,749 491,312 484,812
Rental equipment and related inventories, net 586,340 620,841 797,301
Property leased under capital leases, net 2,098 2,303 2,800
Long-term finance receivables, less allowances:
03/01 $53,681 12/00 $53,222 03/00 $59,089 1,916,666 1,980,876 2,010,562
Investment in leveraged leases 1,169,389 1,150,656 987,297
Goodwill, net of amortization:
03/01 $60,423 12/00 $58,658 03/00 $56,628 219,859 203,447 229,180
Other assets 647,814 612,760 612,005
Net assets of discontinued operations 211,726 212,363 -
---------- ----------- -----------
Total assets $7,873,653 $7,901,266 $7,810,856
========== =========== ===========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $1,004,469 $ 995,283 $ 903,565
Income taxes payable 264,379 262,125 262,153
Notes payable and current portion of
long-term obligations 1,229,189 1,277,941 974,370
Advance billings 339,297 346,228 380,620
----------- ----------- -----------
Total current liabilities 2,837,334 2,881,577 2,520,708
----------- -----------

Deferred taxes on income 1,240,225 1,226,597 1,122,865
Long-term debt 1,911,636 1,881,947 2,037,860
Other noncurrent liabilities 321,913 316,170 331,985
----------- ----------- ----------
Total liabilities 6,311,108 6,306,291 6,013,418
----------- ----------- ----------
Preferred stockholders' equity in a
subsidiary company 310,000 310,000 310,000

Stockholders' equity:
Cumulative preferred stock, $50 par value,
4% convertible 29 29 29
Cumulative preference stock, no par value,
$2.12 convertible 1,695 1,737 1,809
Common stock, $1 par value 323,338 323,338 323,338
Capital in excess of par value 7,972 10,298 13,479
Retained earnings 3,798,924 3,766,995 3,509,010
Accumulated other comprehensive income (135,815) (139,434) (91,805)
Treasury stock, at cost (2,743,598) (2,677,988) (2,268,422)
----------- ----------- -----------
Total stockholders' equity 1,252,545 1,284,975 1,487,438
----------- ----------- -----------
Total liabilities and stockholders' equity $7,873,653 $7,901,266 $7,810,856
=========== =========== ===========

</TABLE>
<TABLE>
<CAPTION>


Pitney Bowes Inc.
Revenue and Operating Profit
By Business Segment
March 31, 2001
(Unaudited)

(Dollars in thousands)
%
2001 2000 Change
------------ ----------------- ------
<S> <C> <C> <C>
First Quarter
- -------------
Revenue
-------
Global Mailing $ 692,736 $ 698,051 (1%)
Enterprise Solutions 230,590 201,537 14%
--------- --------- ------
Total Messaging Solutions 923,326 899,588 3%
--------- --------- ------

Capital Services 42,997 45,177 (5%)
--------- --------- ------

Total Revenue $ 966,323 $ 944,765 2%
========= ========= ======

Operating Profit (1)
--------------------

Global Mailing $ 207,171 $ 197,177 5%
Enterprise Solutions 18,819 14,695 28%
--------- --------- ------
Total Messaging Solutions 225,990 211,872 7%
--------- --------- ------

Capital Services 14,705 13,121 12%
--------- --------- ------

Total Operating Profit $ 240,695 $ 224,993 7%
========= ========= ======


<FN>

(1) Operating profit excludes general corporate expenses, income taxes and net interest
other than that related to finance operations.
</FN>
</TABLE>