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 18, 2002



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 18, 2002 regarding its financial
results for the period ended March 31, 2002 including consolidated statements of
income and selected segment data for the three months ended March 31, 2002 and
2001, and consolidated balance sheets at March 31, 2002, December 31, 2001 and
March 31, 2001 are attached.

The Company is clarifying the last sentence that appears on page two of its
Notice of 2002 Annual Meeting and Proxy Statement. As originally filed and
mailed, it stated that a broker holding shares in "street" name may vote shares
on all agenda proposal items even without instructions from the beneficial owner
of the shares. The corrected statement is: "Under New York Stock Exchange rules,
if your broker holds your shares in its `street' name, the broker may vote your
shares on proposals 1 and 2 even if it does not receive instructions from you.
Your broker may not vote on proposal 3 unless it receives instructions from
you."

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 18, 2002.

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, 2002


/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)


EXHIBIT 1
---------

FOR IMMEDIATE RELEASE
- ---------------------


PITNEY BOWES MEETS EARNINGS TARGET FOR FIRST QUARTER 2002
---------------------------------------------------------

o Diluted Earnings Per Share of 53 Cents
o Revenue Growth of 9%
o Free Cash Flow of $189 Million Excluding Special Items


STAMFORD, Conn., April 18, 2002 - Pitney Bowes Inc. (NYSE: PBI) today
announced diluted earnings per share of 53 cents for the first quarter, which is
consistent with previous guidance. This compares to 53 cents in 2001, excluding
the impact of a restructuring charge, and 42 cents including the impact of the
restructuring charge.
Revenue grew by nine percent to $1.0 billion. Excluding the impact of
foreign currency, revenue grew 10 percent.
Net income for the first quarter 2002 was $129.5 million and free cash
flow for the quarter was $189 million excluding payments related to special
items from the prior year. Including special items, free cash flow was
$168 million. The company repurchased 1.7 million shares during the quarter,
leaving $228 million of authorization for future share repurchases.
In describing the company's quarterly performance, Pitney Bowes
Chairman and Chief Executive Officer Michael J. Critelli noted, "Our business
delivered results in line with previous guidance, despite the effects of weak
economies across many of our major markets around the world. During the quarter,
some customers continued to delay their new purchase and upgrade decisions,
especially for higher priced equipment. However, while the economic environment
is difficult, it also highlights now more than ever, the value of our integrated
mail and document management solutions for customers of all sizes. In addition,
customers are more aware of the additional security our mailing systems and
outsourcing services can provide to their operations."

(2)

"We are very pleased with the progress we have made integrating our
recent acquisitions into the business and the resulting synergies. During the
quarter, we also significantly enhanced our positioning for long-term growth
with the introduction of several new products from each of our businesses. We
also continued our steady stream of secure, technologically advanced,
cost-effective solutions. Global Mailing introduced two new products to help
businesses process their mail more efficiently: the U580 Mail Processor for the
creation and distribution of professional looking mail, and the OfficeRight(TM)
Mailer which saves time and money by automating envelope-inserting for
low-volume mailings. Pitney Bowes Management Services announced a three-tiered,
secure mail-handling service to match leading-edge technology and expertise with
the customers' desired level of security. Document Messaging Technologies
introduced a new high speed sorter, Olympus(TM) II MT, designed to enhance
efficiency for high-volume pre-sort service bureaus and commercial mail centers,
and received industry analyst Giga Information Group's highest rating for an
electronic presentment and payment solution."
"We also continued to implement improvements in our customer-facing
processes which will enhance our ability to deliver a quality customer
experience while at the same time reducing our cost structure."
Mr. Critelli continued, "Pitney Bowes is about to enter an exciting
phase in both the company's and the mailing industry's history. Later this
month, we will introduce a new family of digital, networked mailing systems that
will for the first time provide all our customers, as well as postal carriers,
with convenient access to valuable postal services and information to help them
manage their mail and document flow more effectively, securely and
cost-efficiently than was ever possible. Our knowledge base, experience,
constant innovation, and infrastructure upgrades make us well positioned to
broaden our participation in the $900 billion mail stream market."

(3)

The Global Mailing Segment includes worldwide revenue 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 increased three percent while operating profit declined one percent.
Excluding revenue from the recent acquisitions of Bell & Howell's international
operations and Secap SA, and foreign currency impacts, Global Mailing revenue
was down one percent when compared to the prior year.
Global Mailing's business in the U.S. faced a similar business
environment as in the fourth quarter. Also, it experienced a shift in product
mix to lower margin products and services, resulting in slightly lower operating
profit.
Within the Global Mailing segment, international mailing's double-digit
revenue growth was supported by recent acquisitions and improving business
trends in the UK. However, international revenues were adversely impacted by
declines in revenue in both Canada and Germany.
The Enterprise Solutions Segment includes Pitney Bowes Management
Services (PBMS) and Document Messaging Technologies (DMT). 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
reported revenue growth of 26 percent and a decline in operating profit of seven
percent.
PBMS reported revenue growth of 37 percent to $234 million when
compared to the prior year, and operating profit growth of 66 percent. Excluding
the revenue from the recent acquisition of Danka Services International (DSI),
PBMS revenue was flat for the quarter. Contraction in the financial services and
technology industries had an adverse impact on PBMS' growth. However, there
continues to be strong interest among many large enterprises for integrated
mailroom and document management services as they seek enhanced operating
efficiencies and security.

(4)

DMT reported revenue of $57 million for the quarter, a decline of three
percent from the prior year, with a substantially greater decline in operating
profit. Slower placements of high margin equipment, an increase in lower margin
service revenue and continued investment in new product development contributed
to the decline in operating profit during the quarter.
Total Messaging Solutions, the combined results of the Global Mailing
and Enterprise Solutions segments, showed a nine percent increase in revenue and
a two percent decline 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 three percent while operating
profit increased 12 percent, which is consistent with the company's ongoing
objective to shift to fee-based transactions.
Compared to the prior year, the company expects revenue growth for the
second quarter of 2002 to be in the range of eight to ten percent and seven to
eight percent for the full year. Diluted earnings per share are expected to be
in the range of 58 to 60 cents for the second quarter 2002 and $2.37 to $2.40
for the full year.
First quarter 2002 revenue included $541.2 million from sales, up 15
percent from $471.5 million in the first quarter of 2001; $370.2 million from
rentals and financing, up one percent from $368.0 million in 2001; and $138.2
million from support services, up nine percent from $126.9 million. Net income
for the period was $129.5 million, or 53 cents per diluted share compared to
first quarter of 2001 net income of $103.9 million or 42 cents per diluted
share. Excluding the impact of the prior year restructuring charge, net income
was $131.6 million or 53 cents per diluted share in the first quarter of 2001.
Management of Pitney Bowes will discuss the company's financial results
in a conference call today scheduled for 5:00 p.m. EDT. Instructions for
listening to the conference call over the WEB are available on the Investor
Relations page of the company's web site at
www.investorrelations.pitneybowes.com.
- -------------------------------------
Pitney Bowes is a $4 billion global provider of integrated mail,
messaging and document management solutions headquartered in Stamford,
Connecticut. For more information about the company, its products, services and
solutions, visit www.pitneybowes.com.
-------------------
(5)

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 2002, and our expected
diluted earnings per share from continuing operations for the second quarter and
for the full year 2002. 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 2001 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 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,
2002 and 2001, and consolidated balance sheets at March 31, 2002, December 31,
2001, and March 31, 2001, are attached.


Pitney Bowes Inc.
Consolidated Statements of Income
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
--------------------------------------
2002 2001
------------------ ------------
<S> <C> <C>

Revenue from:
Sales and management services $ 541,199 $ 471,472
Rentals and financing 370,152 367,992
Support services 138,157 126,859
------------------ -------------

Total revenue 1,049,508 966,323
------------------ ------------

Costs and expenses:
Cost of sales and management services 334,270 278,350
Cost of rentals and financing 90,667 90,833
Selling, service and administrative 356,668 322,903
Research and development 34,069 31,602
Interest, net 45,298 50,585
Restructuring charge - 43,151
------------------ ------------

Total costs and expenses 860,972 817,424
------------------ ------------

Income before income taxes 188,536 148,899

Provision for income taxes 59,019 44,962
------------------ ------------

Net income $ 129,517 $ 103,937
================== ============

Basic earnings per share
Net income $ 0.54 $ 0.42
Restructuring charge - 0.11
------------------ ------------

Net income excluding restructuring charge $ 0.54 $ 0.53
================== ============

Diluted earnings per share
Net income $ 0.53 $ 0.42
Restructuring charge - 0.11
------------------ ------------

Net income excluding restructuring charge $ 0.53 $ 0.53
================== ============

Average common and potential common
shares outstanding 244,288,147 249,760,556
================== =============
</TABLE>

<TABLE>
<CAPTION>



Pitney Bowes Inc.
Consolidated Balance Sheets

(Dollars in thousands, except per share data)
(Unaudited) (Unaudited)
Assets 3/31/02 12/31/01 03/31/01
- ------ --------------- --------------- -------------
<S> <C> <C> <C>

Current assets:
Cash and cash equivalents $ 264,323 $ 231,588 $ 194,386
Short-term investments, at cost which
approximates market 10,545 1,790 1,572
Accounts receivable, less allowances:
3/02 $32,199 12/01 $32,448 3/01 $25,860 394,692 408,414 323,135
Finance receivables, less allowances:
3/02 $64,427 12/01 $61,451 3/01 $43,184 1,598,463 1,601,189 1,539,414
Inventories 172,804 163,012 184,734
Other current assets and prepayments 148,063 150,615 168,177
Net assets of discontinued operations - - 215,594
--------------- ---------------- ---------------

Total current assets 2,588,890 2,556,608 2,627,012
--------------- ---------------- ---------------

Property, plant and equipment, net 537,850 534,595 492,749
Rental equipment and related inventories, net 450,582 472,186 586,340
Property leased under capital leases, net 1,193 1,489 2,098
Long-term finance receivables, less allowances:
3/02 $66,913 12/01 $65,967 3/01 $53,681 1,816,210 1,898,976 1,916,666
Investment in leveraged leases 1,368,729 1,337,282 1,169,389
Goodwill, net of amortization:
3/02 $70,697 12/01 $70,697 3/01 $60,423 668,908 635,873 219,859
Other assets 818,002 881,462 647,814
Net assets of discontinued operations - - 211,726
--------------- --------------- ---------------

Total assets $ 8,250,364 $ 8,318,471 $ 7,873,653
=============== =============== ==============

Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 1,367,091 $ 1,425,809 $ 1,004,469
Income taxes payable 290,024 250,895 264,379
Notes payable and current portion of
long-term obligations 1,452,711 1,072,057 1,229,189
Advance billings 321,264 334,281 339,297
--------------- ---------------- ---------------

Total current liabilities 3,431,090 3,083,042 2,837,334
--------------- ---------------- ---------------

Deferred taxes on income 1,260,820 1,273,593 1,240,225
Long-term debt 2,015,906 2,419,150 1,911,636
Other noncurrent liabilities 347,136 341,331 321,913
--------------- ---------------- ---------------

Total liabilities 7,054,952 7,117,116 6,311,108
--------------- ---------------- ---------------

Preferred stockholders' equity in a
subsidiary company 310,000 310,000 310,000

Stockholders' equity:
Cumulative preferred stock, $50 par value,
4% convertible 24 24 29
Cumulative preference stock, no par value,
$2.12 convertible 1,552 1,603 1,695
Common stock, $1 par value 323,338 323,338 323,338
Capital in excess of par value 2,013 6,979 7,972
Retained earnings 3,716,613 3,658,481 3,798,924
Accumulated other comprehensive income (154,304) (155,380) (135,815)
Treasury stock, at cost (3,003,824) (2,943,690) (2,743,598)
--------------- --------------- --------------

Total stockholders' equity 885,412 891,355 1,252,545
--------------- --------------- --------------

Total liabilities and stockholders' equity $ 8,250,364 $ 8,318,471 $ 7,873,653
=============== =============== ==============

</TABLE>
<TABLE>
<CAPTION>


Pitney Bowes Inc.
Revenue and Operating Profit
By Business Segment
March 31, 2002
(Unaudited)

(Dollars in thousands)
%
2002 2001 (2) Change
-------------- ------------- -----------
<S> <C> <C> <C>
First Quarter
- -------------
Revenue
-------
Global Mailing $ 712,091 $ 688,224 3%
Enterprise Solutions 291,390 230,590 26%

--------------- -------------- -----------
Total Messaging Solutions 1,003,481 918,814 9%
--------------- -------------- -----------

Capital Services 46,027 47,509 (3%)
--------------- -------------- -----------

Total Revenue $ 1,049,508 $ 966,323 9%
=============== ============== ==========

Operating Profit (1)
-------------------
Global Mailing $ 201,581 $ 204,329 (1%)
Enterprise Solutions 17,581 18,819 (7%)

--------------- -------------- ----------
Total Messaging Solutions 219,162 223,148 (2%)
--------------- -------------- ----------

Capital Services 19,707 17,547 12%
--------------- -------------- ----------

Total Operating Profit $ 238,869 $ 240,695 (1%)
=============== ============== ==========
<FN>



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

(2) Prior year amounts have been reclassified to conform with the current year
presentation.
</FN>
</TABLE>