PITNEY BOWES INC /DE/
8-K, 2000-07-21
OFFICE MACHINES, NEC
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                                 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): July 18, 2000



                                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

<PAGE>

Item 5 - Other Events.

     The registrant's press release dated July 18, 2000, regarding its financial
results for the period ended June 30, 2000, including consolidated statements of
income and  selected  segment  data for the three and six months  ended June 30,
2000 and 1999, and consolidated  balance sheets at June 30, 2000, March 31, 2000
and June 30, 1999, are attached.

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 July 18, 2000.



                                   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.


July 21, 2000




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



                                 /s/ A. F. Henock
                                 ------------------------------------------
                                 A. F. Henock
                                 Vice President - Controller
                                 and Chief Tax Counsel
                                 (Principal Accounting Officer)



<PAGE>
                                      (1)
                                                                       Exhibit 1

                PITNEY BOWES REPORTS SECOND QUARTER EARNINGS
                --------------------------------------------
      Highlights:
    o   22nd Consecutive Quarter of Double-Digit Earnings Per Share Growth
    o   Approximately $160 Million in Free Cash Flow
    o   Repurchase of 5.4 Million Shares During the Quarter

Stamford,  Conn.,  July 18, 2000 - Pitney Bowes Inc. (NYSE: PBI ) today reported
second quarter results that included  diluted earnings per share from continuing
operations  of 64 cents,  an 11%  increase and the 22nd  consecutive  quarter of
double-digit  growth.  Revenue in the quarter  grew five percent to $1.2 billion
and income from continuing operations rose five percent to $166.0 million.
      Pitney Bowes  Chairman and Chief  Executive  Officer  Michael J.  Critelli
commented  on the  second  quarter  results:  "We are  pleased  with what  we've
accomplished  this quarter.  Our Office  Solutions  segment  reported its fourth
consecutive quarter of higher year-over-year  revenue growth. In particular,  we
experienced continued improvement in revenue growth in our copier and management
services  businesses.  Our  Mailing  and  Integrated  Logistics  (MAIL)  segment
reported  six  percent  revenue  growth  despite  unfavorable  foreign  currency
impacts. We achieved these results against a difficult  comparison to the second
quarter 1999, which included the benefits of meter migration."

<PAGE>
                                      (2)

      The Mailing and  Integrated  Logistics  Segment  includes the revenues and
related  expenses  from the rental,  sale and  financing of mailing and shipping
equipment,  related  supplies and services,  and software.  As noted above,  the
segment  revenue grew six percent and its operating  profit grew 15 percent,  in
line  with our  first  quarter  performance.  Operating  profit  benefited  from
improving rental and financing margins in our core mail finishing business.
      The higher  growth  components  of the MAIL segment are  producing  strong
results. In particular,  our International  Mailing operations continued to reap
the  benefits  of the  growth  strategy:  increasing  market  share;  developing
existing  and new  markets;  increasing  the value of business  per customer and
expanding the customer base. The success of these strategies,  plus ongoing cost
controls,  resulted in another quarter of U.S. dollar-based double-digit revenue
growth and even greater operating profit growth.
      Worldwide  production mail revenues also continued its double-digit growth
trend, as large volume mailers turn to Pitney Bowes software-based solutions for
enhanced functionality, speed and accuracy.
      The Office  Solutions  Segment  includes  Pitney Bowes Office  Systems and
Pitney Bowes  Management  Services.  Marking the fourth  consecutive  quarter of
improved  revenue growth and the highest growth since the first quarter of 1999,
second quarter revenue grew five percent in the segment,  while operating profit
declined nine percent.
      Office Systems' revenue grew six percent,  while operating profit declined
due to adverse currency impacts and ongoing strategic business initiatives.  The
relative  value  of the Yen and  margin  impacts  associated  with  the  ongoing
transition to a rental revenue model for large  national  accounts in the copier
business  negatively  impacted  operating  profit.  Strong copier rental revenue
growth  demonstrates  success of the company's strategy and its ability to place
copier fleets in national  accounts by leveraging its established  relationships
between corporations and its facsimile account teams.
     Pitney Bowes Management  Services delivers advanced mailing,  reprographic,
document  management  and other  high  value  outsourcing  services  to  leading
financial,  legal and  technology  firms.  Its  strategy to pursue  disciplined,
profitable  growth once again produced  substantially  higher  operating  profit
growth as  year-over-year  revenue growth increased by five percent.  The unit's
strategy has resulted in enhanced customer service and also led to a substantial
improvement in net new written business versus the prior year.

<PAGE>
                                      (3)

      Total  Messaging  Solutions,  the combined  results of the MAIL and Office
Solutions  segments,  reported  six percent  growth in revenue and nine  percent
growth in operating profit.
      The Capital  Services  Segment  includes  primarily  asset- and  fee-based
income  generated by large ticket  non-core  asset  transactions.  This quarter,
consistent with the company's stated strategy to concentrate on fee-based income
opportunities,  the segment's  revenue decreased eight percent and its operating
profit decreased 13 percent.
      Mr. Critelli  continued,  "Striking a strategic  balance through carefully
managing our substantial  recurring revenue base,  enhancing our growth-oriented
businesses  and  making  focused  investments  for the  future,  we were able to
generate  approximately  $160 million in free cash flow during the  quarter.  We
expect to generate similar levels of free cash flow in the future, which will be
used for investments, dividends and share repurchases.
      "We continued to enhance our future  revenue growth  opportunities  during
the quarter  through  additional  investments  of  approximately  $25 million in
Internet and other new business initiatives. In fact, in addition to growing our
investment,  we were still able to reduce  selling,  service and  administrative
expenses as a percent of revenue by 20 basis points during the quarter."
      "During the second  quarter,  we completed  the  repurchase of 3.6 million
shares  remaining  under an  authorization  to repurchase  8.2 million shares of
common shares outstanding. In addition, we repurchased 1.8 million shares during
the quarter, under a subsequent authorization to buy up to $300 million worth of
shares of common  stock.  This  resulted in a total of 5.4 million  shares being
repurchased  during the quarter  and 10 million  shares  repurchased  during the
first half of 2000.
     Mr.  Critelli  concluded,  "Pitney  Bowes has an extremely  sound  business
foundation  that allows us to invest for growth in the future and we continually
improve  that  foundation.  An example of this is the recent  sale of our credit
card portfolio.  During the quarter, the company,  through its subsidiary Pitney
Bowes  Credit  Corporation,  announced  a  strategic  alliance  under which U.S.
Bancorp acquired and will service the PitneyWorksSM  Business  RewardsSM Visa(R)
and Business  Visa(R) card  portfolios.  This alliance expands Pitney Bowes' and
U.S.  Bank's  capabilities  to  capture a  greater  share of the  growing  small
business  market.  While the revenue and operating  profit  associated with this
transaction  were not  material  to second  quarter  2000  results,  the ongoing
alliance  with U.S.  Bank will allow us to greatly  expand the  availability  of
these credit products while  minimizing the amount of capital  committed to this
effort."

<PAGE>
                                      (4)

      Second quarter 2000 revenue  included  $571.5 million from sales,  up five
percent from $546.4 million in the second  quarter of 1999;  $443.8 million from
rentals and financing,  up six percent from $418.8  million;  and $145.7 million
from support services, up four percent from $140.3 million.
      Second quarter 2000 net income was $166.0 million, or 64 cents per diluted
share,  compared  to $129.7  million,  or 48 cents per diluted  share,  in 1999.
Second quarter 1999 net income included a $27.7 million net after-tax charge, or
10 cents per diluted share related to discontinued operations.
      For the six-month period ended June 30, 2000,  revenue was $2.263 billion,
up five percent from $2.155  billion in 1999;  and net income in 2000 was $317.5
million, or $1.21 per diluted share, compared to $272.0 million, or 99 cents per
diluted  share in 1999.  The  year-to-date  net income for 1999 included a $24.0
million net after-tax charge, or nine cents per diluted share, from discontinued
operations.
      Pitney Bowes is a global provider of total messaging solutions.

The forward-looking  statements contained in this news release involve risks and
uncertainties,  and are  subject to change  based on various  important  factors
including  timely  development  and acceptance of new products,  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 1999 Form
10-K Annual Report filed with the Securities and Exchange Commission.
                                      # # #
Note:  Consolidated statements of income for the three and six months ended June
30, 2000 and 1999 and  consolidated  balance sheets at June 30, 2000,  March 31,
2000, and June 30, 1999 are attached.

<PAGE>

                                Pitney Bowes Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)

                                            Three Months Ended June 30,    Six Months Ended June 30,
                                          ------------------------------  ----------------------------
                                                   2000            1999           2000           1999
                                          -------------- ---------------  ------------- --------------
<S>                                          <C>             <C>           <C>          <C>
Revenue from:
   Sales                                   $    571,538   $     546,370   $  1,091,580  $   1,056,752
   Rentals and financing                        443,801         418,773        879,967        824,498
   Support services                             145,695         140,289        291,454        273,506
                                          -------------- ---------------  ------------- --------------
          Total revenue                       1,161,034       1,105,432      2,263,001      2,154,756
                                          -------------- ---------------  ------------- --------------

Costs and expenses:
   Cost of sales                                321,814         306,351        622,647        603,070
   Cost of rentals and financing                119,598         117,443        241,209        228,376
   Selling, service and administrative          389,763         373,132        768,076        734,160
   Research and development                      30,528          27,698         60,039         53,602
   Interest, net                                 53,361          46,938        100,523         92,438
                                          -------------- ---------------  -------------  -------------

          Total costs and expenses              915,064         871,562      1,792,494      1,711,646
                                          -------------- ---------------  -------------  -------------

Income from continuing operations
   before income taxes                          245,970         233,870        470,507        443,110

Provision for income taxes                       80,013          76,462        152,997        147,131
                                          -------------- ---------------  -------------  -------------

Income from continuing operations               165,957         157,408        317,510        295,979
Loss from discontinued operations                     -         (27,667)             -        (23,967)
                                          -------------- ---------------  -------------  -------------

Net income                                 $    165,957    $    129,741   $    317,510       $272,012
                                          ============== ===============  =============  =============

Basic earnings per share
   Continuing operations                   $       0.64    $       0.58   $       1.22   $       1.10
   Discontinued operations                            -           (0.10)             -          (0.09)
                                          -------------- ---------------  -------------  -------------
   Net income                              $       0.64    $       0.48   $       1.22   $       1.01
                                          ============== ===============  =============  =============

Diluted earnings per share
   Continuing operations                   $       0.64    $       0.58   $       1.21   $       1.08
   Discontinued operations                            -           (0.10)             -          (0.09)
                                          -------------- ---------------  -------------  -------------
   Net income                              $       0.64    $       0.48   $       1.21   $       0.99
                                          ============== ===============  =============  =============

Average common and potential common
   shares outstanding                       259,702,184     273,016,885    262,624,456    274,073,691
                                          ============== ===============  =============  =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                Pitney Bowes Inc.
                           Consolidated Balance Sheets
                                   (Unaudited)
                                   -----------
(Dollars in thousands, except per share data)

Assets                                                          6/30/00            3/31/00         6/30/99
------                                                      -----------        -----------     -----------
<S>                                                         <C>                <C>             <C>
Current assets:
     Cash and cash equivalents                              $   296,695        $   219,063     $   132,693
     Short-term investments, at cost which
         approximates market                                      2,811             19,126             949
     Accounts receivable, less allowances:
          6/00 $25,767  3/00 $25,443  6/99 $24,983              435,749            423,192         416,302
     Finance receivables, less allowances:
          6/00 $40,927  3/00 $43,034  6/99 $48,642            1,431,588          1,617,858       1,498,531
     Inventories                                                260,668            262,595         259,858
     Other current assets and prepayments                       173,013            152,870          83,173
     Net assets of discontinued operations                            -                  -         156,507
                                                            -----------        -----------      ----------

          Total current assets                                2,600,524          2,694,704       2,548,013
                                                            -----------        -----------      ----------

Property, plant and equipment, net                              486,140            484,812         467,013
Rental equipment and related inventories, net                   789,369            797,301         842,176
Property leased under capital leases, net                         2,640              2,800           3,269
Long-term finance receivables, less allowances:
          6/00 $58,777  3/00 $59,089  6/99 $76,291            1,983,529          2,010,562       1,954,990
Investment in leveraged leases                                1,043,118            987,297         962,531
Goodwill, net of amortization:
          6/00 $58,426  3/00 $56,628  6/99 $51,425              229,039            229,180         227,874
Other assets                                                    624,830            612,005         454,198
Net assets of discontinued operations                                 -                  -         313,063
                                                            -----------        -----------     -----------

Total assets                                                $ 7,759,189        $ 7,818,661     $ 7,773,127
                                                            ===========        ===========     ===========

Liabilities and stockholders' equity
------------------------------------
Current liabilities:
     Accounts payable and accrued liabilities               $   825,341        $   903,565     $   776,665
     Income taxes payable                                       217,665            265,275         186,279
     Notes payable and current portion of
         long-term obligations                                  956,925            974,370       1,273,197
     Advance billings                                           376,022            380,620         391,103
                                                            -----------        -----------     -----------

           Total current liabilities                          2,375,953          2,523,830       2,627,244
                                                            -----------        -----------     -----------

Deferred taxes on income                                      1,182,766          1,122,865       1,029,923
Long-term debt                                                2,201,591          2,037,860       1,898,942
Other noncurrent liabilities                                    326,588            331,985         352,911
                                                            -----------        -----------     -----------

           Total liabilities                                  6,086,898          6,016,540       5,909,020
                                                            -----------        -----------     -----------
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                                        1,796              1,809           1,945
     Common stock, $1 par value                                 323,338            323,338         323,338
     Capital in excess of par value                              11,067             13,479          11,927
     Retained earnings                                        3,606,430          3,513,693       3,208,052
     Accumulated other comprehensive income                    (114,798)           (91,805)        (85,851)
     Treasury stock, at cost                                 (2,465,571)        (2,268,422)     (1,905,333)
                                                            -----------        -----------     -----------

           Total stockholders' equity                         1,362,291          1,492,121       1,554,107
                                                            -----------        -----------     -----------

Total liabilities and stockholders' equity                  $ 7,759,189        $ 7,818,661     $ 7,773,127
                                                            ===========        ===========     ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               Pitney Bowes Inc.
                          Revenue and Operating Profit
                               By Business Segment
                                  June 30, 2000
                                   (Unaudited)

(Dollars in thousands)
                                                                                %
                                             2000             1999           Change
                                          ------------     ------------     ----------
<S>                                         <C>             <C>                    <C>
Second Quarter
--------------

     Revenue
     -------

     Mailing and Integrated Logistics      $  789,218       $  746,952             6%
     Office Solutions                         333,615          316,753             5%
                                          ------------     ------------     ----------
          Total Messaging Solutions         1,122,833        1,063,705             6%
                                          ------------     ------------     ----------

     Capital Services                          38,201           41,727            (8%)
                                          ------------     ------------     ----------

          Total Revenue                    $1,161,034       $1,105,432             5%
                                          ============     ============     ==========

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

     Mailing and Integrated Logistics      $  225,937       $  197,294 (2)        15%
     Office Solutions                          55,287           60,656            (9%)
                                          ------------     ------------     ----------
          Total Messaging Solutions           281,224          257,950             9%
                                          ------------     ------------     ----------

     Capital Services                          11,131           12,784           (13%)
                                          ------------     ------------     ----------

          Total Operating Profit           $  292,355       $  270,734             8%
                                          ============     ============     ==========



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

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


<PAGE>
<TABLE>
<CAPTION>

                                Pitney Bowes Inc.
                          Revenue and Operating Profit
                               By Business Segment
                                  June 30, 2000
                                   (Unaudited)

(Dollars in thousands)
                                                                                %
                                             2000             1999           Change
                                          ------------     ------------     ----------
<S>                                        <C>              <C>                    <C>
Year to Date
------------

     Revenue
     -------

     Mailing and Integrated Logistics      $1,531,059       $1,445,581             6%
     Office Solutions                         657,604          631,333             4%
                                          ------------     ------------     ----------
          Total Messaging Solutions         2,188,663        2,076,914             5%
                                          ------------     ------------     ----------

     Capital Services                          74,338           77,842            (5%)
                                          ------------     ------------     ----------

          Total Revenue                    $2,263,001       $2,154,756             5%
                                          ============     ============     ==========

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

     Mailing and Integrated Logistics      $  422,041       $  368,638 (2)        14%
     Office Solutions                         108,279          119,201            (9%)
                                          ------------     ------------     ----------
          Total Messaging Solutions           530,320          487,839             9%
                                          ------------     ------------     ----------

     Capital Services                          19,692           20,966            (6%)
                                          ------------     ------------     ----------

          Total Operating Profit           $  550,012       $  508,805             8%
                                          ============     ============     ==========



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

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


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