PITNEY BOWES INC /DE/
8-K, 2000-01-31
OFFICE MACHINES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                   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): January 27, 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 January 27, 2000,  regarding its financial
results  for  the  period  ended  December  31,  1999,  including   consolidated
statements  of income and selected  segment data for the three and twelve months
ended  December 31, 1999 and 1998, and  consolidated  balance sheets at December
31, 1999, September 30, 1999 and December 31, 1998, 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 January 27, 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.




January 31, 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 RECORD FOURTH QUARTER
                              AND YEAR-END RESULTS

Fourth Quarter 1999
- -------------------
      18% Growth in Diluted EPS from Continuing Operations to 66 cents
      7% Revenue Growth to $1.19 Billion
      14.9% Income from Continuing Operations Margin

Full-Year 1999
- --------------
      13% Growth in Diluted EPS from Net Income to $2.34
      8% Revenue Growth to $4.43 Billion
      Operating Profit Exceeds $1 Billion for the First Time on 15% Growth
      Nearly $1 Billion in Cash Generated from Operations


Stamford,  Conn.,  January  27,  2000 -- Pitney  Bowes  Inc.  (NYSE:  PBI) today
announced record fourth-quarter  performance featuring a seven-percent  increase
in revenue to $1.19  billion  up from  $1.11  billion in 1998 and an  18-percent
increase in diluted  earnings per share from continuing  operations to 66 cents.
Income from continuing  operations rose 15 percent to $177.1 million. Net income
grew nine  percent to $178.1  million  and  diluted  earnings  per share grew 13
percent.
      The Company additionally reported record 1999 performance,  which included
an eight-percent increase in full-year revenue to $4.43 billion and a 25 percent
increase in diluted  earnings  per share from  continuing  operations  to $2.42.
Full-year income from continuing  operations rose 22 percent from the prior year
to $659.2 million.  The full-year  results  include the one time,  after-tax net
settlement of $29.5 million  received from the U.S.  Postal Service in the third
quarter of 1999.  Diluted  earnings  per share  from net  income,  increased  13
percent to $2.34 on income of $636.2 million, which is an increase of 10 percent
above the prior year.  Cash generated  from  operations was $981 million for the
year, a 27 percent increase over 1998.

<PAGE>
                                       (2)

      The Company also announced that it has received approximately $490 million
from  the  sale  of its  mortgage  servicing  subsidiary,  Atlantic  Mortgage  &
Investment  Corporation  (AMIC) to ABN AMRO North America,  which closed earlier
this month.  Financial  results for 1999 and 1998 have been  restated to exclude
AMIC from continuing operations.
      Pitney  Bowes  Chairman and CEO,  Michael J.  Critelli,  commented,  "I am
pleased that our focus on customers' messaging needs yielded yet another year of
strong revenue growth and the fifth  consecutive  year of  double-digit  diluted
earnings per share growth from continuing  operations.  By extending our product
offerings  with  value-added  software and services and  improving  the customer
experience by  redesigning  our business  processes,  we continue to enhance the
return  on the  assets  deployed  in  the  business.  The  resulting  cash  from
operations,  when  combined  with the $490 million  from the sale of AMIC,  will
provide us with additional flexibility as we invest for growth in 2000."
      Turning to the quarter, Mr. Critelli noted, "Our success has not only been
driven by having superior  products and services that meet customers'  messaging
needs,  but also by our  investment in  web-enabling  systems and processes that
help  to  improve  customer  acquisition,   sales  effectiveness  and  operating
productivity.  As a result of these and other initiatives,  net margins improved
when compared to the previous year, and we expect this trend to continue."
      As  previously  announced,  the Company is in the midst of an 11.6 million
share repurchase  program.  During the fourth quarter,  the Company  repurchased
approximately  1.5  million  shares on the open  market,  bringing  the total to
approximately 7.4 million shares repurchased throughout 1999. Additionally,  the
Board of Directors implemented two actions to enhance total shareholder value:
  o An 11.8 percent increase in the dividend on common stock to $1.14 per share,
    marking the eighteenth consecutive year of double-digit increases
  o An additional  authorization  to  repurchase  four million  shares of common
    stock for a total authorization of 8.2 million shares

<PAGE>

                                      (3)

      The Mailing and Integrated Logistics Segment includes revenues and related
expenses from the rental,  sale and financing of mailing and shipping equipment,
related  supplies and service,  and software.  Mailing and Integrated  Logistics
revenue  grew  eight  percent  in the  quarter  with a 19  percent  increase  in
operating profit.
      Once again, the demand for software-enabled production mail systems, which
process complex marketing,  statement and billing applications,  helped fuel the
revenue  growth for the sector.  International  results  were also strong as the
Company benefited from meter migration  opportunities related to Euro conversion
in Germany  and  technology  transition  opportunities  in Canada and the United
Kingdom.  Customers  continued  to take  advantage of the  attractive  financial
alternatives  offered them as part of a complete  solution  for their  messaging
needs.  They can gain  easy  access  to  postage  24 hours a day,  7 days a week
through Postage-by-Phone(TM) and pay for postage through credit products such as
Purchase  PowerSM,  or  advance  deposit,  interest-paying  accounts  via Postal
PrivilegeSM.
      The Office  Solutions  Segment  includes  Pitney Bowes Office  Systems and
Pitney Bowes  Management  Services.  Fourth quarter  performance in this segment
included  three-percent  revenue  growth and a six-percent  decline in operating
profit. Excluding the impact of currency,  operating profit would have grown two
percent.  The  segment's  operating  profit was impacted by the recent sharp and
rapid  rise in the value of the yen,  the  longer  selling  cycles  of  national
accounts,  and the costs  associated  with  transitioning  to  renting  copiers,
consistent with our strategy of acquiring  Fortune 1000 customers.  In fact, the
Company  recently  added  copier as a preferred  supplier to three  Fortune 1000
companies.
      During the quarter,  Pitney Bowes Management Services (PBMS) revenues were
flat while operating profits increased at a double-digit percentage rate, driven
by programs  designed to improve the  profitability of customer  contracts while
increasing  service levels.  In the fourth quarter,  PBMS booked its highest net
new business since the third quarter of 1998.
      Office  Systems,  featuring the copier and facsimile  product lines,  grew
revenues  four percent for the quarter.  The copier  business  posted  excellent
rental  revenue  growth as the business  continued  the  transition  to digital,
networked  solutions  and a focus on selling  to  national  and major  accounts.
Ongoing  price  pressures  in the market and lower  supplies  revenues  impacted
facsimile revenues.

<PAGE>
                                      (4)

      The Capital  Services  Segment  includes  primarily  asset- and  fee-based
income  generated  by large ticket  external  assets.  During the  quarter,  the
segment's  revenue  increased by 16 percent while its operating profit decreased
by six percent. The Company continued its strategic shift to fee-based income by
lowering the asset base.  Excluding the Capital Services Segment,  the Company's
revenue also grew seven percent for the quarter.
      Commenting on the year, Mr. Critelli  stated,  "1999 was an excellent year
of profitability  and growth where Pitney Bowes benefited from strong demand for
a wide variety of products and services  that help  businesses of all sizes meet
their mail and messaging needs.  The Paragon(TM) and Galaxy(TM)  multifunctional
mail  finishing  systems  were in high  demand  by mid- to  high-volume  mailers
looking for  enhanced  operational  efficiency.  The  customer  acquisition  and
retention needs of businesses of all kinds, including  e-businesses,  stimulated
the demand for targeted direct  marketing  mail.  Mailers at the high-end of the
market turned to the  customized  software,  equipment  and systems  integration
services  provided  by  our  Production  Mail  and  Document  Factory  Solutions
business.  We  provide  that same  ability  to  produce  professional,  tailored
one-to-one  marketing  documents for the mid-volume user through our unique Mail
Creation  solutions  such as the  DocuMatch(TM),  a networked,  integrated  mail
preparation system.
      "Additionally,   our  shipping  and  logistics  business  has  experienced
superior growth in revenue and operating  profit because of the growing needs of
all businesses, including e-tailers, to select and manage the most efficient and
cost-effective way to fulfill customer orders.
      "Our  international  operations  enjoyed  excellent  growth in revenue and
profitability during the year led by focused sales management and cost controls,
plus meter migration mandates in several countries.
      "As a  result,  during  the past  year  Pitney  Bowes was able to grow its
revenue by eight  percent,  its  operating  profit by 15 percent  and deliver 19
percent growth in diluted  earnings per share from continuing  operations,  even
when the $29.5 million net after-tax  settlement with the U.S. Postal Service is
excluded."
      Mr.  Critelli  concluded,  "Looking  toward 2000, we will benefit not only
from the drivers of growth in 1999,  but from the  explosive  growth of the 'new
economy.'  E-commerce  and the Internet  are  expanding  customers'  options for
business  transactions,  adding e-tail to traditional retail  transactions.  The
opportunity is to participate  in both a greater  volume of  transactions  and a
greater part of the  transaction  cycle,  from  customer  acquisition/retention,
order fulfillment and product delivery, to bill presentment and payment.

<PAGE>

                                      (5)


      "Our  e-business  initiatives  will leverage the  explosive  growth of the
Internet by creating new revenue opportunities in both the  business-to-business
and business-to-consumer market places, as well as creating efficient e-business
models  which  leverage  our cost  structure.  Central  to  defining  our  total
e-business  strategy  is our  extensive  expertise  in  understanding  the value
proposition for customers in the business  messaging and logistics  marketplace.
PBI is  positioned to be a significant  participant  in the  commercially-viable
segments  of  these  emerging   markets  by  employing  the  following   guiding
principles:
   o PBI will web-enable all of our two million plus customers
   o PBI will achieve seamless  interaction with our customers  through multiple
     distribution channels and touch points
   o PBI  will  approach  developing segments  utilizing  a scalable  investment
     strategy
   o PBI  will leverage  the four critical  components  that  spell  competitive
     success on the Internet
     - Customer Base
     - Brand Recognition
     - Intellectual Property
     - Investment Capital
      "New and developing  e-commerce companies must use significant  investment
capital to grow customer base, build brand  recognition and develop  technology.
Pitney  Bowes will exploit its already  substantial  advantage in these areas to
compete and win in targeted market segments.
      "In summary,  the transaction  cycle is changing the new e-commerce world,
but properly positioned  companies like Pitney Bowes can use these opportunities
to enrich product and services offerings."
      Fourth quarter 1999 revenue  included  $594.0  million from sales,  up six
percent from $562.2 million in the fourth  quarter of 1998;  $451.6 million from
rentals and  financing,  up 10 percent from $411.3  million;  and $142.5 million
from support services, up five percent from $135.8 million.
      Fourth quarter 1999 net income was $178.1 million, or 66 cents per diluted
share, compared to $163.1 million, or 59 cents per diluted share, in 1998. There
was no income from AMIC in the fourth  quarter 1999  compared to $8.5 million in
net income, or three cents per diluted share, in 1998.

<PAGE>

                                      (6)


      For the full year, revenue was $4.43 billion,  up eight percent from $4.09
billion in 1998; and net income in 1999 was $636.2 million, or $2.34 per diluted
share,  compared to $576.4 million, or $2.06 per diluted share in 1998. The full
year  net  income  included  $22.9  million  in  net  losses  from  discontinued
operations,  or eight cents per diluted share,  compared to $33.9 million in net
income or twelve cents per diluted share, in 1998.

      Pitney  Bowes  is  a  global  provider  of  informed  mail  and  messaging
management. For more information about the Company visit www.pitneybowes.com.
                                                         --------------------
      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 1998
Form 10-K Annual Report and  subsequent  Form 8-K current  report filed with the
Securities and Exchange Commission.

                                           # # #

Note:  Consolidated  statements  of income for the three and twelve months ended
December  31, 1999 and 1998,  and  consolidated  balance  sheets at December 31,
1999, September 30, 1999 and December 31, 1998 are attached.




<PAGE>


                                Pitney Bowes Inc.
                        Consolidated Statements of Income
                        ---------------------------------

<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
                                                           (Unaudited)
                                                   Three Months Ended December 31,        Twelve Months Ended December 31,
                                                ------------------------------------    ------------------------------------
                                                         1999                  1998              1999                  1998
                                                --------------        --------------    --------------       ---------------
<S>                                              <C>                   <C>              <C>                   <C>
Revenue from:
    Sales                                        $    593,953          $    562,236     $   2,180,255         $   1,993,546
    Rentals and financing                             451,618               411,341         1,696,952             1,581,866
    Support services                                  142,456               135,788           555,401               515,503
                                                --------------        --------------    --------------       ---------------
            Total revenue                           1,188,027             1,109,365         4,432,608             4,090,915
                                                --------------        --------------    --------------       ---------------

Costs and expenses:
    Cost of sales                                     316,564               298,918         1,220,124             1,146,404
    Cost of rentals and financing                     123,487               109,380           469,912               419,123
    Selling, service and administrative               409,727               396,261         1,519,349             1,443,080
    Research and development                           30,193                27,411           108,900               100,806
    Other income                                            -                     -           (49,574)                    -
    Interest, net                                      45,631                41,689           179,325               156,898
                                                --------------        --------------    --------------       ---------------

           Total costs and expenses                   925,602               873,659         3,448,036             3,266,311
                                                --------------        --------------    --------------       ---------------

Income from continuing operations
    before income taxes                               262,425               235,706           984,572               824,604

Provision for income taxes                             85,322                81,121           325,413               282,092
                                                --------------        --------------    --------------       ---------------

Income from continuing operations                     177,103               154,585           659,159               542,512
Discontinued operations                                 1,020                 8,519           (22,947)               33,882
                                                --------------        --------------    --------------       ---------------

Net income                                       $    178,123          $    163,104      $    636,212         $     576,394
                                                ==============        ==============    ==============       ===============

Basic earnings per share
    Continuing operations                        $       0.67          $       0.57      $       2.47         $        1.98
    Discontinued operations                                 -                  0.03             (0.09)                 0.12
                                                --------------        --------------    --------------       ---------------
    Net income                                   $       0.67          $       0.60      $       2.38         $        2.10
                                                ==============        ==============    ==============       ===============

Diluted earnings per share
    Continuing operations                        $       0.66          $       0.56      $       2.42         $        1.94
    Discontinued operations                                 -                  0.03             (0.08)                 0.12
                                                --------------        --------------    --------------       ---------------
    Net income                                   $       0.66          $       0.59      $       2.34         $        2.06
                                                ==============        ==============    ==============       ===============

Average common and potential common
    shares outstanding                            268,775,741           276,722,479       272,006,143           279,656,603
                                                ==============        ==============    ==============       ===============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


(Dollars in thousands, except per share data)

                                                                           (Unaudited)
Assets                                                        12/31/99         9/30/99          12/31/98
- ------                                                     -----------     -----------       -----------
<S>                                                         <C>             <C>               <C>
Current assets:
     Cash and cash equivalents                             $   254,270     $   152,057       $   125,684
     Short-term investments, at cost which
         approximates market                                     2,414             873             3,302
     Accounts receivable, less allowances:
         12/99 $28,716  9/99 $25,493  12/98 $24,665            432,224         404,720           382,406
     Finance receivables, less allowances:
         12/99 $48,056  9/99 $43,147  12/98 $51,232          1,779,696       1,560,641         1,400,786
     Inventories                                               257,452         242,678           266,734
     Other current assets and prepayments                      128,662         131,433           330,051
     Net assets of discontinued operations                     487,856         137,869                 -
                                                           -----------     -----------       -----------

           Total current assets                              3,342,574       2,630,271         2,508,963
                                                           -----------     -----------       -----------

Property, plant and equipment, net                             484,181         473,558           477,476
Rental equipment and related inventories, net                  810,788         825,946           806,585
Property leased under capital leases, net                       11,140           3,097             3,743
Long-term finance receivables, less allowances:
         12/99 $56,665  9/99 $57,197  12/98 $79,543          1,907,431       1,925,891         1,999,339
Investment in leveraged leases                                 969,589         979,910           827,579
Goodwill, net of amortization:
         12/99 $54,848  9/99 $53,057  12/98 $47,514            226,764         227,507           222,980
Other assets                                                   470,205         495,998           814,374
Net assets of discontinued operations                                -         319,248                 -
                                                           -----------     -----------       -----------

Total assets                                               $ 8,222,672     $ 7,881,426       $ 7,661,039
                                                           ===========     ===========       ===========

Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
     Accounts payable and accrued liabilities              $   915,826     $   825,622       $   898,548
     Income taxes payable                                      255,201         230,347           194,443
     Notes payable and current portion of
         long-term obligations                               1,320,332       1,315,316         1,259,193
     Advance billings                                          381,405         374,512           369,628
                                                           -----------     -----------       -----------

           Total current liabilities                         2,872,764       2,745,797         2,721,812
                                                           -----------     -----------       -----------

Deferred taxes on income                                     1,082,019       1,061,686           920,521
Long-term debt                                               1,997,856       1,847,808         1,712,937
Other noncurrent liabilities                                   334,423         348,292           347,670
                                                           -----------     -----------       -----------

           Total liabilities                                 6,287,062       6,003,583         5,702,940
                                                           -----------     -----------       -----------

Preferred stockholders' equity in a
     subsidiary company                                        310,000         310,000           310,097

Stockholders' equity:
     Cumulative preferred stock, $50 par value,
         4% convertible                                             29              29                34
     Cumulative preference stock, no par value,
         $2.12 convertible                                       1,841           1,901             2,031
     Common stock, $1 par value                                323,338         323,338           323,338
     Capital in excess of par value                             17,382          10,330            16,173
     Retained earnings                                       3,437,185       3,326,639         3,073,839
     Accumulated other comprehensive income                    (93,015)        (93,456)          (88,217)
     Treasury stock, at cost                                (2,061,150)     (2,000,938)       (1,679,196)
                                                           -----------     -----------       -----------

           Total stockholders' equity                        1,625,610       1,567,843         1,648,002
                                                           -----------     -----------       -----------

Total liabilities and stockholders' equity                 $ 8,222,672     $ 7,881,426       $ 7,661,039
                                                           ===========     ===========       ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                Pitney Bowes Inc.
                          Revenue and Operating Profit
                               By Business Segment
                                December 31, 1999
                                   (Unaudited)
(Dollars in thousands)
                                                                            %
                                            1999            1998         Change
                                        -------------   -------------   --------
<S>                                       <C>             <C>               <C>
Fourth Quarter
- --------------

     Revenue
     -------

     Mailing and Integrated Logistics     $  808,923      $  746,382         8%
     Office Solutions                        322,615         314,427         3%
     Capital Services                         56,489          48,556        16%
                                        -------------   -------------   --------

          Total Revenue                   $1,188,027      $1,109,365         7%
                                        =============   =============   ========

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

     Mailing and Integrated Logistics     $  225,125      $  188,408        19%
     Office Solutions                         61,710          65,626        (6%)
     Capital Services                         18,253          19,402        (6%)
                                        -------------   -------------   --------

          Total Operating Profit          $  305,088      $  273,436        12%
                                        =============   =============   ========



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


<PAGE>
<TABLE>
<CAPTION>

                                Pitney Bowes Inc.
                          Revenue and Operating Profit
                               By Business Segment
                                December 31, 1999
                                   (Unaudited)
(Dollars in thousands)
                                                                            %
                                            1999            1998         Change
                                        -------------   -------------   --------
<S>                                       <C>             <C>               <C>
Year Ended December 31
- ----------------------

     Revenue
     -------

     Mailing and Integrated Logistics     $2,991,449      $2,707,044        11%
     Office Solutions                      1,266,011       1,216,007         4%
     Capital Services                        175,148         167,864         4%
                                        -------------   -------------   --------

          Total Revenue                   $4,432,608      $4,090,915         8%
                                        =============   =============   ========

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

     Mailing and Integrated Logistics     $  798,377      $  660,740        21%
     Office Solutions                        241,437         235,156         3%
     Capital Services                         51,127          51,431        (1%)
                                        -------------   -------------   --------

          Total Operating Profit          $1,090,941      $  947,327        15%
                                        =============   =============   ========



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


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