8-K

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

September 12, 2016
Date of Report (Date of earliest event reported)


Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-3579	06-0495050
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

3001 Summer Street
Stamford, Connecticut 06926-0700
(Address of principal executive offices)

(203) 356-5000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. REGULATION FD DISCLOSURE

In connection with fixed-income investor telephone conferences, Pitney Bowes Inc. (the “Company”) is announcing that it intends to cause its subsidiary, Pitney Bowes International Holdings, Inc. (“PBIH”), to redeem all 300,000 outstanding shares of its perpetual voting preferred stock, having an aggregate stated value and liquidation preference of $300,000,000. These shares entitle their holders to cumulative dividends when, as and if declared by PBIH’s board of directors out of legally available funds, at an annual rate of 6.125% of the shares’ stated value through October 29, 2016 and at an annual rate of 9.1875% of the shares’ stated value from October 30, 2016 through April 29, 2017 (or, if earlier, through the business day prior to the date of redemption), subject to further increases if the shares remain outstanding after such time or a covenant default occurs. The shares become redeemable at PBIH’s option on October 30, 2016. PBIH is expected to announce the date by which it intends to redeem such shares at least 30 days in advance. The Company expects to fund the redemption with the proceeds of an issuance of dollar-denominated, intermediate maturity, registered senior unsecured notes, subject to market conditions, together with cash on hand (if applicable).

In addition, the Company hereby provides supplemental information regarding EBIT, EBIT margin, EBITDA, EBITDA margin, free cash flow and revenue excluding divested businesses and currency effects. A copy of this information is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2. of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Supplemental information provided on September 12, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

          Date: September 12, 2016 Pitney Bowes Inc.     By: /s/ Debbie D. Salce Name: Debbie D. Salce Title: Vice President and Treasurer  

EX-99.1

Exhibit 99.1

Reconciliation of Reported Cash Flow from Operations to Free Cash Flow
($ millions)
	2012			2013			2014			2015			2016 H1 TTM
Cash Flow from Operating Activities		$660			$625			$656			$515			$469
Capital expenditures		(177	)		(138	)		(181	)		(166	)		(149	)
Restructuring payments		75			60			56			62			65
(Receipts) payments related to investment divestiture		-			-			(6	)		20			(6	)
Pension plan contribution		95			-			-			-			36
Reserve account deposits		2			(20	)		(16	)		(24	)		(10	)
Acquisition and disposition related expenses		-			-			-			10			-
Tax and other payments on sale of businesses and leveraged lease assets		114			75			-			21			21
Cash transactions fees related to acquisitions and dispositions		-			-			-			18			7
Extinguishment of debt		-			33			62			-			-
Free Cash Flow		$769			$635			$571			$456			$433

Reconciliation of reported revenue to revenue excluding divested businesses and currency
($ millions)
	2015														2014
	SMB Solutions			Enterprise Business			Digital Commerce Solutions			Other		Total			SMB Solutions			Enterprise Business			Digital Commerce Solutions			Other		Total
Revenue, as reported	$	1,880		$	895		$	748		$	55	$	3,578		$	2,064		$	919		$	710		$	128	$	3,822
Exclude revenue from divested businesses and impact of currency		66			6			26			-		98			(41	)		(20	)		(1	)		-		(62	)
Revenue, excluding divested businesses and currency	$	1,946		$	901		$	774		$	55	$	3,676		$	2,023		$	899		$	709		$	128	$	3,760
Y/Y revenue change ex divested businesses and currency		-4	%		0	%		9	%		N/M		-2	%

Small & Medium Business Solutions - reconciliation of reported revenue to revenue excluding divested businesses and currency
($ millions)
	2013															2014
	Q1			Q2			Q3			Q4			Total			Q1			Q2			Q3			Q4			Total
Revenue, as reported		$542			$542			$523			$551			$2,158			$534			$524			$496			$510			$2,064
Exclude revenue from divested businesses and impact of currency		(13	)		(13	)		(12	)		(16	)		(54	)		(12	)		(20	)		(8	)		7			(33	)
Revenue, excluding divested businesses and currency		$529			$529			$511			$535			$2,104			$522			$504			$488			$517			$2,031
Y/Y revenue change ex divested businesses and currency		-4.9	%		-3.3	%		-3.7	%		-2.4	%		-3.6	%		-1.1	%		-4.4	%		-4.3	%		-3.2	%		-3.2	%
	2015															2016
	Q1			Q2			Q3			Q4			Total			Q1			Q2
Revenue, as reported		$478			$467			$458			$477			$1,880			$453			$428
Exclude revenue from divested businesses and impact of currency		17			19			16			14			66			6			2
Revenue, excluding divested businesses and currency		$495			$486			$474			$491			$1,946			$459			$430
Y/Y revenue change ex divested businesses and currency		-5.0	%		-4.3	%		-3.1	%		-2.8	%		-3.8	%		-3.0	%		-7.1	%

Small & Medium Business Solutions - EBITDA and EBITDA margin
($ millions)
	2013														2014
	Q1		Q2			Q3			Q4			Total			Q1		Q2			Q3			Q4			Total
Segment EBITDA (1)	$193			$205			$200			$225			$823		$211			$211			$198			$210			$830
Less: segment depreciation and amortization	27			27			26			31			111		26			28			22			23			99
Segment EBIT	$166			$178			$174			$194			$712		$185			$183			$176			$187			$731
Segment EBITDA margin (2)	35.6	%		37.8	%		38.2	%		40.8	%		38.1	%	39.5	%		40.3	%		39.9	%		41.2	%		40.2	%
	2015														2016
	Q1		Q2			Q3			Q4			Total			Q1		Q2
Segment EBITDA (1)	$197			$196			$191			$195			$779		$187			$175
Less: segment depreciation and amortization	22			22			21			16			81		19			20
Segment EBIT	$175			$174			$170			$179			$698		$168			$155
Segment EBITDA margin (2)	41.2	%		42.0	%		41.7	%		40.9	%		41.4	%	41.3	%		40.9	%

(1) EBITDA is a non-GAAP measure. See reconciliation of SMB Solutions EBITDA to total EBITDA and net income.

(2) Segment EBITDA margin is defined as Segment EBITDA divided by segment revenue, as reported.

Enterprise Business Solutions - reconciliation of reported revenue to revenue excluding divested businesses and currency
($ millions)
	2013					2014
	Production Mail		Presort	Total		Production Mail		Presort	Total
Revenue, as reported	$512		$430	$942		$462		$457	$919
Exclude revenue from divested businesses and impact of currency	(23	)	-	(23	)	(17	)	-	(17	)
Revenue, excluding divested businesses and currency	$489		$430	$919		$445		$457	$902
Y/Y revenue change ex divested businesses and currency				3.3	%				-1.7	%
	2015					2016 H1
	Production Mail		Presort	Total		Production Mail		Presort	Total
Revenue, as reported	$421		$474	$895		$183		$243	$426
Exclude revenue from divested businesses and impact of currency	6		-	6		1		-	1
Revenue, excluding divested businesses and currency	$427		$474	$901		$184		$243	$427
Y/Y revenue change ex divested businesses and currency				0.2	%				0.2	%

Enterprise Business Solutions - EBITDA and EBITDA margin
($ millions)
	2013				2014
	Production Mail	Presort	Total		Production Mail	Presort	Total
Segment EBITDA (1)	$71	$113	$184		$55	$127	$182
Less: segment depreciation and amortization	16	30	46		7	29	36
Segment EBIT	$55	$83	$138		$48	$98	$146
Segment EBITDA margin (2)			19.5	%			19.8	%
	2015				2016 H1
	Production Mail	Presort	Total		Production Mail	Presort	Total
Segment EBITDA (1)	$52	$132	$184		$22	$64	$86
Less: segment depreciation and amortization	4	27	31		2	14	16
Segment EBIT	$48	$105	$153		$20	$50	$70
Segment EBITDA margin (2)			20.6	%			20.2	%

(1) EBITDA is a non-GAAP measure. See reconciliation of Enterprise Business Solutions EBITDA to total EBITDA and net income.

(2) Segment EBITDA margin is defined as Segment EBITDA divided by segment revenue, as reported.

Software Solutions - reconciliation of reported revenue to revenue excluding currency and EBITDA and EBITDA margin
($ millions)
	Revenue, as reported		Unfavorable (favorable) impact on revenue due to currency			Revenue, excluding currency		Revenue, excluding currency - TTM		EBITDA (1)		EBITDA - TTM		EBITDA margin (2)
2Q12		$107		$3			$110				$13
3Q12		$96		$1			$97				$9
4Q12		$114		($1	)		$113				$25
1Q13		$88		$1			$89		$409		$11		$58		14	%
2Q13		$100		$1			$101		$400		$21		$66		17	%
3Q13		$95		$2			$97		$400		$14		$71		18	%
4Q13		$112		$1			$113		$400		$18		$64		16	%
1Q14		$91		$1			$92		$403		$5		$58		15	%
2Q14		$109		($1	)		$108		$410		$13		$50		12	%
3Q14		$112		($1	)		$111		$424		$29		$65		15	%
4Q14		$117		$2			$119		$430		$25		$72		17	%
1Q15		$86		$6			$92		$430		$9		$76		18	%
2Q15		$99		$6			$105		$427		$20		$83		20	%
3Q15		$98		$7			$105		$421		$20		$74		19	%
4Q15		$103		$5			$108		$410		$18		$67		17	%
Q116		$78		$2			$80		$398		$1		$59		16	%
Q216		$90		$2			$92		$385		$14		$53		14	%

(1) EBITDA is a non-GAAP measure. See reconciliation of EBITDA to net income.

(2) EBITDA margin is defined as EBITDA divided by revenue, as reported for TTM.

Global Ecommerce - reconciliation of reported revenue to revenue excluding currency
($ millions)
	2013		2014		2015		2016 H1
Revenue, as reported	$170		$282		$362		$204
Exclude impact of currency	-		-		3		1
Revenue, excluding currency	$170		$282		$365		$205
Global Ecommerce - EBITDA and EBITDA margin
	2013		2014		2015		2016 H1
Segment EBITDA (1)	$5		$25		$40		$20
Less: segment depreciation and amortization	4		8		21		16
Segment EBIT	$1		$17		$19		$4
Segment EBITDA margin (2)	2.9	%	8.9	%	11.0	%	9.8	%

(1) EBITDA is a non-GAAP measure. See reconciliation of EBITDA to net income.

(2) Segment EBITDA margin is defined as Segment EBITDA divided by segment revenue, as reported.

2012 - 2014 Reconciliation of Segment EBITDA to Net Income
($ millions)
	2012		2013						2014
	Total		Small & Medium Business Solutions	Enterprise Business Solutions	Digital Commerce Solutions	Other	Total		Small & Medium Business Solutions	Enterprise Business Solutions	Digital Commerce Solutions	Other	Total
Revenue, as reported	$3,824						$3,791						$3,822
Segment EBITDA	$1,132		$823	$184	$69	$10	$1,086		$830	$182	$97	$24	$1,133
Less: segment depreciation and amortization	201		111	46	20	4	181		99	36	29	5	169
Segment EBIT	931		$712	$138	$49	$6	905		$731	$146	$68	$19	964
Reconciling items:
Interest, net	(185	)					(187	)					(169	)
Unallocated corporate expenses	(216	)					(217	)					(233	)
Restructuring charges and asset impairments, net	(17	)					(84	)					(85	)
Acquisition / disposition related expenses	-						-						-
Other income (expense), net	(1	)					(33	)					(46	)
Income from continuing operations	512						384						431
Provision for income taxes	(114	)					(78	)					(113	)
Income (loss) from discontinued operations	66						(145	)					34
Net income	$464						$161						$352
Segment EBITDA margin	30	%					29	%					30	%

2015 and 2016 TTM Reconciliation of Segment EBITDA to Net Income
($ millions)
	2015									2016 TTM
	Small & Medium Business Solutions		Enterprise Business Solutions		Digital Commerce Solutions		Other	Total		Total
Revenue, as reported	$1,880		$895		$748		$55	$3,578		$3,487
Segment EBITDA	$779		$184		$107		$13	$1,083		$1,031
Less: segment depreciation and amortization	81		31		39		3	154		158
Segment EBIT	$698		$153		$68		$10	929		873
Reconciling items:
Interest, net								(159	)	(146	)
Unallocated corporate expenses								(213	)	(217	)
Restructuring charges and asset impairments, net								(26	)	(45	)
Acquisition / disposition related expenses								(15	)	(8	)
Other income (expense), net								95		2
Income from continuing operations								611		459
Provision for income taxes								(190	)	(157	)
Income (loss) from discontinued operations								5		4
Net income								$426		$306
Segment EBITDA margin	n/a		n/a		n/a		n/a	30	%	30	%
Segment EBIT margin	37	%	17	%	9	%	n/a	n/a		n/a