UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

October 29, 2013
Date of Report (Date of earliest event reported)


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

World Headquarters
1 Elmcroft Road
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):

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

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

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

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

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished pursuant to Item 2.02 Disclosure of "Results of Operations and Financial Condition."

On October 29, 2013, the Registrant issued a press release setting forth its financial results, including consolidated statements of income, supplemental information, and a reconciliation of reported results to adjusted results for the three and nine months ended September 30, 2013 and 2012, and consolidated balance sheets at September 30, 2013 and December 31, 2012.  A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

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 thereunto duly authorized.

Exhibit 99.1

Pitney Bowes Announces Third Quarter 2013 Results

STAMFORD, Conn.--(BUSINESS WIRE)--October 29, 2013--Pitney Bowes Inc. (NYSE:PBI) today reported financial results for the third quarter 2013.

HIGHLIGHTS

Results for the quarter:

• Revenue of $939 million, which is a decline of 1% versus the prior year
  • Digital Commerce Solutions revenue grew 9% on a reported basis and 10% on a constant currency basis
• Adjusted EPS from continuing operations of $0.49 per share
• GAAP EPS from continuing operations of $0.38 per share; GAAP net loss of $0.03 per share
• Free cash flow of $208 million for the quarter and $440 million year-to-date
• GAAP cash from operations of $215 million for the quarter and $494 million year-to-date
• Adjusted EBIT grew by 3.4% and EBIT margin improved by 0.8 % versus prior year
• Established revised segment reporting
• Company reaffirms revenue and cash flow guidance; updates GAAP EPS from continuing operations and Adjusted EPS guidance

Announcements:

• Sale of North America Management Services business completed
• Sale of Nordic furniture business completed
• Company announced intent to redeem in November, $300 million of bonds scheduled to mature in 2014
• Signed agreement to purchase joint-venture partner’s minority interest in Brazilian business
• Signed agreement to sell World Headquarters building

“Our results reflect the aggressive actions we have taken, which are in line with our long-term strategy to deliver greater value for shareholders and clients,” said Marc Lautenbach, President and Chief Executive Officer. “We experienced higher growth in our Digital Commerce Solutions segment and continue to implement a phased roll-out of our new go-to-market model in North America that will enhance the selling capabilities of our Mailing business. We also exited a non-core furniture business in Norway, and will gain 100 percent ownership in our Brazilian subsidiary operations. Improving margins across the portfolio demonstrate our continued commitment to improving operational efficiency. We continued to use a portion of the savings generated from our reduced operating costs to invest in positioning our digital commerce solutions for growth. We also recently announced an early debt retirement, using the proceeds of the North America Management Services sale, to further strengthen our balance sheet.”

THIRD QUARTER 2013 RESULTS

Revenue for the quarter, excluding discontinued operations of the Nordic furniture business, was $939 million, which was a decline of 1% when compared to the prior year. This was similar to second quarter results despite a very strong second quarter comparison in Production Mail. Revenue for the quarter grew 9% in the Digital Commerce Solutions segment, was slightly positive in the Enterprise Business Solutions group and declined 4% in the Small and Medium Business Solutions group.

Adjusted earnings per diluted share from continuing operations for the quarter were $0.49 per share, which includes a $0.06 per share tax benefit primarily associated with an affiliate reorganization.

Earnings per diluted share from continuing operations, on a Generally Accepted Accounting Principles (GAAP) basis, were $0.38 per share, which includes a non-cash asset impairment charge of $0.08 per share related to the signed agreement to sell the Company’s headquarters building and a restructuring charge of $0.03 per share. Including the net loss in discontinued operations of $0.40 per share, primarily related to taxes on the sale of the North America Management Services business, there was a net loss of $0.03 per share on a GAAP basis.

* The sum of the earnings per share may not equal the totals above due to rounding.

FREE CASH FLOW RESULTS

Free cash flow for the quarter was $208 million, while on a GAAP basis the Company generated $215 million in cash from operations. Free cash flow on a year-to-date basis was $440 million and the Company generated $494 million in cash from operations on a GAAP basis. During the quarter, the Company used $38 million of cash for dividends and $14 million for restructuring payments. Also, on October 2^nd, the Company announced its election to redeem in November 2013, $300 million of bonds that were scheduled to mature in August 2014.

BUSINESS SEGMENT REPORTING

The Company revised its business segment reporting to reflect the clients served in each market and the way it manages these segments for growth and profitability. The reporting now includes: Small & Medium Business (SMB) Solutions group; Enterprise Business Solutions group; and Digital Commerce Solutions segment.

The Small and Medium Business (SMB) Solutions group offers mailing equipment, financing, services and supplies for small and medium businesses to efficiently create mail and evidence postage. This group includes the North America Mailing and International Mailing segments. North America Mailing includes the operations of U.S. and Canada Mailing. International Mailing includes all other SMB operations around the world.

The Enterprise Business Solutions group provides mailing equipment and services for large enterprise clients to process mail, including sortation services to qualify large mail volumes for postal worksharing discounts. This group includes the global Production Mail and Presort Services segments.

The Digital Commerce Solutions segment leverages digital and mobile channels that make the Company’s clients’ customer-facing functions more effective. This segment includes software, marketing services, Volly™ and ecommerce solutions.

SMB Solutions Group

Within the SMB Solutions Group:

During the quarter, North America Mailing equipment sales declined less than 1% versus the prior year, which was an improvement over prior quarter trends. Recurring revenue streams declined at a lesser rate than the third quarter last year, but at a slightly higher rate when compared to the second quarter this year due to lower financing and investment income on postage loans and deposits.

During the quarter, North America Mailing accelerated the implementation of a new go-to-market model. This strategy is expected to enhance the client experience and improve the sales process while reducing costs. EBIT margin improved versus the prior year as a result of ongoing cost reduction initiatives including the change in the go-to-market model.

International Mailing revenue benefited from growth in equipment sales, supplies and support services in Europe, and increased meter placements in India. Revenue in Europe grew 2 percent when compared to the prior year as the end–markets in this region continued to experience stabilization in meter population trends. EBIT margin improved versus the prior year as a result of ongoing cost reduction initiatives.

Enterprise Solutions Group

Within the Enterprise Business Solutions Group:

Production Mail revenue benefited from the installation of inserting equipment in North America and a production printer installation in the Asia Pacific region. Supplies revenue grew as a result of the increased base of production print installations. Revenue growth was partially offset by lower support services revenue. EBIT margin improved versus the prior year due to the growth in revenue and gross margin.

Presort Services revenue declined slightly compared to the prior year as a result of lower direct mail volumes offsetting higher first class mail volume related revenue. EBIT margin improved versus the prior year due to operating expense reductions.

Digital Commerce Solutions

Digital Commerce Solutions benefited from a 5% increase in software revenue and more than a 20% increase in business services revenue. The growth in business services revenue was primarily driven by an increase in transactions associated with the Company’s ecommerce solutions for cross-border package delivery; however that revenue growth was partially offset by declines in marketing services revenue. EBIT margin improved significantly due to a lower cost structure, primarily in software solutions.

2013 GUIDANCE UPDATE

This guidance discusses future results which are inherently subject to unforeseen risks and developments. As such, discussions about the business outlook should be read in the context of an uncertain future, as well as the risk factors identified in the safe harbor language at the end of this release and as more fully outlined in the Company's 2012 Form 10-K Annual Report and other reports filed with the Securities and Exchange Commission.

The Company is reaffirming its 2013 annual guidance as follows:

• Revenue, excluding the impacts of currency, to be in the range of a 1 percent decline to 2 percent growth when compared to 2012, and
• Free cash flow to be in the range of $575 million to $675 million.

The Company is updating its 2013 annual earnings per share guidance to reflect restructuring and asset impairment charges and tax benefits recorded in the third quarter, as well as expected costs related to debt retirement in the fourth quarter. The updated 2013 annual guidance follows:

• Adjusted earnings per diluted share to be in the range of $1.68 to $1.83, which includes:
  • $0.06 per share tax benefit recorded in the quarter
• GAAP earnings per diluted share from continuing operations to be in the range of $1.39 to $1.54, which includes:
  • $0.10 per share restructuring charges recorded to date;
  • $0.08 per share asset impairment charge related to the signed agreement to sell the Company’s headquarters building;
  • $0.08 per share charge for costs associated with the first quarter debt tender, and
  • $0.03 per share charge related to net costs associated with the planned early redemption of $300 million of debt in the fourth quarter.

This guidance excludes any additional restructuring actions that may occur as the Company implements plans to further streamline its operations and reduce costs.

Conference Call and Webcast

Management of Pitney Bowes will discuss the Company’s results in a broadcast over the Internet today at 8:00 a.m. EDT. For more information on the Company and instructions for listening to the earnings results, please visit the Investor Relations page of the Company’s web site at www.pb.com.

The Company's financial results are reported in accordance with generally accepted accounting principles (GAAP). The Company uses measures such as adjusted earnings per share, adjusted income from continuing operations and free cash flow to exclude the impact of special items like restructuring charges, tax adjustments, and goodwill and asset write-downs, because, while these are actual Company expenses, they can mask underlying trends associated with our business. Such items are often inconsistent in amount and frequency and as such, the adjustments allow an investor greater insight into the current underlying operating trends of the business.

The use of free cash flow provides investors insight into the amount of cash that management could have available for other discretionary uses. It adjusts GAAP cash from operations for capital expenditures, as well as special items like cash used for restructuring charges, unusual tax payments and contributions to its pension funds. Management uses segment EBIT to measure profitability and performance at the segment level. EBIT is determined by deducting the related costs and expenses attributable to the segment. Segment EBIT excludes interest, taxes, general corporate expenses not allocated to a particular business segment, restructuring charges and goodwill and asset impairments, which are recognized on a consolidated basis. In addition, financial results are presented on a constant currency basis to exclude the impact of changes in foreign currency exchange rates since the prior period under comparison. Constant currency measures are intended to help investors better understand the underlying operational performance of the business excluding the impacts of shifts in currency exchange rates over the intervening period.

Pitney Bowes has provided a quantitative reconciliation to GAAP in supplemental schedules. This information may also be found at the Company's web site www.pb.com/investorrelations.

This document contains “forward-looking statements” about our expected or potential future business and financial performance. For us forward-looking statements include, but are not limited to, statements about our future revenue and earnings guidance and other statements about future events or conditions. Forward-looking statements are not guarantees of future performance and 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: mail volumes; the uncertain economic environment; timely development, market acceptance and regulatory approvals, if needed, of new products; fluctuations in customer demand; changes in postal regulations; interrupted use of key information systems; management of outsourcing arrangements; changes in business portfolio; foreign currency exchange rates; changes in our credit ratings; management of credit risk; changes in interest rates; the financial health of national posts; and other factors beyond our control as more fully outlined in the Company's 2012 Form 10-K Annual Report and other reports filed with the Securities and Exchange Commission. Pitney Bowes assumes no obligation to update any forward-looking statements contained in this document as a result of new information, events or developments.

Note: Consolidated statements of income; revenue and EBIT by business segment; and reconciliation of GAAP to non-GAAP measures for the three and nine months ended September 30, 2013 and 2012, and consolidated balance sheets at September 30, 2013 and December 31, 2012 are attached.

⁽¹⁾ The sum of the earnings per share amounts may not equal the totals above due to rounding.

⁽²⁾ Certain prior year amounts have been reclassified to conform to the current year presentation

CONTACT:
Pitney Bowes Inc.
Editorial
Sheryl Y. Battles, 203-351-6808
VP, Corp. Communications
or
Financial
Charles F. McBride, 203-351-6349
VP, Investor Relations
or
Website – www.pitneybowes.com