PITNEY BOWES INC /DE/ - Interim / Quarterly Report 2011

10-Q 1 c66567_10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-Q
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,
2011
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to __
Commission file number: 1-3579
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)

Delaware	06-0495050
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Elmcroft Road, Stamford, Connecticut	06926-0700
(Address of principal executive offices)	(Zip Code)

(203) 356-5000 (Registrants telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

| Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. | |
| --- | --- |
| Yes þ | No o |

| Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). | |
| --- | --- |
| Yes þ | No o |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

| Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). | |
| --- | --- |
| Yes o | No þ |

Indicate the number of shares outstanding of each of the issuers classes of common stock as of August 1, 2011.

Class	Outstanding
Common Stock, $1 par value per share	202,143,443 shares

PITNEY BOWES INC. INDEX

		Page Number
Part I - Financial Information:
Item 1:	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income for the Three and Six
Months Ended June 30, 2011 and 2010	3
	Condensed Consolidated Balance Sheets at June 30, 2011 and December
31, 2010	4
	Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2011 and 2010	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2:	Managements Discussion and Analysis of Financial Condition and
Results of Operations	24
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4:	Controls and Procedures	33
Part II - Other Information:
Item 1:	Legal Proceedings	34
Item 1A:	Risk Factors	34
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6:	Exhibits	34
Signatures		35

P ART I. FINANCIAL INFORMATION

I tem 1: Financial Statements

PITNEY BOWES INC. C ONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited; in thousands, except per share data)

| | Three Months Ended
June 30, — 2011 | 2010 | | 2011 | | 2010 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue: | | | | | | | | |
| Equipment sales | $ 242,921 | $ | 228,089 | $ | 484,552 | $ | 467,387 | |
| Supplies | 78,587 | | 77,054 | | 161,457 | | 162,331 | |
| Software | 105,516 | | 88,297 | | 205,081 | | 172,064 | |
| Rentals | 142,576 | | 150,141 | | 285,627 | | 305,578 | |
| Financing | 149,955 | | 156,604 | | 304,185 | | 319,379 | |
| Support services | 176,807 | | 175,298 | | 355,421 | | 355,332 | |
| Business services | 418,112 | | 421,754 | | 841,220 | | 863,399 | |
| Total revenue | 1,314,474 | | 1,297,237 | | 2,637,543 | | 2,645,470 | |
| Costs and expenses: | | | | | | | | |
| Cost of equipment sales | 104,385 | | 101,072 | | 219,138 | | 206,909 | |
| Cost of supplies | 25,562 | | 24,173 | | 51,754 | | 49,538 | |
| Cost of software | 24,898 | | 21,207 | | 50,110 | | 42,363 | |
| Cost of rentals | 32,809 | | 34,310 | | 65,408 | | 71,381 | |
| Financing interest expense | 22,192 | | 21,821 | | 45,485 | | 43,759 | |
| Cost of support services | 115,417 | | 111,695 | | 230,693 | | 226,301 | |
| Cost of business services | 325,250 | | 337,652 | | 658,817 | | 668,124 | |
| Selling, general and
administrative | 436,015 | | 426,352 | | 865,934 | | 869,649 | |
| Research and development | 37,441 | | 38,168 | | 72,199 | | 79,033 | |
| Restructuring charges and
asset impairments | 4,994 | | 48,512 | | 31,018 | | 69,234 | |
| Other interest expense | 28,550 | | 29,204 | | 57,074 | | 56,862 | |
| Interest income | (2,215 | ) | (696 | ) | (3,437 | ) | (1,458 | ) |
| Total costs and expenses | 1,155,298 | | 1,193,470 | | 2,344,193 | | 2,381,695 | |
| Income from continuing
operations before income taxes | 159,176 | | 103,767 | | 293,350 | | 263,775 | |
| Provision for income taxes | 53,012 | | 35,177 | | 94,406 | | 108,422 | |
| Income from continuing
operations | 106,164 | | 68,590 | | 198,944 | | 155,353 | |
| Loss from discontinued
operations, net of income tax | (635 | ) | (2,666 | ) | (2,517 | ) | (5,796 | ) |
| Net income before attribution
of noncontrolling interests | 105,529 | | 65,924 | | 196,427 | | 149,557 | |
| Less: Preferred stock
dividends of subsidiaries attributable to noncontrolling interests | 4,594 | | 4,543 | | 9,188 | | 9,137 | |
| Net income - Pitney Bowes
Inc. | $ 100,935 | $ | 61,381 | $ | 187,239 | $ | 140,420 | |
| Amounts attributable to
common stockholders: | | | | | | | | |
| Income from continuing
operations | $ 101,570 | $ | 64,047 | $ | 189,756 | $ | 146,216 | |
| Loss from discontinued
operations | (635 | ) | (2,666 | ) | (2,517 | ) | (5,796 | ) |
| Net income - Pitney Bowes
Inc. | $ 100,935 | $ | 61,381 | $ | 187,239 | $ | 140,420 | |
| Basic earnings per share
attributable to common stockholders (1): | | | | | | | | |
| Continuing operations | $ 0.50 | $ | 0.31 | $ | 0.93 | $ | 0.70 | |
| Discontinued operations | (0.00 | ) | (0.01 | ) | (0.01 | ) | (0.03 | ) |
| Net income - Pitney Bowes
Inc. | $ 0.50 | $ | 0.30 | $ | 0.92 | $ | 0.68 | |
| Diluted earnings per share
attributable to common stockholders (1): | | | | | | | | |
| Continuing operations | $ 0.50 | $ | 0.31 | $ | 0.93 | $ | 0.70 | |
| Discontinued operations | (0.00 | ) | (0.01 | ) | (0.01 | ) | (0.03 | ) |
| Net income - Pitney Bowes
Inc. | $ 0.49 | $ | 0.30 | $ | 0.92 | $ | 0.68 | |
| Dividends declared per share
of common stock | $ 0.37 | $ | 0.365 | $ | 0.74 | $ | 0.73 | |

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

See Notes to Condensed Consolidated Financial Statements

PITNEY BOWES INC. C ONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited; in thousands, except share and per share data)

	June 30, 2011
ASSETS
Current
assets:
Cash and cash equivalents	$ 578,448	$	484,363
Short-term investments	45,667		30,609
Accounts receivables, gross	756,198		824,015
Allowance for doubtful accounts receivables	(31,367	)	(31,880	)
Accounts receivables, net	724,831		792,135
Finance receivables	1,328,180		1,370,305
Allowance for credit losses	(47,603	)	(48,709	)
Finance receivables, net	1,280,577		1,321,596
Inventories	177,504		168,967
Current income taxes	70,890		103,542
Other current assets and prepayments	113,052		107,029
Total
current assets	2,990,969		3,008,241
Property,
plant and equipment, net	429,737		426,501
Rental
property and equipment, net	282,976		300,170
Finance
receivables	1,194,164		1,265,220
Allowance
for credit losses	(20,305	)	(20,721	)
Finance
receivables, net	1,173,859		1,244,499
Investment
in leveraged leases	262,052		251,006
Goodwill	2,336,796		2,306,793
Intangible
assets, net	273,830		297,443
Non-current
income taxes	134,569		130,601
Other assets	484,166		478,769
Total assets	$ 8,368,954	$	8,444,023
LIABILITIES, NONCONTROLLING INTERESTS AND
STOCKHOLDERS DEFICIT
Current
liabilities:
Accounts payable and accrued liabilities	$ 1,748,628	$	1,825,261
Current income taxes	231,982		192,924
Notes payable and current portion of
long-term obligations	2,477		53,494
Advance billings	481,239		481,900
Total
current liabilities	2,464,326		2,553,579
Deferred
taxes on income	294,656		261,118
Tax
uncertainties and other income tax liabilities	557,081		536,531
Long-term
debt	4,239,965		4,239,248
Other
non-current liabilities	517,725		653,758
Total
liabilities	8,073,753		8,244,234
Noncontrolling
interests (Preferred stockholders equity in subsidiaries)	296,370		296,370
Commitments
and contingencies (See Note 12)
Stockholders
deficit:
Cumulative preferred stock, $50 par value,
4% convertible	4		4
Cumulative preference stock, no par value,
$2.12 convertible	741		752
Common stock, $1 par value (480,000,000
shares authorized; 323,337,912 shares issued)	323,338		323,338
Additional paid-in capital	235,504		250,928
Retained earnings	4,318,692		4,282,316
Accumulated other comprehensive loss	(379,162	)	(473,806	)
Treasury stock, at cost (121,196,142 and
119,906,910 shares, respectively)	(4,500,286	)	(4,480,113	)
Total Pitney
Bowes Inc. stockholders deficit	(1,169	)	(96,581	)
Total
liabilities, noncontrolling interests and stockholders deficit	$ 8,368,954	$	8,444,023

See Notes to Condensed Consolidated Financial Statements

PITNEY BOWES INC. C ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)

	Six Months Ended June 30, — 2011		2010
Cash flows from operating activities:
Net income before attribution
of noncontrolling interests	$ 196,427		$ 149,557
Restructuring payments	(51,968	)	(66,755	)
Special pension plan
contribution	(123,000	)
Adjustments to reconcile net income to net cash provided by operating
activities:
Restructuring charges and asset
impairments, net of tax	20,869		45,397
Depreciation and amortization	137,635		156,831
Stock-based compensation	8,656		10,785
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivables	82,030		95,043
(Increase) decrease in finance
receivables	139,793		125,642
(Increase) decrease in
inventories	(7,435	)	(31,848	)
(Increase) decrease in prepaid,
deferred expense and other assets	4,466		(4,638	)
Increase (decrease) in accounts
payable and accrued liabilities	(85,361	)	(64,096	)
Increase (decrease) in current
and non-current income taxes	115,384		(6,448	)
Increase (decrease) in advance
billings	885		10,912
Increase (decrease) in other
operating capital, net	11,020		3,420
Net cash provided by operating activities	449,401		423,802
Cash flows from investing activities:
Short-term and other
investments	(36,236	)	(83,904	)
Capital expenditures	(88,017	)	(58,639	)
Net investment in external
financing	(3,132	)	(2,641	)
Acquisitions, net of cash
acquired			(10,350	)
Reserve account deposits	18,088		19,467
Net cash used in investing activities	(109,297	)	(136,067	)
Cash flows from financing activities:
Decrease in notes payable, net	(50,000	)	(77,335	)
Proceeds from issuance of
common stock	7,170		5,455
Stock repurchases	(49,998	)
Dividends paid to common
stockholders	(150,863	)	(151,406	)
Dividends paid to
noncontrolling interests	(9,188	)	(9,137	)
Net cash used in financing activities	(252,879	)	(232,423	)
Effect of exchange rate changes
on cash and cash equivalents	6,860		(8,598	)
Increase in cash and cash
equivalents	94,085		46,714
Cash and cash equivalents at
beginning of period	484,363		412,737
Cash and cash equivalents at
end of period	$ 578,448		$ 459,451
Cash interest paid	$ 100,131		$ 94,868
Cash income tax (refund)
payments, net	$ (7,859	)	$ 138,226

See Notes to Condensed Consolidated Financial Statements

PITNEY BOWES INC. N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

1. Description of Business and Basis of Presentation

Description of Business We offer a full suite of equipment, supplies, software, services and solutions for managing and integrating physical and digital communication channels. We conduct our business activities in seven reporting segments within two business groups: Small & Medium Business Solutions and Enterprise Business Solutions. See Note 14 for information regarding our reportable segments.

Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Pitney Bowes Inc. and its subsidiaries (PBI, the company, we, us, and our) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the December 31, 2010 Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In our opinion, all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly our financial position at June 30, 2011 and December 31, 2010, our results of operations for the three and six months ended June 30, 2011 and 2010 and cash flows for the six months ended June 30, 2011 and 2010 have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2011.

These statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2010 (2010 Annual Report). Certain prior year amounts have been reclassified to conform to the current period presentation.

2. Recent Accounting Pronouncements

On January 1, 2011, new accounting guidance became effective addressing the accounting for revenue arrangements with multiple elements and certain revenue arrangements that include software. This guidance allows companies to allocate consideration in a multiple element arrangement in a way that better reflects the economics of the transaction and results in the elimination of the residual method. In addition, tangible products that have software components that are essential to the functionality of the tangible product were scoped out of the software revenue guidance. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows, nor did it result in any additional disclosures beyond those already included in our 2010 Annual Report. Refer to Note 1 to the Consolidated Financial Statements in our 2010 Annual Report for further information.

In June 2011, new guidance was introduced that would eliminate the current option to report other comprehensive income and its components in the statement of stockholders equity, and require an entity to present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements. This guidance would be effective in the first quarter of 2012, with early adoption permitted. This guidance will result in a change in the way we present other comprehensive income and its components, but will not have an impact on our financial position, results of operations or cash flows.

3. Discontinued Operations

The loss from discontinued operations primarily relates to the accrual of interest on liabilities for uncertain tax positions retained in connection with the sale of our Capital Services business in 2006, offset in part during the second quarter of 2011 by the release of reserves primarily related to a Capital Services sales tax dispute. For the three months ended June 30, 2011 and 2010, the loss from discontinued operations was $1 million and $3 million, respectively, and for the six months ended June 30, 2011 and 2010, the loss from discontinued operations was $3 million and $6 million, respectively.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

4. Inventories

Inventories at June 30, 2011 and December 31, 2010 consisted of the following:

| | June 30, 2011 | December
31, 2010 |
| --- | --- | --- |
| Raw materials and work in
process | $ 54,395 | $ 46,664 |
| Supplies and service parts | 61,238 | 63,991 |
| Finished products | 61,871 | 58,312 |
| Total | $ 177,504 | $ 168,967 |

If all inventories valued at LIFO had been stated at current costs, inventories would have been $27 million and $26 million higher than reported at June 30, 2011 and December 31, 2010, respectively.

5. Intangible Assets and Goodwill

Intangible assets at June 30, 2011 and December 31, 2010 consisted of the following:

| | June 30, 2011 — Gross Carrying Amount | Accumulated Amortization | | Net Carrying Amount | December
31, 2010 — Gross Carrying Amount | Accumulated Amortization | | Net Carrying Amount |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Customer relationships | $ 460,524 | $ (248,972 | ) | $ 211,552 | $ 453,523 | $ (229,143 | ) | $ 224,380 |
| Supplier relationships | 29,000 | (17,642 | ) | 11,358 | 29,000 | (16,192 | ) | 12,808 |
| Software & technology | 174,823 | (129,193 | ) | 45,630 | 172,188 | (118,390 | ) | 53,798 |
| Trademarks & trade
names | 37,305 | (32,345 | ) | 4,960 | 36,322 | (30,224 | ) | 6,098 |
| Non-compete agreements | 8,030 | (7,700 | ) | 330 | 7,845 | (7,486 | ) | 359 |
| Total intangible assets | $ 709,682 | $ (435,852 | ) | $ 273,830 | $ 698,878 | $ (401,435 | ) | $ 297,443 |

Amortization expense related to intangible assets was $14 million and $16 million for the three months ended June 30, 2011 and 2010, respectively, and $29 million and $32 million for the six months ended June 30, 2011 and 2010, respectively. The future amortization expense as of June 30, 2011 is as follows:

	Amount
Remaining
for year ended December 31, 2011	$ 28,761
Year ended
December 31, 2012	52,413
Year ended
December 31, 2013	47,081
Year ended
December 31, 2014	41,560
Year ended
December 31, 2015	36,273
Thereafter	67,742
Total	$ 273,830

Actual amortization expense may differ from the amounts above due to, among other things, future acquisitions, impairments, accelerated amortization and fluctuations in foreign currency exchange rates.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

The changes in the carrying amount of goodwill, by reporting segment, for the six months ended June 30, 2011 is as follows:

North America Mailing	Balance at December 31, 2010 (1) — $ 357,918	Acquired during the period — $	Other (2) — $ 11,343	$	369,261
International Mailing	181,530		14,052		195,582
Small &
Medium Business Solutions	539,448		25,395		564,843
Production Mail	141,476		2,919		144,395
Software	678,101		(1,948	)	676,153
Management Services	494,433		3,384		497,817
Mail Services	259,102		253		259,355
Marketing Services	194,233				194,233
Enterprise
Business Solutions	1,767,345		4,608		1,771,953
Total	$ 2,306,793	$	$ 30,003	$	2,336,796

| (1) | Prior year
amounts have been reclassified to conform to the current year presentation. |
| --- | --- |
| (2) | Primarily
foreign currency translation adjustments. |

6. Long-term Debt

There have been no significant changes to long-term debt since December 31, 2010.

In April 2011, we entered into two interest rate swap agreements with an aggregate notional value of $450 million to effectively convert the fixed rate interest payments on our $450 million 4.875% notes due in 2014 into variable rates. Under the terms of these agreements, we pay a weighted-average variable rate based on three month LIBOR plus 305 basis points and receive fixed rate payments of 4.875%.

7. Income Taxes

The effective tax rate for the three months ended June 30, 2011 and 2010 was 33.3% and 33.9%, respectively, and the effective tax rate for the six months ended June 30, 2011 and 2010 was 32.2% and 41.1%, respectively. The year-to-date 2011 rate includes a $9 million tax benefit arising from a favorable conclusion of a foreign tax examination and a $2 million charge from the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock units previously granted to our employees. The year-to-date 2010 rate included a $9 million charge from the write-off of deferred tax assets related to the U.S. health care reform legislation that eliminated the tax deduction for retiree health care costs to the extent of federal subsidies received by companies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage and a $9 million charge from the write-off of deferred tax assets associated with the expiration of out-of-the-money vested stock options and the vesting of restricted stock units previously granted to our employees.

We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the related financial statement implications. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. Determining the appropriate level of tax reserves requires us to exercise judgment regarding the uncertain application of tax law. The amount of reserves is adjusted when information becomes available or when an event occurs indicating a change in the reserve is appropriate. Future changes in tax reserve requirements could have a material impact on our results of operations.

We are continually under examination by tax authorities in the United States, other countries and local jurisdictions in which we have operations. The IRS exam of tax years 2001-2004 is estimated to be completed within the next six months and the examination of years 2005-2008 within the next 12-to-18 months. In connection with the 2001-2004 exam, during July 2011 we entered into a series of settlements with the IRS under which we agreed on the tax treatment of a number of disputed issues and we agreed to revised tax calculations. In the third quarter, we expect to release approximately $50 million of tax reserves including interest, about $30 million of which will be released through Discontinued Operations. We also expect our additional liability to be approximately $400 million

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

of tax and interest that has previously been paid through the purchase of tax bonds. Consequently, this settlement will have no impact on our cash position. In connection with the 2005-2008 IRS exam, we have received notices of proposed adjustments to our filed returns. A variety of post-2000 tax years remain subject to examination by other tax authorities, including the U.K., Canada, France, Germany and various U.S. states. It is reasonably possible that the amount of our unrecognized tax benefits will decrease in the next 12 months, and we expect this change could be up to two-thirds of our unrecognized tax benefits. Tax reserves have been established which we believe to be appropriate given the possibility of tax adjustments. However, depending upon the size of the reserve as compared to the ultimate determination of such matters, the resolution could have a material impact, positive or negative, on our results of operations, financial position and cash flows.

8. Noncontrolling Interests (Preferred Stockholders Equity in Subsidiaries)

In 2009, Pitney Bowes International Holdings, Inc. (PBIH), a subsidiary of ours, issued 300,000 shares, or $300 million, of perpetual voting preferred stock (the Preferred Stock) to certain outside institutional investors. The holders of the Preferred Stock are entitled as a group to 25% of the combined voting power of all classes of capital stock of PBIH. All outstanding common stock of PBIH, representing the remaining 75% of the combined voting power of all classes of capital stock, is owned directly or indirectly by the company. The Preferred Stock is entitled to cumulative dividends at a rate of 6.125% for a period of seven years after which it becomes callable and, if it remains outstanding, will yield a dividend that increases by 50% every six months thereafter.

The carrying value of the Preferred Stock is reported as Noncontrolling interests (Preferred stockholders equity in subsidiaries) on the Condensed Consolidated Balance Sheets. Preferred Stock dividends are reported in the Condensed Consolidated Statements of Income as Preferred stock dividends of subsidiaries attributable to noncontrolling interests. No dividends were in arrears at June 30, 2011 or December 31, 2010.

There was no change in the carrying value of noncontrolling interests during the period ended June 30, 2011 or the year ended December 31, 2010.

9. Comprehensive Income (Loss)

Comprehensive income (loss) for the three and six months ended June 30, 2011 and 2010 was as follows:

| | Three Months Ended
June 30, — 2011 | 2010 | | Six Months Ended
June 30, — 2011 | 2010 | |
| --- | --- | --- | --- | --- | --- | --- |
| Net income - Pitney Bowes Inc. | $ 100,935 | $ 61,381 | | $ 187,239 | $ 140,420 | |
| Other comprehensive income, net of tax: | | | | | | |
| Foreign currency translation
adjustments | 25,164 | (110,043 | ) | 75,981 | (143,385 | ) |
| Net unrealized gain on
derivatives | 438 | 1,181 | | 387 | 1,501 | |
| Net unrealized gain on
investment securities | 1,236 | 1,938 | | 1,111 | 2,082 | |
| Amortization of pension and
postretirement costs | 8,496 | 6,975 | | 17,165 | 14,000 | |
| Comprehensive income (loss) | $ 136,269 | $ (38,568 | ) | $ 281,883 | $ 14,618 | |

10. Fair Value Measurements and Derivative Instruments

The fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are as follows:

Level 1 Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on managements best estimate of fair value and that are significant to the fair value of the asset or liability.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

The following tables show, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis at June 30, 2011 and December 31, 2010, respectively. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy.

	June 30, 2011 — Level 1	Level 2	Level 3	Total
Assets:
Investment securities
Money market funds / commercial paper	$ 371,439	$ 9,757	$	$ 381,196
Equity securities		24,486		24,486
Debt securities - U.S. and foreign
governments, agencies and municipalities	80,685	31,580		112,265
Debt securities - corporate		33,272		33,272
Mortgage-back / asset-back securities		120,825		120,825
Derivatives
Interest rate swaps		13,827		13,827
Foreign exchange contracts		3,129		3,129
Total assets	$ 452,124	$ 236,876	$	$ 689,000
Liabilities:
Derivatives
Foreign exchange contracts	$	$ 3,012	$	$ 3,012
Total
liabilities	$	$ 3,012	$	$ 3,012
	December 31, 2010
	Level 1	Level 2	Level 3	Total
Assets:
Investment securities
Money market funds / commercial paper	$ 256,074	$ 1,531	$	$ 257,605
Equity securities		23,410		23,410
Debt securities - U.S. and foreign
governments, agencies and municipalities	74,425	30,725		105,150
Debt securities - corporate		22,262		22,262
Mortgage-back / asset-back securities		106,479		106,479
Derivatives
Interest rate swaps		10,280		10,280
Foreign exchange contracts		2,887		2,887
Total assets	$ 330,499	$ 197,574	$	$ 528,073
Liabilities:
Derivatives
Foreign exchange contracts	$	$ 6,907	$	$ 6,907
Total
liabilities	$	$ 6,907	$	$ 6,907

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Investment Securities

For our investments, we use the market approach for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace.

The following information relates to our classification into the fair value hierarchy:

| | Money Market Funds / Commercial Paper: Money market funds typically invest in
government securities, certificates of deposit, commercial paper of companies
and other highly liquid and low-risk securities. Money market funds are
principally used for overnight deposits and are classified as Level 1 when
unadjusted quoted prices in active markets are available and as Level 2 when
they are not actively traded on an exchange. Direct investments in commercial
paper are not listed on an exchange in an active market and are classified as
Level 2. |
| --- | --- |
| | Equity Securities: Equity securities are comprised of mutual
funds investing in U.S. and foreign common stock. These mutual funds are
classified as Level 2 as they are not separately listed on an exchange. |
| | Debt Securities U.S. and Foreign Governments, Agencies
and Municipalities: Debt
securities are classified as Level 1 where active, high volume trades for
identical securities exist. Valuation adjustments are not applied to these
securities. Debt securities valued using quoted market prices for similar
securities or benchmarking model derived prices to quoted market prices and
trade data for identical or comparable securities are classified as Level 2. |
| | Debt Securities Corporate: Corporate debt securities are valued using
recently executed transactions, market price quotations where observable, or
bond spreads. The spread data used are for the same maturity as the security.
These securities are classified as Level 2. |
| | Mortgage-Backed Securities (MBS) / Asset-Backed Securities
(ABS): These
securities are valued based on external pricing indices. When external index
pricing is not observable, MBS and ABS are valued based on external
price/spread data. These securities are classified as Level 2. |

Investment securities include investments held by The Pitney Bowes Bank (PBB). PBB, a wholly-owned subsidiary, is a Utah-chartered Industrial Loan Company (ILC). The banks investments at June 30, 2011 were $339 million. These investments were reported on the Condensed Consolidated Balance Sheets as cash and cash equivalents of $102 million, short-term investments of $45 million and other assets of $192 million. The banks investments at December 31, 2010 were $246 million and were reported as cash and cash equivalents of $61 million, short-term investments of $27 million and other assets of $158 million.

We have not experienced any write-offs in our investment portfolio. The majority of our MBS are either guaranteed or supported by the U.S. government. Market events have not caused our money market funds to experience declines in their net asset value below $1.00 per share or to incur imposed limits on redemptions. We have no investments in inactive markets which would warrant a possible change in our pricing methods or classification within the fair value hierarchy. Further, we have no investments in auction rate securities.

Derivative Instruments

In the normal course of business, we are exposed to the impact of interest rate changes and foreign currency fluctuations. We limit these risks by following established risk management policies and procedures, including the use of derivatives. We use derivatives to manage the related cost of debt and to limit the effects of foreign exchange rate fluctuations on financial results. We do not use derivatives for trading or speculative purposes.

As required by the fair value measurements guidance, we have incorporated counterparty credit risk and our credit risk into the fair value measurement of our derivative assets and liabilities, respectively. We derive credit risk from observable data related to credit default swaps. We have not seen a material change in the creditworthiness of those banks acting as derivative counterparties.

The valuation of our interest rate swaps is based on the income approach using a model with inputs that are observable or that can be derived from or corroborated by observable market data. The valuation of our foreign exchange derivatives is based on the market approach using observable market inputs, such as forward rates.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

The following is a summary of our derivative fair values at June 30, 2011 and December 31, 2010:

| Designation
of Derivatives | Balance
Sheet Location | Fair Value — June 30, 2011 | December
31, 2010 |
| --- | --- | --- | --- |
| Derivatives
designated as hedging instruments | Other current assets and prepayments: | | |
| | Foreign exchange contracts | $ 41 | $ 160 |
| | Other assets: | | |
| | Interest rate swaps | 13,827 | 10,280 |
| | Accounts payable and accrued liabilities: | | |
| | Foreign exchange contracts | 980 | 716 |
| Derivatives
not designated as hedging instruments | Other current assets and prepayments: | | |
| | Foreign exchange contracts | 3,088 | 2,727 |
| | Accounts payable and accrued liabilities: | | |
| | Foreign exchange contracts | 2,032 | 6,191 |
| | Total Derivative Assets | $ 16,956 | $ 13,167 |
| | Total Derivative Liabilities | 3,012 | 6,907 |
| | Total Net Derivative Assets | $ 13,944 | $ 6,260 |

Interest Rate Swaps

Derivatives designated as fair value hedges include interest rate swaps related to fixed rate debt. Changes in the fair value of both the derivative and item being hedged are recognized in earnings.

At June 30, 2011, we have outstanding interest rate swaps with an aggregate notional value of $850 million that effectively convert fixed rate interest payments on the $400 million 4.625% notes due in 2012 (the 2012 Swaps) and the $450 million 4.875% notes due in 2014 (the 2014 Swaps) into variable rates.

Under the terms of the 2012 Swaps, we pay a weighted-average variable rate based on one month LIBOR plus 249 basis points and receive a fixed rate of 4.625%. Under the terms of the 2014 Swaps, we pay a weighted-average variable rate based on three month LIBOR plus 305 basis points and receive a fixed rate of 4.875%. At June 30, 2011 and December 31, 2010, the aggregate fair value of these interest rate swaps was an asset of $14 million and $10 million, respectively.

The following represents the results of fair value hedging relationships for the three and six months ended June 30, 2011 and 2010:

		Three Months Ended June 30,
		Derivative Gain Recognized in Earnings		Hedged Item Expense Recognized in Earnings
Derivative Instrument	Location of Gain (Loss)	2011	2010	2011		2010
Interest rate swaps	Interest expense	$ 4,961	$ 4,089	$ (10,109	)	$ (8,125	)
		Six Months Ended June 30,
		Derivative Gain Recognized in Earnings		Hedged Item Expense Recognized in Earnings
Derivative Instrument	Location of Gain (Loss)	2011	2010	2011		2010
Interest rate swaps	Interest expense	$ 12,179	$ 8,619	$ (20,219	)	$ (16,250	)

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Foreign Exchange Contracts

We enter into foreign currency exchange contracts arising from the anticipated purchase of inventory between affiliates and from third parties. These contracts are designated as cash flow hedges. The effective portion of the gain or loss on the cash flow hedges is included in accumulated other comprehensive income (AOCI) in the period that the change in fair value occurs and is reclassified to earnings in the period that the hedged item is recorded in earnings. At June 30, 2011 and December 31, 2010, we had outstanding contracts associated with these anticipated transactions with a notional amount of $27 million and $25 million, respectively. The fair value of these contracts at June 30, 2011 and December 31, 2010 was a liability of $1 million.

As of June 30, 2011, substantially all of the net derivative loss recognized in AOCI will be recognized in earnings within the next 12 months. No amount of ineffectiveness was recorded in earnings for these designated cash flow hedges.

The following represents the results of cash flow hedging relationships for the three and six months ended June 30, 2011 and 2010:

	Three Months Ended June 30,
	Derivative
Gain (Loss) Recognized in AOCI (Effective Portion)	Location of Gain (Loss) (Effective Portion)		Gain (Loss) Reclassified from AOCI to Earnings (Effective Portion)
Derivative Instrument	2011	2010		2011		2010
Foreign exchange contracts	$ 618	$ 1,092	Revenue	$ (122	)	$ 305
			Cost
of sales	(292	)	20
				$ (414	)	$ 325
	Six Months Ended June 30,
	Derivative Gain (Loss) Recognized in AOCI (Effective Portion)	Location of Gain (Loss) (Effective Portion)		Gain (Loss) Reclassified from AOCI to Earnings (Effective Portion)
Derivative Instrument	2011	2010		2011		2010
Foreign exchange contracts	$ 303	$ 1,137	Revenue	$ (131	)	$ 467
			Cost
of sales	(554	)	(158	)
				$ (685	)	$ 309

We also enter into foreign exchange contracts to minimize the impact of exchange rate fluctuations on short-term intercompany loans and related interest that are denominated in a foreign currency. The revaluation of the intercompany loans and interest and the mark-to-market adjustment on the derivatives are both recorded in earnings. At June 30, 2011, outstanding foreign exchange contracts to buy or sell various currencies had a net asset value of $1 million. These contracts mature by November 2011. At December 31, 2010, outstanding foreign exchange contracts to buy or sell various currencies had a net liability value of $3 million.

The following represents the results of our non-designated derivative instruments for the three and six months ended June 30, 2011 and 2010:

		Three Months Ended June 30,
		Derivative Gain (Loss) Recognized in Earnings
Derivatives Instrument	Location of Derivative Gain (Loss)	2011		2010
Foreign exchange contracts	Selling,
general and administrative expense	$ (13,619	)	$ (336	)

		Six Months Ended June 30,
		Derivative Gain (Loss) Recognized in Earnings
Derivatives Instrument	Location of Derivative Gain (Loss)	2011		2010
Foreign exchange contracts	Selling,
general and administrative expense	$ (20,861	)	$ (7,471	)

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Credit-Risk-Related Contingent Features

Certain derivative instruments contain provisions that would require us to post collateral upon a significant downgrade in our long-term senior unsecured debt ratings. At June 30, 2011, our long-term senior unsecured debt ratings were BBB+ / A2. Based on derivative values at June 30, 2011, we would have been required to post $1 million in collateral if our long-term senior unsecured debt ratings had fallen below BB- / Ba3.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, investment securities, accounts receivable, loans receivable, accounts payable, notes payable, long-term debt and derivative instruments. The carrying value for cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate fair value because of the short maturity of these instruments.

The carrying values and estimated fair values of our remaining financial instruments at June 30, 2011 and December 31, 2010 is as follows:

| | June 30, 2011 — Carrying value (1) | | Fair value | | December
31, 2010 — Carrying value (1) | | Fair value | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Investment securities | $ 668,170 | | $ 672,044 | | $ 512,771 | | $ 514,906 | |
| Loans receivable | $ 434,288 | | $ 434,288 | | $ 459,235 | | $ 459,235 | |
| Derivatives, net | $ 13,944 | | $ 13,944 | | $ 6,260 | | $ 6,260 | |
| Long-term debt | $ (4,298,595 | ) | $ (4,507,309 | ) | $ (4,301,337 | ) | $ (4,388,923 | ) |

(1) Carrying value includes accrued interest and deferred fee income, where applicable.

The fair value of long-term debt is estimated based on quoted market prices for the identical issue when traded in an active market. When a quoted market price is not available, the fair value is determined using rates currently available to the company for debt with similar terms and remaining maturities.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

11. Restructuring Charges and Asset Impairments

2009 Program

In 2009, we announced that we were undertaking a series of initiatives designed to transform and enhance the way we operate as a global company. In order to enhance our responsiveness to changing market conditions, we are executing a strategic transformation program designed to create improved processes and systems to further enable us to invest in future growth in areas such as our global customer interactions and product development processes. This program is expected to continue into 2012 and will result in the reduction of at least 10 percent of the positions in the company. Total pre-tax costs of this program are expected to be between $300 million to $350 million primarily related to severance and benefit costs, including pension and retiree medical charges, incurred in connection with such workforce reductions. Most of the total pre-tax costs will be cash-related charges. Currently, we are targeting annualized pre-tax benefits, net of system and related investments, in the range of $250 million to $300 million by 2012. These costs and the related benefits will be recognized as different actions are approved and implemented.

During the six months ended June 30, 2011, we recorded pre-tax restructuring charges and asset impairments associated with this program of $33 million, which included $22 million for employee severance and benefit costs, a $4 million pension and retiree medical charge as workforce reductions caused the elimination of a significant amount of future service requiring us to recognize a portion of the prior service costs and actuarial losses and other exit costs of $5 million. Through June 30, 2011, the cumulative charges for this program are $284 million. The majority of the liability at June 30, 2011 is expected to be paid from cash generated from operations.

Activity in the reserves for the restructuring actions taken in connection with the 2009 program for the six months ended June 30, 2011 is as follows:

| Balance at January 1, 2011 | Severance
and benefits costs — $ 88,169 | $ | | $ | | $ | 6,787 | $ | 94,956 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Expenses, net of reserve adjustments | 22,327 | | 4,439 | | 1,179 | | 5,329 | | 33,274 | |
| Cash payments | (41,664 | ) | | | | | (9,324 | ) | (50,988 | ) |
| Non-cash charges | | | (4,439 | ) | (1,179 | ) | | | (5,618 | ) |
| Balance at June 30, 2011 | $ 68,832 | $ | | $ | | $ | 2,792 | $ | 71,624 | |

2007 Program

In 2007, we announced a program to lower our cost structure, accelerate efforts to improve operational efficiencies, and transition our product line. The program included charges primarily associated with older equipment that we had stopped selling upon transition to the new generation of fully digital, networked, and remotely-downloadable equipment.

Activity in the reserves for the restructuring actions taken in connection with the 2007 program for the six months ended June 30, 2011 is as follows:

| Balance at January 1, 2011 | Severance
and benefits costs — $ 13,470 | $ | 4,774 | $ | 18,244 | |
| --- | --- | --- | --- | --- | --- | --- |
| Reserve adjustments | (1,702 | ) | (554 | ) | (2,256 | ) |
| Cash payments | (442 | ) | (538 | ) | (980 | ) |
| Balance at June 30, 2011 | $ 11,326 | $ | 3,682 | $ | 15,008 | |

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

12. Commitments and Contingencies

In the ordinary course of business, we are routinely defendants in, or party to a number of pending and threatened legal actions. These may involve litigation by or against us relating to, among other things, contractual rights under vendor, insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with customers; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of employees, customers or others.

Our wholly-owned subsidiary, Imagitas, Inc., is a defendant in several purported class actions. These lawsuits were originally filed in six different states and later coordinated in the U.S. District Court for the Middle District of Florida, In re: Imagitas, Drivers Privacy Protection Act Litigation (Coordinated, May 28, 2007). Each of these lawsuits alleges that the Imagitas DriverSource program violated the federal Drivers Privacy Protection Act (DPPA). Under the DriverSource program, Imagitas entered into contracts with state governments to mail out automobile registration renewal materials along with third party advertisements, without revealing the personal information of any state resident to any advertiser. The DriverSource program assisted the state in performing its governmental function of delivering these mailings and funding the costs of them. The plaintiffs in these actions were seeking statutory damages under the DPPA. On December 21, 2009, the Eleventh Circuit Court affirmed the District Courts summary judgment decision in Rine, et al. v. Imagitas, Inc . (U.S. District Court, Middle District of Florida, filed August 1, 2006), which ruled in Imagitas favor and dismissed that litigation. That decision is now final, with no further appeals available. With respect to the remaining state cases, Imagitas filed its motion to dismiss these cases on October 8, 2010. Plaintiffs opposition brief was filed on December 6, 2010, and Imagitas filed its reply brief on December 22, 2010. Although the plaintiffs are still contending that the cases filed in Massachusetts, Ohio and Missouri can proceed, they have admitted in their response that the reasoning in the Rine decision does require that actions based on Minnesota and New York laws be dismissed. We are awaiting a decision by the District Court on the motion to dismiss. Based upon our current understanding of the facts and applicable laws, we do not believe there is a reasonable possibility that any loss has been incurred.

On October 28, 2009, the company and certain of its current and former officers were named as defendants in NECA-IBEW Health & Welfare Fund v. Pitney Bowes Inc. et al. , a class action lawsuit filed in the U.S. District Court for the District of Connecticut. The complaint asserts claims under the Securities Exchange Act of 1934 on behalf of those who purchased the common stock of the company during the period between July 30, 2007 and October 29, 2007 alleging that the company, in essence, missed two financial projections. Plaintiffs filed an amended complaint on September 20, 2010. On December 3, 2010, we moved to dismiss the complaint. The parties have completed briefing on this motion and the motion is now pending before the court. Based upon our current understanding of the facts and applicable laws, we do not believe there is a reasonable possibility that any loss has been incurred.

We expect to prevail in the legal actions above; however, as litigation is inherently unpredictable, there can be no assurance in this regard. If the plaintiffs do prevail, the results may have a material effect on our financial position, future results of operations or cash flows, including, for example, our ability to offer certain types of goods or services in the future.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

13. Finance Assets

Finance Receivables

Finance receivables are comprised of sales-type lease receivables and unsecured revolving loan receivables. Sales-type leases are generally due in monthly, quarterly or semi-annual installments over periods ranging from three to five years. Loan receivables arise primarily from financing services offered to our customers for postage and related supplies. Loan receivables are generally due each month; however, customers may rollover outstanding balances. The components of finance receivables at June 30, 2011 and December 31, 2010 are shown in the tables below. Finance receivables of our Canadian operations were previously included in the International segment. In line with changes made in our segment presentation (see Note 14), Canadian finance receivables are now included with U.S. finance receivables in the North America segment. Prior year disclosures have been reclassified to conform to the current year presentation.

	June 30, 2011 — North America	International		Total
Sales-type lease receivables
Gross finance receivables	$ 1,829,573	$	488,594	$	2,318,167
Unguaranteed residual values	205,157		21,777		226,934
Unearned income	(372,308	)	(111,613	)	(483,921	)
Allowance for credit losses	(27,608	)	(13,424	)	(41,032	)
Net investment in sales-type lease receivables	1,634,814		385,334		2,020,148
Loan receivables
Loan receivables	417,771		43,393		461,164
Allowance for credit losses	(24,381	)	(2,495	)	(26,876	)
Net investment in loan receivables	393,390		40,898		434,288
Net investment in finance receivables	$ 2,028,204	$	426,232	$	2,454,436
	December
31, 2010
	North
America	International		Total
Sales-type lease receivables
Gross finance receivables	$ 1,940,833	$	474,895	$	2,415,728
Unguaranteed residual values	235,392		20,333		255,725
Unearned income	(415,891	)	(107,592	)	(523,483	)
Allowance for credit losses	(27,792	)	(13,318	)	(41,110	)
Net investment in sales-type lease receivables	1,732,542		374,318		2,106,860
Loan Receivables
Loan receivables	453,362		34,193		487,555
Allowance for credit losses	(26,208	)	(2,112	)	(28,320	)
Net investment in loan receivables	427,154		32,081		459,235
Net investment in finance receivables	$ 2,159,696	$	406,399	$	2,566,095

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Activity in the allowance for credit losses for the six months ended June 30, 2011 is as follows:

	Allowance for Credit Losses
	Sales-type Lease Receivables			Loan Receivables
	North America	International		North America		International		Total
Balance January 1, 2011	$ 27,792	$	13,318	$	26,208	$	2,112	$	69,430
Amounts charged to expense	6,497		5,097		5,703		1,248		18,545
Accounts written off	(6,681	)	(4,991	)	(7,530	)	(865	)	(20,067	)
Balance June 30, 2011	$ 27,608	$	13,424	$	24,381	$	2,495	$	67,908
The aging of finance
receivables at June 30, 2011 and December 31, 2010 is as follows:
	Sales-type Lease Receivables			Loan Receivables
	North America	International		North America		International		Total
June 30, 2011
< 31 days past due	$ 1,731,328	$	455,880	$	396,980	$	41,440	$	2,625,628
> 30 days and < 61 days	42,783		11,892		11,991		1,081		67,747
> 60 days and < 91 days	24,479		5,482		3,635		357		33,953
> 90 days and < 121 days	9,203		4,709		2,047		247		16,206
> 120 days	21,780		10,631		3,118		268		35,797
TOTAL	$ 1,829,573	$	488,594	$	417,771	$	43,393	$	2,779,331
Past due amounts > 90 days
Still accruing interest	$ 9,203	$	4,709	$		$		$	13,912
Not accruing interest	21,780		10,631		5,165		515		38,091
TOTAL	$ 30,983	$	15,340	$	5,165	$	515	$	52,003
December 31, 2010
< 31 days past due	$ 1,831,655	$	447,459	$	430,042	$	32,389	$	2,741,545
> 30 days and < 61 days	45,234		10,018		12,081		1,149		68,482
> 60 days and < 91 days	29,380		4,743		4,711		325		39,159
> 90 days and < 121 days	8,654		3,985		2,712		192		15,543
> 120 days	25,910		8,690		3,816		138		38,554
TOTAL	$ 1,940,833	$	474,895	$	453,362	$	34,193	$	2,903,283
Past due amounts > 90 days
Still accruing interest	$ 8,654	$	3,985	$		$		$	12,639
Not accruing interest	25,910		8,690		6,528		330		41,458
TOTAL	$ 34,564	$	12,675	$	6,528	$	330	$	54,097

Credit Quality

We use credit scores as one of many data elements in making the decision to grant credit at inception, setting credit lines at inception, managing credit lines through the life of the customer, and to assist in collections strategy.

We use a third party to score the majority of the North American portfolio on a quarterly basis using a commercial credit score. Accounts may not receive a score because of data issues related to SIC information, customer identification mismatches between the

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

various data sources and other reasons. We do not currently score the portfolios outside of North America because the cost to do so is prohibitive, it is a fragmented process and there is no single credit score model that covers all countries. However, credit policies are similar to those in North America.

The table below shows the North American portfolio at June 30, 2011 and December 31, 2010 by relative risk class (low, medium and high) based on the relative scores of the accounts within each class. A fourth class is shown for accounts that are not scored. The degree of risk, as defined by the third party, refers to the relative risk that an account in the next 12 month period may become delinquent. Absence of a score is not indicative of the credit quality of the account.

| - | Low risk accounts are
companies with very good credit risk |
| --- | --- |
| - | Medium risk accounts are
companies with average to good credit risk |
| - | High risk accounts are
companies with poor credit risk, are delinquent or are at risk of becoming
delinquent |

Although the relative score of accounts within each class is used as a factor for determining the establishment of a customer credit limit, it is not indicative of our actual history of losses due to the business essential nature of our products and services.

The aging schedule included above, showing approximately 1.9% of the portfolio as greater than 90 days past due, and the roll-forward schedule of the allowance for credit losses, showing the actual losses for the six months ended June 30, 2011 are more representative of the potential loss performance of our portfolio than relative risk based on scores, as defined by the third party.

	June 30, 2011
Sales-type lease receivables
Risk Level
Low	$ 1,165,660	$	1,191,682
Medium	496,408		512,419
High	60,538		60,755
Not Scored	106,967		175,977
Total	$ 1,829,573	$	1,940,833
Loan receivables
Risk Level
Low	$ 248,149	$	274,156
Medium	152,001		155,615
High	15,806		21,768
Not Scored	1,815		1,823
Total	$ 417,771	$	453,362
Leveraged
Leases
Our investment in leveraged
lease assets consists of the following:
	June 30, 2011	December
31, 2010
Rental receivables	$ 1,838,183	$	1,802,107
Unguaranteed residual
values	14,587		14,141
Principal and interest on
non-recourse loans	(1,396,219	)	(1,373,651	)
Unearned income	(194,499	)	(191,591	)
Investment in leveraged
leases	262,052		251,006
Less: deferred taxes
related to leveraged leases	(201,291	)	(192,128	)
Net investment in leveraged
leases	$ 60,761	$	58,878

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

The components of income from leveraged leases for the three and six months ended June 30, 2011 and 2010 is as follows:

	Three Months Ended June 30, — 2011	2010		2011		2010
Pre-tax leveraged lease
income	$ 1,558	$	1,360	$	3,094	$	2,735
Income tax effect	(81	)	(72	)	(163	)	(147	)
Income from leveraged
leases	$ 1,477	$	1,288	$	2,931	$	2,588

14. Segment Information

We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions and Enterprise Business Solutions. As a result of certain organizational changes effective January 1, 2011, we have reclassified certain prior year amounts to conform to the current year presentation. The principal products and services of each of our reporting segments are as follows:

Small & Medium Business Solutions:

| North America Mailing : Includes the U.S. and Canadian revenue and
related expenses from the sale, rental and financing of our mail finishing,
mail creation, shipping equipment and software; supplies; support and other
professional services; and payment solutions. |
| --- |
| International Mailing : Includes the revenue and related expenses
from the sale, rental and financing of our mail finishing, mail creation,
shipping equipment and software; supplies; support and other professional
services; and payment solutions outside North America. |

Enterprise Business Solutions:

| Production Mail : Includes the worldwide revenue and related
expenses from the sale, support and other professional services of our
high-speed, production mail systems, sorting and production print equipment. |
| --- |
| Software : Includes the worldwide revenue and related expenses from the sale and support
services of non-equipment-based mailing, customer relationship and
communication and location intelligence software. |
| Management Services : Includes worldwide revenue and related
expenses from facilities management services; secure mail services;
reprographic, document management services; and litigation support and
eDiscovery services. |
| Mail Services : Includes worldwide revenue and related expenses from presort mail
services and cross-border mail services. |
| Marketing Services : Includes revenue and related expenses from
direct marketing services for targeted customers. |

Earnings before interest and taxes (EBIT), a non-GAAP measure, is determined by deducting from segment revenue the related costs and expenses attributable to the segment. EBIT excludes interest, taxes, general corporate expenses and restructuring charges, which are generally managed across the entire company on a consolidated basis, and asset impairments. EBIT is useful to management in demonstrating the operational profitability of the segments excluding centrally managed costs, and is also used for purposes of measuring the performance of our management team. Segment EBIT; however, may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Revenue and EBIT by business segment for the three and six months ended June 30, 2011 and 2010 is as follows:

	Three Months Ended June 30, — 2011	2010		2011		2010
Revenue:
North America Mailing	$ 493,653	$	520,581	$	1,002,692	$	1,055,244
International Mailing	176,158		155,579		346,691		327,602
Small & Medium Business Solutions	669,811		676,160		1,349,383		1,382,846
Production Mail	133,769		121,466		265,375		247,345
Software	99,783		84,195		195,768		165,202
Management Services	240,461		248,809		482,085		503,425
Mail Services	134,273		129,139		278,556		277,162
Marketing Services	36,377		37,468		66,376		69,490
Enterprise Business Solutions	644,663		621,077		1,288,160		1,262,624
Total revenue	$ 1,314,474	$	1,297,237	$	2,637,543	$	2,645,470
	Three Months Ended June 30,			Six Months Ended June 30,
	2011	2010		2011		2010
EBIT:
North America Mailing	$ 175,786	$	179,531	$	355,447	$	365,805
International Mailing	26,735		17,121		49,928		37,563
Small & Medium Business Solutions	202,521		196,652		405,375		403,368
Production Mail	9,223		9,010		16,397		20,917
Software	9,542		5,727		15,054		9,511
Management Services	19,979		22,181		41,008		42,273
Mail Services	9,819		5,197		20,084		30,474
Marketing Services	6,792		7,337		10,952		11,859
Enterprise Business Solutions	55,355		49,452		103,495		115,034
Total EBIT	257,876		246,104		508,870		518,402
Unallocated amounts:
Interest, net (1)	(48,527	)	(50,329	)	(99,122	)	(99,163	)
Corporate expenses	(45,179	)	(43,496	)	(85,380	)	(86,230	)
Restructuring charges and asset impairments	(4,994	)	(48,512	)	(31,018	)	(69,234	)
Income from continuing operations before income taxes	$ 159,176	$	103,767	$	293,350	$	263,775

(1) Interest, net includes financing interest expense, other interest expense and interest income.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

15. Pensions and Other Benefit Programs

Defined Benefit Pension Plans

The components of net periodic benefit cost for defined benefit pension plans for the three and six months ended June 30, 2011 and 2010 are as follows:

	United States
	Three Months Ended June 30,			Three Months Ended June 30,
	2011	2010		2011		2010
Service cost	$ 4,702	$	5,825	$	1,929	$	1,719
Interest cost	21,931		22,253		7,198		6,699
Expected return on plan
assets	(31,711	)	(30,513	)	(8,088	)	(7,032	)
Amortization of transition
credit					(2	)	(2	)
Amortization of prior
service cost (credit)	37		(657	)	44		70
Recognized net actuarial
loss	9,347		8,046		2,787		2,458
Settlement			559
Special termination
benefits (1)	368				10
Curtailment (1)	394				224
Net periodic benefit cost	$ 5,068	$	5,513	$	4,102	$	3,912
	United States			Foreign
	Six Months Ended June 30,			Six Months Ended June 30,
	2011	2010		2011		2010
Service cost	$ 9,725	$	11,542	$	3,814	$	3,494
Interest cost	43,870		45,049		14,255		13,628
Expected return on plan assets	(61,529	)	(61,548	)	(16,033	)	(14,270	)
Amortization of transition credit					(4	)	(4	)
Amortization of prior service cost (credit)	73		(1,289	)	88		139
Recognized net actuarial loss	18,761		16,118		5,525		5,001
Settlement			3,440
Special termination benefits (1)	760				10
Curtailment (1)	2,096				224
Net periodic benefit cost	$ 13,756	$	13,312	$	7,879	$	7,988
(1) Amounts charged to
restructuring. See Note 11 for further information.
Through
June 30, 2011, we contributed $127 million and $12 million to our U.S. and
foreign pension plans, respectively, which includes a special contribution of
$123 million to our U.S. plan. We will continue to assess our funding
alternatives as the year progresses.
Nonpension Postretirement Benefit Plans
The
components of net periodic benefit cost for nonpension postretirement benefit
plans for the three and six months ended June 30, 2011 and 2010 are as
follows:
	Three Months Ended June 30,			Six Months Ended June 30,
	2011	2010		2011		2010
Service cost	$ 796	$	932	$	1,667	$	1,862
Interest cost	3,300		3,514		6,771		6,912
Amortization of prior service credit	(687	)	(627	)	(1,252	)	(1,255	)
Amortization of net loss	1,839		1,734		3,833		3,397
Special termination benefits (1)	46				113
Curtailment (1)	386				1,236
Net periodic benefit cost	$ 5,680	$	5,553	$	12,368	$	10,916
(1) Amounts charged to
restructuring. See Note 11 for further information.

PITNEY BOWES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited; table amounts in thousands of dollars, unless otherwise noted)

Contributions for benefit payments were $8 million and $6 million for the three months ended June 30, 2011 and 2010, respectively, and $15 million and $13 million for the six months ended June 30, 2011 and 2010, respectively.

16. Earnings per Share

The calculation of basic and diluted earnings per share for the three and six months ended June 30, 2011 and 2010 is presented below. The sum of earnings per share amounts may not equal the totals due to rounding.

	Three Months Ended June 30, — 2011	2010		2011		2010
Numerator:
Amounts attributable to common stockholders:
Income from continuing operations	$ 101,570	$	64,047	$	189,756	$	146,216
Loss from discontinued operations	(635	)	(2,666	)	(2,517	)	(5,796	)
Net income (numerator for diluted EPS)	100,935		61,381		187,239		140,420
Less: Preference stock dividend	(14	)	(16	)	(29	)	(33	)
Income attributable to common stockholders (numerator for basic EPS)	$ 100,921	$	61,365	$	187,210	$	140,387
Denominator (in thousands):
Weighted-average shares used in basic EPS	203,171		207,517		203,372		207,412
Effect of dilutive shares:
Preferred stock	2		2		2		2
Preference stock	453		509		454		518
Stock options and stock purchase plans	34		28		39		25
Other stock plans	425		3		360		15
Weighted-average shares used in diluted EPS	204,085		208,059		204,227		207,972
Basic earnings per share:
Income from continuing operations	$ 0.50	$	0.31	$	0.93	$	0.70
Loss from discontinued operations	(0.00	)	(0.01	)	(0.01	)	(0.03	)
Net income	$ 0.50	$	0.30	$	0.92	$	0.68
Diluted earnings per share:
Income from continuing operations	$ 0.50	$	0.31	$	0.93	$	0.70
Loss from discontinued operations	(0.00	)	(0.01	)	(0.01	)	(0.03	)
Net income	$ 0.49	$	0.30	$	0.92	$	0.68
Anti-dilutive shares (in thousands):
Anti-dilutive shares not used in calculating diluted weighted-average
shares	14,224		14,879		14,023		15,503

On February 14, 2011, we granted approximately 1.3 million stock options and 0.6 million restricted stock units to employees.

I tem 2: Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements contained in this report and our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2010 (2010 Annual Report). All table amounts are presented in millions of dollars, unless otherwise stated.

Forward-Looking Statements

This Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are forward-looking. We want to caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in this Form 10-Q may change based on various factors. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as estimate, target, project, plan, believe, expect, anticipate, intend, and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause future financial performance to differ materially from the expectations as expressed in any forward-looking statement made by or on our behalf include, without limitation:

| | negative developments in economic conditions, including adverse
impacts on customer demand |
| --- | --- |
| | changes in postal or banking regulations or in the financial health
of national posts |
| | timely development and acceptance of new products |
| | declining physical mail volumes |
| | success in gaining product approval in markets where regulatory
approval is required |
| | successful entry into new markets |
| | mailers utilization of alternative means of communication or
competitors products |
| | our success at managing customer credit risk |
| | our success at managing costs associated with our strategy of
outsourcing functions and operations not central to our business |
| | changes in interest rates |
| | foreign currency fluctuations |
| | cost, timing and execution of our transformation plans including any
potential asset impairments |
| | regulatory approvals and satisfaction of other conditions to
consummate and integrate any acquisitions |
| | interrupted use of key information systems |
| | changes in international or national political conditions, including
any terrorist attacks |
| | intellectual property infringement claims |
| | impact on mail volume resulting from current concerns over the use of
the mail for transmitting harmful biological agents |
| | third-party suppliers ability to provide product components,
assemblies or inventories |
| | negative income tax adjustments or other regulatory levies for prior
audit years and changes in tax laws or regulations |
| | changes in pension, health care and retiree medical costs |
| | changes in privacy laws |
| | acts of nature, fire, explosions and other disasters beyond our
control |

Overview

For the second quarter 2011, revenue increased 1% to $1,314 million compared to the prior year. Foreign currency translation contributed 3% to revenue growth. Excluding the effects of foreign currency translation in the quarter, equipment sales and software revenue increased 1% and 13%, respectively, compared to the prior year; but were offset by declines in rental revenue (7%), financing revenue (7%), supplies revenue (3%) and services revenue (3%).

Net income from continuing operations attributable to common stockholders was $102 million, or $0.50 per diluted share for the quarter compared to $64 million or $0.31 per diluted share for the same period in the prior year. Net income from continuing operations attributable to common stockholders for the six months ended June 30, 2011 was $190 million, or $0.93 per diluted share compared to $146 million or $0.70 per diluted share for the six months ended June 30, 2010.

The disruption caused by the fire at our Dallas mail presort facility resulted in the loss of $9 million in revenue and $0.03 per diluted share in the quarter. At the end of June, we completed the outfitting of a new facility and began processing customer mail from this facility. We expect to be operating at or above pre-fire capacity in this facility in the third quarter. To date, we have received $25 million as partial payment from insurance companies, of which $15 million was received as of June 30, 2011.

We generated $449 million in cash from operations, which was used primarily to pay $151 million of dividends to our common stockholders, fund capital investments of $88 million, reduce debt by $50 million and repurchase $50 million of our common stock.

Outlook

The worldwide economy and business environment continues to be uncertain, especially for small businesses. This uncertain economic environment has impacted our financial results and in particular our recurring revenue streams, including our high-margin financing, rental and supplies revenue streams. Recovery of these recurring revenue streams will lag a recovery in equipment sales. While we have been successful in reducing our cost structure across the entire business and shifting to a more variable cost structure, these actions have not been sufficient to completely offset the impact of lower revenues. We remain focused on streamlining our business operations and creating more flexibility in our cost structure.

Our growth strategies focus on leveraging our expertise in physical communications with our expanding capabilities in digital and hybrid communications. We see long-term opportunities in delivering products, software, services and solutions that help customers grow their business by more effectively managing their physical and digital communications with their customers.

We continue to expect our mix of revenue to change, with a greater percentage of revenue coming from enterprise related products and solutions. We expect that our future results will continue to be impacted by changes in global economic conditions and their impact on mail intensive industries. It is not expected that total mail volumes will rebound to prior peak levels in an economic recovery, and future mail volume trends will continue to be a factor for our businesses.

In July, we entered into a series of settlements with the IRS in connection with their examination of our tax years 2001-2004 under which we agreed on the tax treatment of a number of disputed issues and to revised tax calculations. In the third quarter, we expect to release approximately $50 million of tax reserves, about $30 million of which will be released through Discontinued Operations. We also expect to owe approximately $400 million of tax and interest that has previously been paid through the purchase of tax bonds. Consequently, this settlement will have no impact on our cash position.

The IRS exam of tax years 2001-2004 is estimated to be completed within the next six months and the examination of years 2005-2008 within the next 12-to-18 months. The ultimate resolution of any remaining matters could have a material impact, positive or negative, on our results of operations, financial position and cash flows. See Note 7 to the unaudited Condensed Consolidated Financial Statements for further information.

RESULTS OF OPERATIONS

Second Quarter 2011 compared to Second Quarter 2010

Business segment results

We conduct our business activities in seven reporting segments within two business groups, Small & Medium Business Solutions (SMB Solutions) and Enterprise Business Solutions (EB Solutions). The following table shows revenue and EBIT for the business segments for the three months ended June 30, 2011 and 2010. EBIT, a non-GAAP measure, is determined by deducting from segment revenue the related costs and expenses attributable to the segment. EBIT excludes interest, taxes, general corporate expenses and restructuring charges, which are generally managed across the entire company on a consolidated basis, and asset impairments. EBIT is useful to management in demonstrating the operational profitability of the segments excluding centrally managed costs, and is also used for purposes of measuring the performance of our management team. Segment EBIT; however, may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations. Refer to Note 14 to the Condensed Consolidated Financial Statements for a reconciliation of segment EBIT to income from continuing operations before income taxes. Amounts in the table below may not sum to the total due to rounding.

	Revenue				EBIT
	Three Months Ended June 30,				Three Months Ended June 30,
	2011	2010	% change		2011	2010	% change
North
America Mailing	$ 494	$ 521	(5	)%	$ 176	$ 180	(2	)%
International
Mailing	176	156	13	%	27	17	56	%
SMB Solutions	670	676	(1	)%	203	197	3	%
Production
Mail	134	121	10	%	9	9	2	%
Software	100	84	19	%	10	6	67	%
Management
Services	240	249	(3	)%	20	22	(10	)%
Mail
Services	134	129	4	%	10	5	89	%
Marketing
Services	36	37	(3	)%	7	7	(7	)%
EB Solutions	645	621	4	%	55	49	12	%
Total	$ 1,314	$ 1,297	1	%	$ 258	$ 246	5	%

Small & Medium Business Solutions

During the quarter, Small & Medium Business Solutions revenue decreased 1% to $670 million and EBIT increased 3% to $203 million, compared to prior year. Within the Small & Medium Business Solutions group during the quarter:

North America Mailing revenue decreased 5% to $494 million compared to the prior year, driven primarily by lower equipment, financing, rental, supplies and service revenues. Equipment sales continue to be negatively impacted by increased lease extensions. Lease extensions are profitable transactions but generate less revenue than new equipment sales. Declining equipment sales in prior periods is also driving the decline in financing revenue. Rental, supplies and service revenues were lower than prior year primarily due to lower volumes and fewer placements of new meters. Foreign currency translation had a 1% favorable impact on revenue. EBIT decreased 2% to $176 million, compared to prior year. However, EBIT margin of 35.6% improved over the prior year margin of 34.5% due to the benefits of our ongoing productivity initiatives, lower credit losses and extensions of customer leases.

International Mailing revenue increased 13% to $176 million compared to the prior year, primarily driven by foreign currency translation. Within International Mailing, equipment sales increased 5%, but were offset by a decline of 9% in rental revenue, primarily due to a higher mix of equipment sales revenue compared to rentals revenue in France. EBIT increased 56% to $27 million compared to the prior year, primarily due to past and ongoing productivity initiatives. Foreign currency translation had a positive impact of 11% on EBIT.

Enterprise Business Solutions

During the quarter, Enterprise Business Solutions revenue increased 4% to $645 million and EBIT increased 12% to $55 million, compared to prior year. Within the Enterprise Business Solutions group during the quarter:

Production Mail revenue increased 10% over the prior year to $134 million due to higher sales of inserting equipment in North America and Asia. Foreign currency translation had a 5% favorable impact on revenue. Production Mail EBIT of $9 million was

consistent with the prior year. EBIT in the quarter was impacted by investments of $4 million in the development of Volly TM , our secure digital mail delivery service; however, the impact of these investments was offset by the higher equipment sales and the favorable impact of foreign currency translation of 2%.

Software revenue increased 19% over the prior year to $100 million. Acquisitions made in the latter half of 2010 accounted for 8% of the increase and foreign currency translation accounted for 7% of the increase. The remaining increase was primarily due to higher licensing revenue in all regions. We continue to enter into multi-year software licensing agreements, which will increase recurring revenue streams in future periods. Software EBIT increased 67% to $10 million primarily due to the increase in revenue.

Management Services revenue decreased 3% to $240 million. Foreign currency had a 3% favorable impact on revenue. EBIT decreased 10% to $20 million, compared to the prior year. The decrease in revenue and EBIT was primarily due to account contractions and terminations in the U.S. last year.

Mail Services revenue increased 4% to $134 million and EBIT increased 89% to $10 million compared to the prior year. However, current year revenue and EBIT were both adversely impacted $9 million by the fire that disrupted operations at our Dallas mail presort facility and prior year revenue and EBIT includes the negative impact of a one-time out of period adjustment of $21 million and $16 million, respectively, primarily related to the correction of rates used previously to estimate earned but unbilled International Mail Services revenue for the periods 2007 through the first quarter 2010. Excluding these items, revenue and EBIT decreased 4% and 13%, respectively, primarily due to lower shipping volumes coupled with higher shipping rates charged by international carriers in our International Mail Services business.

Marketing Services revenue decreased 3% to $36 million compared to the prior year primarily due to fewer household moves and a transition to a recently introduced online service for movers. EBIT decreased 7% to $7 million primarily due to the decrease in revenue and investments made in our new online service.

Revenue and Cost of revenue by source

The following tables show revenue and cost of revenue by source for the three months ended June 30, 2011 and 2010. Amounts in the tables may not sum to the total due to rounding.

Revenue

	Three Months Ended June 30, — 2011	2010	% change
Equipment
sales	$ 243	$ 228	7	%
Supplies	79	77	2	%
Software	106	88	20	%
Rentals	143	150	(5	)%
Financing	150	157	(4	)%
Support
services	177	175	1	%
Business
services	418	422	(1	)%
Total revenue	$ 1,314	$ 1,297	1	%

Cost of revenue

	Three Months Ended June 30,
			Percentage of Revenue
	2011	2010	2011	2010
Cost of
equipment sales	$ 104	$ 101	43.0 %	44.3 %
Cost of
supplies	26	24	32.5 %	31.4 %
Cost of
software	25	21	23.6 %	24.0 %
Cost of
rentals	33	34	23.0 %	22.9 %
Financing
interest expense	22	22	14.8 %	13.9 %
Cost of
support services	115	112	65.3 %	63.7 %
Cost of
business services	325	338	77.8 %	80.1 %
Total cost of revenue	$ 651	$ 652	49.5 %	50.3 %

Equipment sales

Equipment sales revenue increased 7% to $243 million compared to the prior year. Foreign currency translation accounted for 5% of the increase. The underlying increase was driven by a 12% increase in Production Mail and a 5% increase in International Mailing, partially offset by a 5% decrease in North America Mailing equipment sales. Cost of equipment sales as a percentage of revenue

decreased to 43.0% compared to 44.3% in the prior year primarily due to the mix of higher margin product sales in the mailing and production mail businesses and lease extensions.

Supplies

Supplies revenue increased 2% to $79 million compared to the prior year, with foreign currency translation having a 5% favorable impact. The underlying decrease was due to lower supplies usage resulting from reduced mail volumes and fewer installed meters worldwide. Cost of supplies as a percentage of revenue was 32.5% compared with 31.4% in the prior year primarily due to the increasing mix of lower margin supplies sales.

Software

Software revenue increased 20% to $106 million compared to the prior year. Acquisitions accounted for 7% of the increase and favorable foreign currency translation contributed an additional 7%. The remaining increase was primarily due to higher licensing revenue in all regions. Cost of software as a percentage of revenue improved to 23.6% compared with 24.0% in the prior year due to an increase in high margin licensing revenue.

Rentals

Rentals revenue decreased 5% to $143 million compared to the prior year as customers in the United States continue to downsize to smaller, fully featured machines and fewer installed meters. Internationally, rentals revenue has been impacted by the weak economic conditions and the higher mix of equipment sales revenue compared to rentals revenue in France. Foreign currency translation had a favorable impact of 2%. Cost of rentals as a percentage of revenue was 23.0%, consistent with the 22.9% in the prior year.

Financing

Financing revenue decreased 4% to $150 million compared to the prior year. Lower equipment sales in prior periods have resulted in a decline in our worldwide lease portfolio. Foreign currency translation had a favorable impact of 2%.

Financing interest expense as a percentage of revenue increased to 14.8% compared to 13.9% in the prior year, principally due to a higher overall effective interest rate. In computing our financing interest expense, which represents our cost of borrowing associated with the generation of financing revenues, we assume a 10:1 leveraging ratio of debt to equity and apply our overall effective interest rate to the average outstanding finance receivables.

Support Services

Support services revenue increased 1% to $177 million compared to the prior year, with foreign currency translation having a 4% favorable impact. The underlying decrease in revenue is due to lower new mailing equipment placements in the United States. Cost of support services as a percentage of revenue increased to 65.3% compared with 63.7% in the prior year primarily due to a more complex installation process associated with the Connect+ TM product.

Business Services

Business services revenue decreased 1% to $418 million compared to the prior year, with foreign currency translation having a 4% favorable impact. The underlying decrease in revenue is primarily driven by the loss of several large contracts during 2010, the impact of the fire at our Dallas mail presort facility and the timing of new business. Cost of business services as a percentage of revenue improved to 77.8% compared with 80.1% in the prior year primarily due to the reduction to prior year revenue from the one-time out of period adjustment in the International Mail Services business.

Selling, general and administrative (SG&A)

SG&A expenses increased $10 million, or 2%; however, foreign currency translation increased SG&A by $17 million, or 4% and acquisitions completed after the second quarter 2010 increased SG&A by $7 million, or 2%. The underlying decrease in SG&A of $14 million, or 3% is primarily due to our cost reduction initiatives. As a percentage of revenue, SG&A was 33.2% compared with 32.9% in the prior year.

Research and development

Research and development expenses decreased $1 million, or 2% from the prior year due to cost reduction initiatives and the completion of development work for Connect+ TM , which was launched in 2010.

Restructuring charges and asset impairments

See Note 11 to the unaudited Condensed Consolidated Financial Statements.

Income taxes

See Note 7 to the unaudited Condensed Consolidated Financial Statements.

Discontinued operations

See Note 3 to the unaudited Condensed Consolidated Financial Statements.

Preferred stock dividends of subsidiaries attributable to noncontrolling interests

See Note 8 to the unaudited Condensed Consolidated Financial Statements.

Six Months Ended June 30, 2011 compared to Six Months Ended June 30, 2010

The following tables show revenue and cost of revenue by source for the six months ended June 30, 2011 and 2010. Amounts in the tables may not sum to the total due to rounding.

Revenue

	Six Months Ended June 30, — 2011	2010	% change
Equipment
sales	$ 485	$ 467	4	%
Supplies	161	162	(1	)%
Software	205	172	19	%
Rentals	286	306	(7	)%
Financing	304	319	(5	)%
Support
services	355	355		%
Business
services	841	863	(3	)%
Total revenue	$ 2,638	$ 2,645		%

Cost of revenue

	Six Months Ended June 30,
			Percentage of Revenue
	2011	2010	2011	2010
Cost of
equipment sales	$ 219	$ 207	45.2 %	44.3 %
Cost of
supplies	52	50	32.1 %	30.5 %
Cost of
software	50	42	24.4 %	24.6 %
Cost of
rentals	65	71	22.9 %	23.4 %
Financing
interest expense	45	44	15.0 %	13.7 %
Cost of
support services	231	226	64.9 %	63.7 %
Cost of
business services	659	668	78.3 %	77.4 %
Total cost of revenue	$ 1,321	$ 1,308	50.1 %	49.5 %

Equipment sales

Equipment sales revenue increased 4% to $485 million compared to the prior year primarily due to a favorable impact from foreign currency translation. Equipment sales were up 9% in Production Mail due to sales of production print equipment but were offset by lower equipment sales in North America Mailing. Cost of equipment sales as a percentage of revenue increased to 45.2% compared to 44.3% in the prior year primarily due to the impact of foreign currency translation and a higher mix of lower margin product sales in the North American Mailing and Production Mail businesses in the first quarter 2011.

Supplies

Supplies revenue decreased 1% to $161 million compared to the prior year, with foreign currency translation having a 3% favorable impact. This decrease was due to lower supplies usage resulting from reduced mail volumes and fewer installed meters worldwide. Cost of supplies as a percentage of revenue increased to 32.1% compared with 30.5% in the prior year primarily due to the increasing mix of lower margin product sales worldwide.

Software

Software revenue increased 19% to $205 million compared to the prior year. Acquisitions accounted for 8% of the increase and foreign currency translation accounted for an additional 5% increase. The remaining increase was due to higher licensing revenue in all regions. Cost of software as a percentage of revenue improved slightly to 24.4% compared with 24.6% in the prior year primarily due to the increase in high margin licensing revenue.

Rentals

Rentals revenue decreased 7% to $286 million compared to the prior year as customers in the U.S. continue to downsize to smaller, fully featured machines and the weak economic conditions continue to have an adverse impact on the international rental market. Foreign currency translation had a favorable impact of 1%. Cost of rentals as a percentage of revenue improved to 22.9% compared with 23.4% in the prior year primarily due to lower depreciation associated with higher levels of lease extensions.

Financing

Financing revenue decreased 5% to $304 million compared to the prior year as lower equipment sales in prior periods have resulted in a decline in our worldwide lease portfolio. Foreign currency translation had a favorable impact of 1%. Financing interest expense as a percentage of revenue increased to 15.0% compared to 13.7% in the prior year primarily due to higher overall effective interest rates.

Support Services

Support services revenue was unchanged at $355 million compared to the prior year. Foreign currency translation had a 3% favorable impact on revenue. The underlying decrease was driven by lower new equipment placements worldwide. Cost of support services as a percentage of revenue increased to 64.9% compared with 63.7% in the prior year primarily due to a more complex installation process associated with the Connect+ TM product.

Business Services

Business services revenue decreased 3% to $841 million compared to the prior year primarily due to the loss of several large contracts during 2010 and the impact of the fire at our Dallas mail presort facility. Foreign currency translation had a 1% favorable impact. Cost of business services as a percentage of revenue increased to 78.3% compared with 77.4% in the prior year primarily due to lower revenues and higher shipping costs in our International Mail Services businesses.

Selling, general and administrative (SG&A)

SG&A expenses decreased $4 million (less than 1%) compared to the prior year. However, the impact of foreign currency translation resulted in an increase of $20 million, or 2%, and acquisitions completed after the second quarter 2010 increased SG&A by $12 million, or 1%. The underlying decrease in SG&A of $35 million, or 4%, was due to our cost reduction initiatives. As a percentage of revenue, SG&A was 32.8% compared with 32.9% in the prior year.

Research and development

Research and development expenses decreased $7 million, or 9% from the prior year due to cost reduction initiatives and the completion of development work for Connect+ TM .

Restructuring charges and asset impairments

See Note 11 to the Condensed Consolidated Financial Statements.

Income taxes

See Note 7 to the Condensed Consolidated Financial Statements.

Discontinued operations

See Note 3 to the Condensed Consolidated Financial Statements.

Preferred stock dividends of subsidiaries attributable to noncontrolling interests

See Note 8 to the Condensed Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

We believe that cash flow from operations, existing cash and liquid investments, as well as borrowing capacity under our commercial paper program, the existing credit facility and debt capital markets should be sufficient to finance our capital requirements and to cover our customer deposits. Our potential uses of cash include, but are not limited to, growth and expansion opportunities; internal investments; customer financing; severance and benefits payments under our restructuring programs; income tax, interest and dividend payments; pension and other benefit plan funding; acquisitions; and share repurchases.

We continuously review our liquidity profile. We monitor for material changes in the creditworthiness of those banks acting as derivative counterparties, depository banks or credit providers to us through credit ratings and the credit default swap market. We have determined that there has not been a material variation in the underlying sources of cash flows currently used to finance the operations of the company. To date, we have had consistent access to the commercial paper market.

Cash Flow Summary

The change in cash and cash equivalents is as follows:

	Six Months Ended June 30, — 2011	2010
Net cash
provided by operating activities	$ 449	$	424
Net cash
used in investing activities	(109	)	(136	)
Net cash
used in financing activities	(253	)	(232	)
Effect of
exchange rate changes on cash and cash equivalents	7		(9	)
Increase in
cash and cash equivalents	$ 94	$	47

2011 Cash Flows

Net cash provided by operating activities consists primarily of net income adjusted for non-cash items and changes in operating assets and liabilities. Decreases in finance receivables and accounts receivables contributed $140 million and $82 million of cash, respectively. Due to declining equipment sales, finance receivables have declined as cash collections exceed the financing of new business. Similarly, accounts receivables have declined primarily due to cash collections in excess of new billings. In addition, the timing of tax payments and tax refunds received contributed $115 million. Partially offsetting these inflows was a special contribution to our U.S. pension plan of $123 million, restructuring payments of $52 million and payments of accounts payable and accrued liabilities of $85 million.

Net cash used in investing activities consisted of capital expenditures of $88 million and the net purchase of investment securities of $36 million.

Net cash used in financing activities consisted primarily of dividends paid to common stockholders of $151 million, net payments of commercial paper borrowings of $50 million and the repurchase of $50 million of our common stock.

2010 Cash Flows

Cash provided by operating activities included decreases in finance receivables and accounts receivables of $126 million and $95 million, respectively. The decrease in finance receivables is due to the decline in the finance receivables portfolio as a result of reduced equipment sales from prior periods. The decrease in accounts receivables is primarily due to lower billings and strong collections. Partially offsetting these factors was an increase in inventory of $32 million, a reduction in accounts payable and accrued liabilities of $64 million due to the timing of payments and $67 million in restructuring payments.

Net cash used in investing activities consisted principally of the net purchase of short-term investments of $84 million and capital expenditures of $59 million.

Net cash used in financing activities included dividends paid to common stockholders of $151 million and net payments of commercial paper borrowings of $77 million.

Capital Expenditures

Capital expenditures for the six months ended June 30, 2011 and 2010 included additions to property, plant and equipment of $56 million and $26 million, respectively, and additions to rental equipment and related inventories of $32 million and $32 million, respectively. Capital expenditures for property, plant and equipment were significantly higher this year compared to the prior year due to the replacement of equipment destroyed by the fire at our Dallas presort mail facility. We have no material commitments for capital expenditures at June 30, 2011.

Financings and Capitalization

We are a Well-Known Seasoned Issuer with the SEC, which allows us to issue debt securities, preferred stock, preference stock, common stock, purchase contracts, depositary shares, warrants and units in an expedited fashion. We have a commercial paper program that is a significant source of liquidity for us and a committed line of credit of $1.25 billion which supports our commercial paper issuance. The line of credit expires in 2013. We have not experienced any problems to date in accessing the commercial paper market. As of June 30, 2011, the line of credit had not been drawn upon.

At June 30, 2011, there was no outstanding commercial paper. During the quarter ended June 30, 2011, borrowings under our commercial paper program averaged $186 million at a weighted-average interest rate of 0.20% and the maximum amount of commercial paper issued at any point in time was $293 million.

There have been no significant changes to long-term debt since December 31, 2010. In April 2011, we entered into interest rate swap agreements with an aggregate notional value of $450 million that effectively converted the fixed rate interest payments on our $450 million 4.875% notes due in 2014 into variable rates. Under the terms of these agreements, we pay a weighted-average variable rate based on three month LIBOR plus 305 basis points and receive fixed rate payments of 4.875%.

At June 30, 2011, we had $159 million of cash and cash equivalents held by our foreign subsidiaries. It is our intention to permanently reinvest these funds in our foreign operations and we do not currently foresee a need to repatriate these funds in order to fund our U.S. operations or obligations. However, if these funds are needed for our operations in the U.S., we could be required to pay additional U.S. taxes to repatriate these funds.

We expect to contribute up to $130 million and $25 million to our U.S. and foreign pension plans, respectively in 2011. Through June 30, 2011, total contributions to our U.S. and foreign pension plans were $127 million and $12 million, respectively, which included a special contribution of $123 million to our U.S. plan. We will continue to assess our funding alternatives as the year progresses.

We believe our financing needs in the short and long-term can be met from cash generated internally, the issuance of commercial paper or long-term debt and borrowing capacity under our existing credit agreements.

Recent Accounting Pronouncements

See Note 2 to the unaudited Condensed Consolidated Financial Statements.

Regulatory Matters

There have been no significant changes to the regulatory matters disclosed in our 2010 Annual Report.

I tem 3: Quantitative and Qualitative Disclosures about Market Risk

There were no material changes to the disclosures made in the 2010 Annual Report regarding this matter.

I tem 4: Controls and Procedures

Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

Under the direction of our CEO and CFO, we evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) and internal control over financial reporting. Our CEO and CFO concluded that such disclosure controls and procedures were effective as of June 30, 2011, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. In addition, no changes in internal control over financial reporting occurred during the three months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Notwithstanding this caution, the disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives, and the CEO and CFO have concluded that the disclosure controls and procedures are effective at that reasonable assurance level.

P ART II. OTHER INFORMATION

I tem 1: Legal Proceedings

See Note 12 to the unaudited Condensed Consolidated Financial Statements.

I tem 1A: Risk Factors

There were no material changes to the risk factors identified in the 2010 Annual Report.

I tem 2: Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

We periodically repurchase shares of our common stock to manage the dilution created by shares issued under employee stock plans and for other purposes in the open market. In February 2011, our Board of Directors approved an increase of $100 million in our share repurchase authorization to $150 million. Through June 30, 2011, we repurchased 2,089,500 shares of our common stock at a total cost of $50 million. At June 30, 2011, we have remaining authorization to repurchase up to $100 million of our common stock.

The following table summarizes our share repurchase activity under active programs through June 30, 2011:

| Beginning
balance | | Average price paid per share | | Approximate dollar value of shares that may yet be purchased under the plan (in thousands) — $ 50,000 |
| --- | --- | --- | --- | --- |
| January 2011 | | | | $ 50,000 |
| February 2011 | | | | $ 150,000 |
| March 2011 | | | | $ 150,000 |
| April 2011 | | | | $ 150,000 |
| May 2011 | 1,320,200 | $ 24.34 | 1,320,200 | $ 117,868 |
| June 2011 | 769,300 | $ 23.22 | 769,300 | $ 100,002 |
| | 2,089,500 | $ 23.93 | 2,089,500 | |

I tem 6: Exhibits

See Index of Exhibits.

S ignatures

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.


Date: August 5, 2011
/s/ Michael Monahan
Michael Monahan
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Steven J. Green
Steven J. Green
Vice President Finance and Chief Accounting Officer
(Principal Accounting Officer)

Exhibit Index

Exhibit Number	Description	Status or incorporation by reference
(12)	Computation of ratio of
earnings to fixed charges	Page
37
(31.1)	Certification of Chief
Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as amended	Page
38
(31.2)	Certification of Chief
Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as amended	Page
39
(32.1)	Certification of Chief
Executive Officer Pursuant to 18 U.S.C. Section 1350	Page
40
(32.2)	Certification of Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350	Page
41
101.INS	XBRL Report Instance
Document
101.SCH	XBRL Taxonomy Extension
Schema Document
101.CAL	XBRL Taxonomy Calculation
Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase
Document
101.LAB	XBRL Taxonomy Label
Linkbase Document
101.PRE	XBRL Taxonomy Presentation
Linkbase Document

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