UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 28, 2006 (APRIL 24, 2006) DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ---------- PITNEY BOWES INC. (Exact name of registrant as specified in its charter) DELAWARE 1-3579 06-0495050 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) WORLD HEADQUARTERS 1 ELMCROFT ROAD STAMFORD, CONNECTICUT 06926-0700 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 356-5000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION The following information is furnished pursuant to Item 2.02 Disclosure of "Results of Operations and Financial Condition." On April 24, 2006, the registrant issued a press release setting forth its financial results, including consolidated statements of income, supplemental information, and a reconciliation of reported results to adjusted results for the three months ended March 31, 2006 and 2005, and consolidated balance sheets at March 31, 2006, December 31, 2005, and March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release of Pitney Bowes Inc. dated April 24, 2006 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. Exhibit No. Description ----------- ----------- 99.1 Press Release of Pitney Bowes Inc. dated April 24, 2006 Signature --------- 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. PITNEY BOWES July 28, 2006 By: /s/ B. P. Nolop -------------------------------- B. P. Nolop Executive Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ S.J. Green -------------------------------- S.J. Green Vice President, Finance (Principal Accounting Officer)