Good evening and welcome to the Pitney Bowes 2008 First Quarter Earnings Conference Call. Your lines have been placed in a listen-only mode during the conference call until the question and answer segment. Today's call is also being recorded. [Operator Instructions]. I would now like to introduce your speakers for today's conference call, Mr. Murray Martin, President and Chief Executive Officer; Mr. Michael Monahan, Executive Vice President and Chief Financial Officer and Mr. Charles McBride, Vice President, Investor Relations. Mr. McBride will now begin the call with a Safe Harbor overview.

Thank you and good afternoon. Let me remind you that you can find today's earnings press release and the attached schedules on our website at www.pb.com/investorrelations. Forward-looking statements contained at this presentation involve risks and uncertainties and are subject to change based on various important factors, including changes in international or national political or economic conditions, timely development and acceptance of new products, timing of potential acquisitions, mergers or restructurings, gaining product approval, successful entry into new markets, changes in interest rates and changes in postal regulations as more fully outlined in the company's Form 10-K annual report filed with the Securities and Exchange Commission. Additionally, if there are any non-GAAP measures discussed during this call such as adjusted earnings per share, earnings before interest and taxes or EBIT, free cash flow and organic revenue, there will be a reconciliation of those measures to GAAP measures located on our website again at www.pb.com/investorrelations. Now our President and Chief Executive Officer, Murray Martin, will start with an overview of the quarter. Murray?

Thank you, Charlie. Good afternoon and thank you for joining us for today's quarterly results announcement. I will share a few thoughts on the quarter and Mike will follow with a financial overview of the first quarter as well as an update on our transition initiatives. I will conclude with our ongoing focus for 2008 and then we will open the line for questions. Despite the economic uncertainty, we are encouraged by our ability to deliver a solid performance during the quarter which included 11% revenue growth and adjusted earnings per share of $0.66. Free cash flow for the quarter was strong at $197 million, which was about 27% better than the $155 million that we generated last year. This reflects our ongoing focus on cash flow management and gives us the confidence to raise our free cash flow guidance for the full year by $25 million to $625 million to $700 million range. The quarter's results were characterized by continued momentum in the areas of our business that led our growth throughout 2007, by improving trends in our international business and performance in line with expectations in our core U.S. mailing operations. The value of our solutions in enhancing the efficiency and the effectiveness of mailstream processes becomes more evident at a time when businesses are looking to reduce costs and optimize the impact of their communications with customers. This is particularly true of our portfolio of mail services and software solutions which continue to pace our growth during the first quarter. Our mail services solutions enable customers to take advantage of postal discounts, speed the travel of their mail through the post network and to enhance the quality of mail delivered. In the first quarter, we continued to expand our U.S. mail services network. The operating leverage that…

Thanks Murray and good afternoon. Our revenue was $1.6 billion for the quarter, which was an 11% increase from the prior year. On an organic basis, revenue grew about 3%. Foreign currency contributed more than 3% and acquisitions about 5% to our revenue growth. For the quarter, our revenue in the U.S. grew by 3% while our revenue outside the U.S. grew by 34%. International operations now represent about 32% of our total revenue. Our earnings before interest and taxes for the quarter excluding charges related to restructuring and accounting for MapInfo was $280 million. Our EBIT margin was 17.8%, which was lower than the prior year on a comparable basis. The anticipated decline in our EBIT margin was primarily due to a lower gross margin, which reflects a shift in revenue mix. Similarly, our SG&A expense ratio was up this quarter when compared with the prior year. This was largely due to slow organic revenue growth, a shift in the mix of our businesses and higher credit loss expense in the U.S. When we add back depreciation and amortization, our adjusted EBITDA for the quarter was $377 million, which was similar to prior year's EBITDA. Net interest expense increased by $2.1 million compared to the prior year. The impact of higher average loan balances was mostly offset by a lower average interest rate, which declined from about 5.2% last year to 4.9% this year. Our effective tax rate for the quarter was 37.2%. This was higher than our expected rate because of a $6.5 million tax adjustment we made during the quarter related to a UK leasing program that ended in 2002. Excluding this adjustment, our effective tax rate on adjusted earnings was at 34.4% for the quarter, which was about equal to our estimated tax rate for the…

We continue to remain confident in our ability to deliver innovation, growth and value in 2008 and beyond. We will continue to execute our strategies and focus on operational efficiency, free cash flow and expense management. Our solid performance in the first quarter despite the environment and our ongoing actions to enhance long-term value give us the confidence to expect a stronger second half of the year. As we discussed last quarter, we anticipate that we will realize approximately 46% of our adjusted earnings per share in the first half of 2008 and approximately 54% during the balance of the year. We are reaffirming our 2008 revenue guidance of 6% to 9%, the range for our adjusted earnings per share from continuing operations of $2.80 to $2.90 and we are increasing the range of expected free cash flow to $625 million to $700 million. We were able to meet expectations this quarter despite tough comparisons and a difficult economic environment that we expect will continue at least throughout the first half of this year. We look forward to the opportunities that lie ahead. Thank you and let's open the line for questions. Question And Answer

[Operator Instructions]. Our first question will be from the line of Matt Troy with Citigroup. Please go ahead.

Thanks. Murray, a couple of questions revisiting one I asked last quarter. Could you just give us a sense now that you are a few months past the end of meter migration and the comp should begin to generally ease into the fourth quarter of this year, what your expectations are for organic growth in the business? Are you hearing or seeing or experiencing anything different with your customers to lead you to believe that you may need to readjust that organic growth expectation in core U.S. mail metering into 2009, 2010?

As we look forward, there is still... we have a little bit of migration left. I believe it's about 33,000 units that are left, Matt, between now and the end of the year. And as you mentioned, the comparisons to the first quarter or the first half and the second half are different. As we look at the organic growth rates, we do not see anything that would significantly change what we have laid out.

Okay. Second question on that point, I guess a lot of focus or concern in the market seems to be that organic growth rate of the core U.S. mail meter base focusing on basis point changes there almost at the expense of ignoring some of the progress you guys have definitely shown on the software and services side. Is there a better way to talk about or present the changing value proposition of your installed base, be it a revenue per unit metric or some kind of bundled selling success rate such that the Street can get a better idea of how the whole package is coming together and how are you pitching the ROE proposition to your customers beyond just this... wow, this metering business is growing at low single digit; let's just focus on that?

I think you make an interesting point, Matt, and Mike will take a look at that and see what other metrics we could give you that give you a broader description of the business. We do see, as you recall, that we spoke last quarter about 2007 and 2008 having a little anomaly in them from prior migration adjustments; that is it's sort of a wave that goes through the lease base based on significant changes that happened three to five years ago and those then improve and will run at a normal... at a more normalized rate for about three years and then the wave will come back because it is a stream business. So what we will do is we will try and look at how there is a way of giving you a better look on different unit measures so that you can see the value that we are generating in that business a little clear. I think also it's important to realize that the mailstream in totality is an important item. When you look at mail services and the mailing business together, we see them as very related because we are... as the mailstream has moved towards more and more standard mail, we are getting benefits out of that on one side even though we might see a change on the other. So there is really a combination effect there if you are looking at the U.S. standalone business that you need to take into account. And as we go forward, we'll look at how we could better describe that for you.

Yes, I mean that would be helpful, because again, I think people are... people tend to focus too much on one without appreciating that the two were actually interrelated. Look forward to any update there. I guess third question, and this may be a non-starter, but I know you said you would give us an update on the strategic alternatives for managed services after second quarter. Not looking for what you may be leading towards, but can you just delineate at a very high level what the options are? I think the market may tend to focus when they hear strategic alternatives as just that means outright sale. And my sense was that's not the case of where your focus may lay. Can you just give us a... here are the top three or here are the big three options or alternatives that have emerged without giving us a directional cue as to where it might be leaning?

Sure. And just back on timing, I did say that we've looked to make a statement before the end of the second quarter rather than after the end of the second quarter. So we want to be more definitive before this quarter is out. As we look at strategic alternatives, and I believe this is an important thing to do on every portion of the business on a regular basis, we look at what the value is inside of Pitney Bowes versus the value outside of the Pitney Bowes. What is the value that can be generated complementary to our existing business, or how could it be more complementary to another business? We see all of our businesses as valuable assets with great potential. It's a matter of where they have the most potential and how we bring that out. So the first would be compare inside Pitney to with someone else. Another portion of comparison is to say we have structured the business in this manner for this time period. What are the future structures of this business that can enhance the value on a long-term basis in relationship to Pitney Bowes? So you do the first one, you do the second one and say how can you tie that together and take it forward and then start measuring those comparisons and what that value could be?

Got it, appreciated the detail, Murray. Thank you.

And our next question from the line of Jay Vleeschhouwer with Merrill Lynch, please go ahead.

Thanks. Good afternoon. Murray, I would like to ask you about your components of growth. First, what do you think are for you the most valid leading indicators in thinking about the business? And specifically, you highlighted again the continuing growth in your international markets. So the question is there what kinds of investments do you feel you need to make this year to keep that momentum going either in terms of distribution or products and services? In an earlier comment before today, you had alluded to the possibility of having to have certain unique products or services for certain non-U.S. markets. So is that something that you're factoring at all into your outlook for this year and next, and then a couple of follow ups?

Sure. On the international side, firstly, last year we had a similar anomaly in international where we had shape-based rating which slowed down the ten year history we had of significant growth. So we see... that is actually washing out this year and we see that now returning positively. We also made some of the structural changes which will also give us a positive change as we move forward on the EBIT side. So we see Europe coming back stronger and then Asia Pacific is growing in the 20 plus percent range for the last number of years. So we see that as a continued growth area for us. Now when we talk about varying components, as we look at the international markets, they are in varying states of development. So you had markets that are developed similar to the U.S. or Western Europe, but you also have markets in different stages, whether it is Brazil, an India or a China, which I see as making significant changes in growth. And as we do that, we see them tending to move from a cash society... you are asking about indicators... from a cash society to a credit society. As that occurs, there is a significant change in the demand profile for our types of products. So that is one we are very keen on in the international and developing market spaces. At the same time, regarding investments, we look at and, as we did in Europe, we expanded our direct footprint. And what that does is it places us in a position to grow the market and to grow in multiple places, not only around our traditional products that we have in that market, but to bring in new goods and services that we have not offered in those markets…

Okay, thanks. And next, looking at your restructuring, how much of that has been completed and begun to flow through the income statement of the company? And are you certain that the amount that you decided upon a quarter or so ago with the initial plan is just the right amount, or do you think that perhaps you need to do a little bit more or might you end up doing a little bit less than you had originally thought?

I will have Mike take you through the details, but just a general comment, when you select a number, you of course always know it is the right number. But there is always opportunities to enhance that number, and that's what we are looking at now. So Mike, if you could fill in the exact details of it and then what we are looking at.

Sure. Yes, Jay, just to give you a little bit of background on it, what we originally said was we expected to take a total charge of somewhere between $300 million and $400 million and that we were targeting to take 1500 heads out. Part of that charge was also asset write-offs. In terms of asset write-offs we're right in line with what we had announced at the end of the fourth quarter and roughly $200 million related to those write-offs. From a head count perspective, against the 1500, we have now actually exceeded that 1500 in terms of head count identified and are closer to 1600. And with that, we've achieved the definition of programs that would get us the $150 million of annualized benefit for 2009 that we had targeted. We obviously are going to continue to look at opportunities around the program to see if we can enhance that further, but are pleased with our progress to date. In terms of realizing that benefit, we have realized some benefit in the first quarter, although it's a relatively small amount. And as we said in 2008, we expect to reinvest most of that benefit back into the business. In terms of head count out, we're now at almost 580 people actually separated from the business against that total of about 1600. And that's right in line with our plans in terms of implementing the head count reductions over the course of the year.

All right. And then lastly, given your outlook for the year, is it fair to infer that within financial services specifically, there's been no change or deterioration from the conditions you had seen back in the third and fourth quarter?

Yes, when we looked at the third and fourth, we both looked at our indicators and the market conditions we were seeing and we had expected a slight deterioration from more they were. And we aren't seeing anything significantly different than what our plan was at that time.

Okay.Thanks a lot.

And our next question from the line of Shannon Cross with Cross Research. Please go ahead.

Yes, good afternoon. Just a question, a follow up on the cost cutting side. I guess can you talk a little bit about sort of timing because with 580 people separated, I would have thought maybe you would have a bit lower of a cost structure, so I would assume it was more back end of the quarter weighted. And then if you could provide any sort of metrics, qualitative or whatever, on how we should sort of think about how the rest of it will run through over the next few quarters and anything we should look for in terms of... I don't know, I'm not sure what I'm asking... but in terms of the specifics of the cost cutting. At least I am honest, right? But what we can kind of look at for... to gauge your continued success in the restructuring?

First, I look at it as efficiency gain and margin improvement is what we're focused on. And when we looked at it, Shannon, the thing... the first item that we mentioned was the manufacturing and the outsourcing of manufacturing. And that is going to take us right through Q4 to do that and do it successfully. So we are running that through, and that definitely changes what you might have thought we would have done. But that's been in the way we had planned it that Q3 and Q4 will have more of the manufacturing than the front end of the year, because we wanted to make sure that we don't miss anything that we don't lose anything. At the same time, doing that type of a transition creates some incremental costs to ensure that you have a smooth transition. So when you look at the savings, and Mike mentioned that we will be spending the savings generated this year during the year, a lot of that is bridging over some of those things and those activities where we are transitioning services. So we see it as moving right on target the expenses of overlap that we had anticipated by quarter our right in the ballpark of what we had anticipated and the head count shift is going right on where we had expected.

Yes, the other thing I would add on the head count is that there is a reasonable chunk of the headcount associated with international operations. And there is a process with work counsels and all that we have to work through. And so those are... that's reflected in our timing in terms of it being later in the year.

Okay, great. And then if you can just discuss a little bit on you obviously took numbers up on working capital. How should we sort of think about that moving through the, I guess, last three quarters of the year and where you are really pushing and timing on anything we might expect?

As we look at working capital, Shannon, we've been talking for the last I guess two quarters, almost three quarters now of our focus on really managing the cash more effectively, dealing with our assets and ensuring that we have the right assets and then managing our capital expenditures on a more refined basis to ensure that we can generate the returns that we believe we should be able to generate on invested capital. So this is an ongoing process. We see it continuing through the year and we are fairly optimistic on our ability to continue to deliver in the area of free cash flow

Okay, great. And then just one last question, can you talk just a bit about market share, what you think is going on in terms of your market share in the various segments. I guess most of the weakness is not share shift but just market related, but anything you can give there?

Our market share remains basically the same. It is hard to tell when it moves tenth of a point, or two-tenths of a point up or down on the reports whether there is any shift, we don't really see any significance. We believe that actually we're doing better in share but it's hard tell when it's tenth of a point here and there. So we see the share in the 80% range remaining relatively constant and we see ourselves improving in Europe and in international, where we continue see our shares grow

Great. Thank you.

[Operator Instructions]. Our next question from the line of Ananda Baruah with Banc of America. Please go ahead

Hi, guys, thanks for taking the question. Just going back to the restructuring in the cost seems potential. Mike, could you maybe just talk about some of the areas now that you have been in for a few months. That you see opportunities for maybe incremental savings incremental to the sort of what was originally identified? And then as you look into 2009 should we begin to see those benefits that you are going capacity to the bottom line, should we expect to see some of those in the first half more than second half or should we expect to see those come through?

Sure, I think in terms of areas of opportunity where we really began in this initiative as to look at the management levels, and our stands [ph] of controlling that and we were able to get some substantial improvement in our management ranks in fact about 10% reduction across the organization. We've also looked at a number of operational areas Murray mentioned the supply chain and that's both in the U.S and outside the U.S that we've focused on supply chain activities. We've looked at a number of other functional areas and have had opportunities for reduction. What we are looking at in addition to that as consolidation of some of our businesses where they naturally go together or more aggressive integration of acquisitions that we brought in over the last few year, so we continue to look across the organization for opportunities, and believe that we can continue to improve on the operating bases of the business. Your second question with respect to when in the year would we expect that to come in. The benefits in 2009 should map somewhat to how we reduced the headcount over the course of 2008 in terms of the annualization of those benefit. So I think as 2008 unrolls you get a reasonably good view of that.

Okay, thanks. And then just going back over to the balance sheet, I mean you saw, I mean, I guess if you look at your inventory turns there up significantly for year-over-year you know, kind of q-over-q as well. Can you just talk specifically about you know, sort of what was driving that?

Sure, really within the inventory turns I think there is two things benefiting that one, is obviously the actions we took relative to the transition initiatives and exiting older product lines and reducing inventory associated with that, the other is what Murray talked about around working capital management was really putting a global focus on inventory management, and believe we'll start to see the benefits of that as we go out through the year.

Okay. And then just I guess lastly, from me I know, you spoke in or kind of Pitney Bowes this organization has spoken in the past of looking for areas to gain share, sort of in mail volumes and I was just wondering I think standard mails is what are you guys pointed to just wondering if you could give us any sense for some other things that you maybe doing, how those things are going, what a Pitney Bowes sort of timeline we could expect to see sort of any material impact, sort of see the business from any other gains you maybe also drive?

As we look at those, I think it's important to look at PSI, which is really you could call gain share business it's really we call it work share but, it is based on the costs that we actually take out for the postal service that we are paid a servicing fee or a share of them and the customer gets reduction. So that is the biggest area and that will continue to expand both in the U.S, presort market and in the cross border mail business that were in. So we see that as a continuing expansion and so, I would look there as number one, because it is the big piece of it. At the same time in many of the international markets, as liberalization is occurred the posts have been realizing that meters generate a lot of loyalty and also reduce their costs. As a result we are seeing numbers of those markets putting incentives in place for metered mail versus non-metered mail, so that is a second continuing component. So those are the two areas that I would suggest you look at and as you have seen the work share component of our business has grown dramatically.

Okay. Thank you.

Just One other comment I'd like to follow on their with to your question. And I'd like to make sure that we are also focused on we are making investments in the business at the same time as we are taking costs out. We are very focused on continuing our R&D investment in software and expanding that. Our international channels, our marketing services business, our small business development, so we are not on the cost only side. We are reinvesting very strategically where we can generate long-term benefits. Sorry for the interruption. Go ahead with the next question.

And our next question is from line of Chris Whitmore with Deutsche Bank. Please go ahead.

Thanks. Mike, I think you mentioned in you comments around SG&A to sales ratio being up is one of the drivers being increased bad debt expense, can you provide a little more color as to your customers credit quality, the aging of your receivables etcetera? Thanks.

Sure, that the comment is specifically around the financial services business. And I preface this with we still have very, very good performance in both our leasing portfolio as well as our purchase power or payments portfolio, but we did see some increase in credit loss year-over-year. In total about $6 million not inconsistent at all with what we saw in the second half of the year. We did see a tickup and so on year-over-year basis it was a bit higher. The good news is that from March to April, we saw improvement in delinquencies in that. So we believe that we have a good handle on it and that is just a natural outcome of the economic environment we're in.

What do you anticipate that line item to do going forward over the next several quarters?

I think over the next couple of quarters it should be relatively consistent with what we saw in the second quarter and that would, I am sorry in the first quarter and that would put it pretty much in line year-over-year by the second half when we had already seen some increased credit loss.

Okay, great. And same question related to at the tailwind you saw from the postal rate change in France, can you quantify the magnitude with that tailwind and how long do you anticipate that to last? Is that, you know, last through Q2, Q3? Any color on that would be great.

It's really one time rate change revenue benefit in the quarter and it's not unlike what we might see you know historically in the U.S or in any other market quite honestly where they have a periodic rate change.

Anyway to quantify the magnitude of that benefit or maybe ask the question a different way. What is the organic growth look like in Europe excluding the rate change benefits?

Sure, yeah. It added probably 3 to 4 percentage points to the international mailing growth in the quarter.

Okay, so that implies your low single-digit growth internationally, organically, is that right?

That's correct.

How is that trended over the past couple of quarters?

It's actually I think we've seen a slight improvement in that over the last few quarters.

Okay, great. Thanks a lot.

Thank you.

[Operator Instructions]. We have no questions. So please continue.

Thank you, I think that we had a very good quarter. We met our expectations despite a tough environment. And I think as you've heard we will continue to be very focused to execute on our transition initiatives, to also look for new opportunities to stimulate growth, to reduce costs, and to enhance the value of that we deliver to our customers. Thanks for joining us.

Thank you. And ladies and gentlemen, this conference call will be made available for replay starting today at 7 O'clock PM Eastern Time. The replay of the conference runs for two weeks until the date of May the 20th at midnight eastern. You may access the AT&T teleconference replay system by dialing area code 320-365-3844. The replay access code is 918689. That number again, for the replay is area code 320-365-3844 and the replay access code 918689. Well that will conclude our conference call for today. I would like to thank you for your participation and for using AT&T Executive Teleconference. And you may now disconnect.