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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024 Commission file number: 1-3579

PITNEY BOWES INC.

State of incorporation:

Delaware

I.R.S. Employer Identification No.

06-0495050

Address:

3001 Summer Street,

Stamford,

Connecticut

06926

Telephone Number:

(203)

356-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $1 par value per share

PBI

New York Stock Exchange

6.7% Notes due 2043

PBI.PRB

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes þ No ¨

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ¨

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

As of June 30, 2024, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $910 million based on the closing sale price as reported on the New York Stock Exchange. At January 31, 2025, there were 182,786,974 outstanding shares of common stock, $1 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement to be filed within 120 days after our fiscal year end in connection with the Annual Meeting of Stockholders, are incorporated by reference in Part III of this Form 10-K.

PITNEY BOWES INC.

TABLE OF CONTENTS


		Page Number
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II
Item 5.	Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Reserved	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships, Related Transactions and Director Independence	32
Item 14.	Principal Accountant Fees and Services	32
PART IV
Item 15.	Exhibits and Financial Statement Schedules	33
Item 16.	Form 10-K Summary	35

Consolidated Financial Statements and Supplemental Data		37

PART I

Forward-Looking Statements

This Annual Report on Form 10-K (Annual Report) contains statements that are forward-looking. We believe that these forward-looking statements are reasonable based on our current expectations and assumptions. However, we caution readers that any forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 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 statement, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.

While we believe that the expectations reflected in our forward-looking statements are reasonable, forward-looking statements are subject to inherent risks and uncertainties and subject to change. Accordingly, actual results of operations, financial condition and cash flows could differ materially from those projected or assumed in our forward-looking statements. Certain factors which could cause future financial performance to differ materially from expectations include, without limitation:

•changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets, or changes to the broader postal or shipping markets

•accelerated or sudden decline in physical mail volumes

•inability to compete effectively with our Sending Technology Solutions competitors

•the loss of some of our larger clients in our Presort Services segment

•global supply chain issues adversely impacting our third party suppliers' ability to provide us products and services

•changes in labor and transportation availability and costs

•inability to successfully execute on our strategic initiatives

•loss of key employees and accumulated knowledge and ability to attract and retain employees

•changes in government contracting regulations and inability to comply

•inability to protect our intellectual property rights and intellectual property infringement claims

•our success in developing and marketing new products and services and obtaining regulatory approvals, if required

•the risks and uncertainties associated with the Ecommerce Restructuring (defined below in Item 1A, Risk Factors)

•changes within our senior management and Board of Directors

•expenses and potential impacts resulting from cyber-attacks or other cybersecurity incidents affecting us or our suppliers

•inability to comply with data privacy and protection laws and regulations

•interruptions or difficulties in the operation of our cloud-based applications and systems or those of our suppliers

•periods of difficult economic conditions, the impacts of inflation and rising prices, higher interest rates and a slow-down in economic activity, including a global recession, or a U.S. government shutdown, to the company and our clients

•changes in credit ratings, capital market disruptions, decline in cash flows, noncompliance with debt covenants or significant withdrawals by depositors at the Bank that adversely impact our ability to access capital markets at reasonable costs

•the potential for future interest rate increases on our cost of debt

•changes in trade policies, tariffs and regulations

•changes in foreign currency exchange rates

•our success at managing customer credit risk

•changes in banking regulations, major bank failures or the loss of our Industrial Bank charter

•changes in tax rates, laws or regulations

•changing expectations and regulations in the areas of Environmental, Social and Governance ("ESG")

•acts of nature and the impact of a pandemic on the Company and the services and solutions we offer

•shareholder activism

Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in this Annual Report.

ITEM 1. BUSINESS

General

Pitney Bowes Inc. (we, us, our, or the company) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world - including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels.

Segment Updates

The Company has gone through a strategic transformation over the last year. The resulting changes to our business segments is discussed in "Recent Developments" in Part I, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Business Segments

Sending Technology Solutions (SendTech Solutions)

SendTech Solutions provides clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We offer financing alternatives that enable clients to finance equipment and product purchases, a revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage. We also offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital.

Digital delivery services enables clients to reduce transportation and logistics costs, select the best carrier based on need and cost, improve delivery times and track packages in real-time. Powered by our shipping APIs, clients can purchase postage, print shipping labels and access shipping and tracking services from multiple carriers that can be easily integrated into any web application such as online shopping carts or ecommerce sites and provide guaranteed delivery times and flexible payment options.

Through our wholly owned subsidiary, The Pitney Bowes Bank (the Bank), we offer clients located in the United States a revolving credit solution for the purchase of postage, services and supplies and an interest-bearing deposit solution to clients who prepay postage. Additionally, we offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital. We provide revolving credit solutions to clients in Canada and the U.K. that enable them to make meter rental payments and purchase postage, services and supplies.

Presort Services

We are the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First-Class Mail, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal workshare discounts. Using our fully-customized proprietary technology, we provide clients with end-to-end solutions from pick up to delivery into the postal system network, expedited mail delivery and optimal postage savings.

Other

Other represents amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment, primarily related to operations that were dissolved or sold, certain shared services functions and a cross-border services contract.

Sales and Services

We market our products, solutions and services through a direct and inside sales force, global and regional partner channels, direct mailings and digital channels. We provide call-center, online and on-site support services for our products and solutions. Support services are primarily provided under maintenance contracts.

Competition

SendTech Solutions

We face competition from other mail equipment and solutions providers and those that offer online shipping and mailing products and services solutions. We differentiate ourselves from our competitors through our breadth of physical and digital offerings, including cloud enabled SaaS and open platform architecture offerings; pricing; available financing and payment offerings; product reliability; support services; and our extensive knowledge of the shipping and mailing industry.

Our financing operations face competition, in varying degrees, from large, diversified financial institutions, leasing companies, commercial finance companies, commercial banks and smaller specialized firms. We believe our competitive advantage that differentiates us from our competitors is the breadth of our financing and payment solutions and our ability to seamlessly integrate these solutions into our clients' shipping and mailing operations.

Presort Services

We face competition from regional and local presort providers, cooperatives of multiple local presort providers, consolidators and service bureaus that offer presort solutions as part of a larger bundle of outsourcing services. We also face competition from large mailers that have sufficient volumes and the capability to sort their own mailings in-house and could use excess capacity to offer presort services to others. The principal competitive factors include price, innovative service, delivery speed, tracking and reporting, industry expertise and economies of scale. Our competitive advantages include our extensive network capable of processing significant volumes and our innovative proprietary technology that provides clients with reliable, secure and precise services and maximum postage discounts.

Also see Item 1A. Risk Factors for further details regarding the competition our businesses face.

Research, Development and Intellectual Property

We invest in research and development activities to develop new products and solutions, enhance the effectiveness and functionality of existing products and solutions and deliver high value technology and differentiated services in high value segments of the market.

Third Party Suppliers

Our SendTech Solutions segment depends on third party suppliers and outsource providers for a variety of services and product components and the hosting of our SaaS offerings. Our Presort Services segment relies on third party suppliers to help equip our facilities, provide warehouse support and assist with our logistical operations. All of our businesses and corporate functions depend on third party providers for a variety of data analytics, sales, reporting and other functions. In certain instances, we rely on single-sourced or limited-sourced suppliers and outsourcing vendors around the world because doing so is advantageous due to quality, price or lack of alternative sources. We have risk mitigation programs to monitor conditions affecting our suppliers' ability to fulfill expected commitments. We believe that our available sources for services, components, supplies, logistics and manufacturing are adequate.

Regulatory Matters

Our SendTech Solutions segment is subject to the regulations of postal authorities worldwide related to product specifications of our postage meters and we are also subject to other various regulations as a U.S. government contractor. Our Presort Services operations are also subject to USPS regulations. The Bank is chartered as an Industrial Bank under the laws of the State of Utah. The Bank and certain company affiliates that provide services to the Bank are subject to the regulations of the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation. We are also subject to transportation regulations for various parts of our business, worldwide customs and trade regulations related to our cross-border shipping services and regulations concerning data privacy and security for our businesses that use, process and store certain personal, confidential or proprietary data.

Climate Change

Although climate change has had no material impact on our operations to date, the risk of increasingly severe climate events or the risk that those events happen more frequently could affect one or more of our facilities and our ability to conduct daily operations in the future or impact our clients and their ability to do business with us. Changes in regulation relating to climate change and other aspects of the area of ESG, including different regulatory requirements in different locations where we operate, may change the cost of compliance for collecting, assuring and reporting information regarding our ESG impacts and risk management.

Human Capital

Employee Profile

We have approximately 7,200 employees, with 78% located in the United States. We also rely on a contingent hourly workforce to supplement our full-time workforce to meet fluctuating demand.

We seek to create a high-performance culture that will drive and sustain enhanced long-term value for all our shareholders. To attract, retain and engage the talent needed, we provide competitive compensation designed to reward performance and contribution. We regularly assess the business environments and labor markets in the areas we operate to ensure our compensation programs reflect best practices and are market competitive. Depending on position and level, elements of our compensation packages include base salary, variable compensation based on individual and company objectives and equity. We provide a competitive benefits package, including medical, dental, life and disability insurance, and benefits that provide additional support for our employees’ mental, physical, financial and social well-being.

Employee Engagement and Development

We are committed to creating a culture where our employees feel supported and valued. We offer employees many opportunities to advance their skills, learn new skills and achieve career goals through virtual and in-person development and training programs, professional development initiatives, experiential learning, mentoring and coaching programs. Through multiple platforms, we offer employees and candidates varied opportunities to find development opportunities and stay informed about key changes to our

business. We conduct periodic employee engagement surveys and benchmark the results both internally and against other high performing organizations. We consider feedback from employees and we make changes where possible and financially prudent.

Health and Safety

We are committed to providing a safe workplace that protects against and limits personal injury and environmental harm. Through regular evaluations of site safety performance, sharing of successes, and creating projects to engage employees in safety improvements, we identify risks, provide guidance and training, review and learn from accidents, and reduce injuries. We also report monthly to both local site management and senior leadership on safety metrics, trends, risks and regulatory activity.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto filed with, or furnished to, the SEC, are available, free of charge, through the Investor Relations section of our website at www.investorrelations.pitneybowes.com or from the SEC's website at www.sec.gov, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. The other information found on our website is not part of this or any other report we file with or furnish to the SEC.

Information About Our Executive Officers


Name	Age	Title	Executive Officer Since
Lance Rosenzweig	62	Chief Executive Officer	2024
John Witek	65	Interim Chief Financial Officer, Interim Chief Accounting Officer	2024
Lauren Freeman-Bosworth	50	Executive Vice President, General Counsel and Corporate Secretary	2024
James Fairweather	53	Executive Vice President, Chief Innovation Officer	2021
Debbie Pfeiffer	64	Executive Vice President and President, Presort Services	2023
Shemin Nurmohamed	53	Executive Vice President and President, Sending Technology Solutions	2023
Christopher Johnson	46	Senior Vice President and President, Global Financial Services	2023
Judy Morris	62	Senior Vice President and Chief Human Resources Officer	2024

There are no family relationships among the above officers.

Mr. Rosenzweig was appointed Chief Executive Officer in October 2024 and served as Interim Chief Executive Officer from May 2024 through October 2024. Prior to joining the company, he served as the Chief Executive Officer of Support.com, a leading provider of customer and technical support solutions and security software, from August 2022 to October 2022, and Chief Executive Officer of Startek Inc. from July 2018 to January 2020.

Mr. Witek was appointed Interim Chief Financial Officer in March 2024 and Interim Chief Accounting Officer in September 2024. Prior to this, he served as the Company's Head of Global Business Services from February 2023 until March 2024, and also served as the Chief Financial Officer of our SendTech Solutions segment from January 2019 through January 2023.

Ms. Freeman-Bosworth was appointed Executive Vice President, General Counsel and Corporate Secretary in April 2024. Prior to this role, she was the Company's Vice President and Deputy General Counsel, Litigation, Governance and Compliance from June 2014 through April 2024.

Mr. Fairweather was appointed Executive Vice President and Chief Innovation Officer in May 2021, and was given added oversight of the IT organization in September 2024. Prior to this, he was the Company's Senior Vice President and Chief Innovation Officer from May 2019 through May 2021 and Senior Vice President, Chief Technology Officer, Commerce Services from January 2018 through May 2019.

Ms. Pfeiffer was appointed Executive Vice President and President, Presort Services in January 2024. Prior to this, she was the Company's President, Presort Services from November 2015 through December 2023.

Ms. Nurmohamed was appointed Executive Vice President and President, Sending Technology Solutions in January 2024. Prior to this, she was Senior Vice President and President, SendTech Solutions from January 2023 through January 2024 and Senior Vice President, Global SendTech Product and Strategy from September 2020 through January 2023.

Mr. Johnson was appointed Senior Vice President and President, Global Financial Services in September 2018, and then was elected as an Executive Officer in September 2023. Previously, he was the Company's Vice President, Global Financial Services from November 2016 through September 2018.

Ms. Morris was appointed Senior Vice President and Chief Human Resources Officer in November 2024. Prior to joining the Company, she was Chief Human Resources Officer of Progrexion (which changed their name to Credit.com in June 2023) from October 2017 through November 2024.

ITEM 1A. RISK FACTORS

Our operations face certain risks that should be considered in evaluating our business. We manage and mitigate these risks on a proactive basis, using an enterprise risk management program. Nevertheless, the following risk factors, some of which may be beyond our control, could materially affect our business, financial condition, results of operations, brand and reputation, and may cause future results to be materially different than our current expectations. These risk factors are not intended to be all inclusive.

Mailing and Shipping Industry Risks

The financial condition and governance model of the USPS, or the national posts in our other major markets, has affected, and could, in the future, adversely affect client demand for our offerings and thus our financial performance.

We are dependent on financially viable national posts in the geographic markets where we operate, particularly in the United States. A significant portion of our revenue depends upon the ability of these posts, especially the USPS, to provide reliable, competitive mail and package delivery services to our clients. Their ability to provide high quality reliable service at affordable rates relates to their ongoing financial strength. The USPS and other national posts continue to face financial challenges which could lead to changes in governance models. If these challenges or changes interfere with these posts’ ability to provide the services they currently provide, our financial performance may be adversely affected.

We are subject to postal regulations and processes, which could adversely affect our financial performance.

A significant portion of our business is subject to regulation and oversight by the USPS, posts in other major markets, and the governmental bodies that regulate the posts themselves. These postal authorities have the power to regulate some of our current products and services and to establish guidelines for postage rates. They also must approve many of our new product and service offerings before we can bring them to market. If new product and service offerings are not approved or there are significant conditions to approval, our ability to grow the business and in turn, our financial performance, could be adversely affected. Additionally, if favorable postage rates are reversed, regulations on existing products or services are changed, posts utilize their position in the market or their role as product regulator to limit competition in areas where the posts themselves offer solutions, or if we fall out of compliance with the posts’ regulations, our financial performance could be adversely affected.

If we are not able to respond to the continuing decline in the volume of physical mail delivered via traditional postal services, our financial performance could be adversely affected.

Continuing declines in traditional mail volumes impact our financial results. An accelerated or sudden decline in mail volumes could result from one or more of the following factors: changes in communication technologies and their use; changes in frequency and quality of mail delivery from national posts; legislation incentivizing alternative means of communication, burdening mail, or limiting how the mail be used; significant rate increases; or other external events affecting physical mail delivery. If we are not successful at meeting the continuing challenges faced in our mailing business, or if physical mail volumes experience an accelerated or sudden decline, our financial performance could be adversely affected.

Significant changes to the laws regulating the USPS or other posts, or changes in their operating models could have an adverse effect on our financial performance.

As a significant portion of our revenue and earnings is dependent on postal operations, changes in the laws and regulations that affect how posts operate could have an adverse effect on our financial performance. As posts consider new strategies for their operations in an era of declining mail volumes and increasing package volumes, if those strategies disadvantage our business, our financial performance could be adversely affected.

Our ability to compete in the shipping market in the United States depends upon certain contractual relationships we have with the USPS and other carriers, as well as their service.

Our SendTech Solutions offerings depend upon certain contractual relationships with the USPS and other carriers to enable us to offer these services profitably. Should the USPS or other carriers make changes to how they contract with us for our solutions, our profitability could be adversely affected.

Business Operational Risks

The markets for our products and services are highly competitive.

Our SendTech Solutions segment faces competition from other mail equipment and solutions providers, companies that offer products and services as alternative means of message communications and those that offer online shipping and mailing products and services solutions. SendTech Solutions’ digital shipping business competes with technology providers ranging from large, established companies and national posts to smaller companies offering negotiated carrier rates. In addition, our financing operations face competition, in varying degrees, from large, diversified financial institutions, leasing companies, commercial finance companies, commercial banks and smaller specialized firms. If we are not able to differentiate ourselves from our competitors or effectively compete with them, the financial results of the segment may be adversely affected. Our Presort Services segment faces competition from regional and local presort providers, cooperatives of multiple local presort providers, consolidators and service bureaus that offer presort solutions as part of a larger bundle of outsourcing services and large volume mailers that have sufficient volumes and the capability to presort their own mailings in-house and could use excess capacity to offer presort services to others. If we are not able to effectively compete on price, innovative service, delivery speed, tracking and reporting, we may lose clients and the financial results of the segment may be adversely affected.

If we fail to effectively manage our third party suppliers, or if their ability to perform were negatively impacted, our business, financial performance and reputation could be adversely affected.

Our SendTech Solutions segment relies on third party suppliers for services and components for our mailing equipment, spare parts, supplies and services and for the hosting of our SaaS offerings. Our Presort segment relies on third party suppliers to help us equip our facilities and to provide services related to our operations and productivity initiatives. In certain instances, we rely on single-sourced or limited-sourced suppliers around the world because of advantages in quality, price or lack of alternative sources. Like many other companies, we and our suppliers have experienced interruptions and increased supply costs in the past, due to, among other things, volatility in the semiconductor industry, threats of strikes, rising inflation and geopolitical instability. Although our 2024 financial results were not significantly impacted, these factors, at times, caused us to experience longer wait times for supplies or increased costs. If these supply chain constraints were to worsen or, if other unknown events cause our suppliers to not be able to provide their services, components or equipment to us in a timely manner, or, if the quality of the goods or services received were to deteriorate, our relationship with certain suppliers were to be terminated, or if the costs of using these third parties were to continue to increase and we were not able to find alternate suppliers, we could lose clients, incur significant disruptions in manufacturing and operations and increased costs (including higher freight and re-engineering costs) and delay automation and productivity initiatives in our facilities.

Fluctuations in transportation costs or disruptions to transportation services in our Presort Services segment could adversely affect client satisfaction or our financial performance.

In addition to our reliance on the USPS, our Presort Services segment relies upon third party transportation service providers to transport a significant portion of our mail volumes. The use of these providers is subject to risks, including our ability to negotiate acceptable terms, increased competition during peak periods, capacity issues, increased fuel costs, labor shortages, performance problems, extreme weather, natural or man-made disasters, pandemics, or other unforeseen difficulties. Given our continued reliance upon these providers, any disruption to the timely supply of these services, any future unforeseen disruptions affecting these providers, any dramatic increase in the cost of these services or any deterioration of the performance of these services (each of which we have experienced, at times), have adversely affected or could adversely affect client satisfaction and our financial performance.

Failure to successfully execute on our strategic initiatives could cause our future financial results to suffer.

We have implemented or are implementing various strategic initiatives to further increase our profitability, including the Global Ecommerce exit, cost rationalization, cost optimization, and balance sheet deleveraging initiatives. If we are not able to successfully complete these initiatives, our future financial results may suffer.

Our business depends on our ability to attract, retain, and engage with, employees at a reasonable cost to meet the needs of our business and to consistently deliver highly differentiated, competitive offerings.

During the second quarter of 2024, we approved a worldwide cost reduction initiative (the "2024 Plan"), which involved the elimination of approximately 2,800 positions worldwide in 2024. Such actions may cause us to experience a loss of continuity, experience and knowledge, a reduction in productivity and efficiency, the unexpected loss of key employees and/or other retention issues during transitional periods. Such actions may also make hiring qualified employees more difficult.

There is also significant competition for the talent needed for research and development of new products and services and talent needed to sell and service our other products and services within all our business units.

The rapid growth of the ecommerce industry has resulted in ongoing competition for employees in the shipping, transportation, and logistics industry, including drivers and warehouse employees. At times, our Presort Services segment has experienced increased demand and competition for labor, especially for our facilities, driving up costs. We supplement our workforce with contingent hourly

workers from staffing agencies on an as-needed basis; however, if we experience labor shortages, do not effectively manage our ability to attract and utilize contingent workers, or if our staffing agencies terminate their relationship with us and we cannot find alternative providers, it could result in increased costs and adversely affect our operations. Moreover, given the nature of our Presort Services employee base, if we cannot continue to maintain good relationships, we could experience increased employee dissatisfaction and turnover, which could result in increased operating costs and reduced operational flexibility.

If we fail to comply with government contracting regulations, our financial performance, brand name and reputation could suffer.

We have a significant number of contracts with governmental entities. Government contracts are subject to extensive and complex procurement laws and regulations, along with regular audits and investigations by government agencies. If we were subjected to a claim of contractual noncompliance by a government agency and were found noncompliant, then we could be subject to various civil or criminal penalties and administrative sanctions, which could include the termination of the contract, reimbursement of payments received, fines and debarment from doing business with other government agencies. Any of these events could not only affect our financial performance, but also adversely affect our brand and reputation.

Difficulty in obtaining and protecting our intellectual property, and the risk of infringement claims by others may negatively impact our financial performance.

Our business success depends in part upon protecting our intellectual property rights, including proprietary technology developed (internally or by third party partners and subcontractors) or obtained through acquisitions. We rely on copyrights, patents, trademarks, trade secrets and other intellectual property laws to establish and protect our proprietary rights. If we are unable to protect our intellectual property rights, our competitive position may suffer, which could adversely affect our revenue and profitability. The continued evolution of patent law and the nature of our innovation work may affect the number of patents we are able to receive for our development efforts. As we continue to transition our business to more software and service-based offerings, patent protection of these innovations will be more difficult to obtain. As a result, we will rely more on copyrights and, when appropriate, trade secret protection for those software and service-based offerings. In addition, from time to time, third parties may claim that we, our clients, or our suppliers, have infringed their intellectual property rights. Although third parties also face the same difficulties in patenting software and service-based offerings, these claims, if successful, may require us to redesign affected products, enter into costly settlement or license agreements, pay damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain products.

We may not fully realize the anticipated benefits of strategic acquisitions and divestitures which may harm our financial performance.

Strategic acquisitions and business divestitures involve significant risks and uncertainties, which could have an adverse effect on our financial performance, including, but not limited to, difficulties in achieving anticipated benefits or synergies. For example, many of the benefits and synergies we anticipated from our acquisitions of businesses which previously comprised our Global Ecommerce reporting segment, did not materialize. As a result, in the third quarter of 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of this reporting segment.

Our capital investments to develop new products and offerings may not yield the anticipated benefits.

We make significant capital investments in new products and services to meet the evolving needs of our customers, improve and grow our business and remain competitive. If we are not successful in these new product or service introductions, or if our past capital investments do not yield the results anticipated when making the investments, there may be an adverse effect on our financial performance.

We are subject to risks relating to the Ecommerce Restructuring and related transactions.

On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority our Global Ecommerce reporting segment, including a sale of 81% of the voting interests of DRF Logistics, LLC (“DRF Logistics”), which owned a majority of the Global Ecommerce segment’s net assets and operations (the “GEC Sale”). Subsequent to the GEC Sale, DRF Logistics and DRF LLC, a subsidiary of DRF Logistics (together, the “Ecommerce Debtors”), at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases, which we refer to, together with the GEC Sale and any associated transactions as the “Ecommerce Restructuring.”

The Ecommerce Restructuring culminated in the filing of the Ecommerce Debtors’ Third Amended Joint Plan of Liquidation (the “Plan”), which outlined the proposed treatment of all claims against the Ecommerce Debtors. In addition, the Plan incorporated the terms of a master settlement agreement by and between the Company and the Ecommerce Debtors (the “Settlement Agreement”), which effected the settlement and release of any and all claims the Ecommerce Debtors held against the Company. The Plan also afforded parties with claims that could potentially be asserted against both the Company and the Ecommerce Debtors (as opposed to claims against the Ecommerce Debtors alone), the opportunity to receive enhanced treatment in exchange for a voluntary release of the Company. The Plan provides that such parties who do not opt for enhanced treatment retain the right to pursue claims (if any) against the Company (the “Remaining Claims”).

On November 25, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”), among other things, confirming the Plan. On December 9, 2024 (the “Effective Date”), the conditions to effectiveness of the Plan were satisfied or waived and the Ecommerce Debtors emerged from Chapter 11. There are still risks and uncertainties that may be associated with the Ecommerce Restructuring, including, among others, the length of time necessary to implement the orderly wind-down of the Global Ecommerce business associated with the Ecommerce Debtors; continuing claims asserted against the Company or its affiliates related to the Ecommerce Restructuring described in Part I, Item 3, “Legal Proceedings;” potential impacts to the Company’s reputation and relationships with its customers, vendors, employees, and other counterparties; and impacts to the Company’s liquidity, financial condition and results of operations.

The Remaining Claims may require significant effort, resources, and money to defend or could result in material losses to the Company, and such losses could have a material negative effect on the Company’s business, financial condition, liquidity and results of operations. We can provide no assurance that the Remaining Claims will be resolved in a manner that is satisfactory to the Company.

The Company incurred substantial expenses in connection with the Ecommerce Restructuring; however, actual expenses may be greater than anticipated. If the expenses associated with the Ecommerce Restructuring exceed our estimates, our business, financial condition, liquidity and results of operations could be adversely impacted.

Changes within our senior management and our Board of Directors could create uncertainties and impact our business.

We have undergone recent changes in our senior management and in the composition of our Board of Directors. These changes, and potential future changes, may create continuity risks and challenges to our ability to operate the businesses and execute our strategy. In addition, such changes may, among other things, create uncertainty among investors, customers, employees, and others concerning our future direction and performance, make it difficult to attract and retain qualified personnel.

Cybersecurity and Technology Risks

Our financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we or our suppliers are unable to protect against, or effectively respond to, cyberattacks or other cybersecurity incidents.

We depend on the security of our and our suppliers' information technology systems to support numerous business processes and activities, to service our clients, and to enable consumer transactions and postal services. There are numerous cybersecurity risks to these systems, including, but not limited to, individual and group criminal hackers, industrial espionage, denial of service attacks, ransomware and malware attacks, attacks on the software supply chain, and employee errors and/or malfeasance. These cyber threats are diverse and constantly evolving, especially given the advances in, and the rise of the use of, artificial intelligence, thereby increasing the difficulty of preventing, detecting, and successfully defending against them. Successful cybersecurity breaches could, among other things, disrupt our operations or result in the unauthorized disclosure, theft and misuse of company, client, consumer and employee sensitive and confidential information, all of which could adversely affect our financial performance. Cybersecurity breaches could result in legal claims or proceedings, financial liability to other parties, governmental investigations, regulatory enforcement actions and penalties, and damage to our brand and reputation. Although we maintain insurance coverage relating to cybersecurity incidents, we may incur costs or financial losses that are either not insured against or not fully covered through our insurance. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. The Company and our suppliers have experienced certain cybersecurity incidents in the past (e.g. the previously disclosed ransomware attacks we experienced in 2019 and 2020). Our goal is to prevent meaningful incursions and minimize the overall impact of those that occur. For more information on how the Company handles cybersecurity, see Item 1C. Cybersecurity.

Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance.

Our businesses use, process, and store proprietary information and personal, sensitive, or confidential data relating to our business, clients, and employees. Privacy laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard that information, and these laws and regulations continue to evolve. The scope of the laws that may be applicable to us is often uncertain and may be conflicting, and the growth of our cloud-based services increases the scope and complexity of laws that might apply. In addition, new laws may add an array of requirements on how we handle or use information and increase our compliance obligations. For example, India's Digital Personal Data Protection Act, enacted in August 2023 but not operational until the rules have been set, is a new legal framework designed to protect individuals' personal data and regulates how organizations process it, and the European Union’s AI Act compliments and expands transparency requirements set out in the General Data Protection Regulation. In the United States, a growing number of states have enacted different laws regarding personal information, privacy and artificial intelligence that impose significant new requirements on consumer personal information. In some instances (e.g., California), these laws also expand the definition of consumer personal information to include information related to employees and business contacts. Some of these state laws have established independent agencies with rule making and enforcement

authority, whose initial guidance, actions, and regulations remain to be determined and tested, adding additional layers of uncertainty with respect to compliance. Other countries or states have enacted and will continue to enact and amend laws or regulations in the future that have similar or additional requirements. Although we endeavor to continually monitor and assess the impact of these laws and regulations, and continually update our systems to protect our data and comply with these laws, their interpretation and enforcement are uncertain, subject to change, and may require substantial costs to monitor and implement. Failure to comply with data privacy and protection laws and regulations could also result in government enforcement actions (which could result in substantial civil and/or criminal penalties) and private litigation, which could adversely affect our reputation and financial performance.

If we or our suppliers encounter unforeseen interruptions or difficulties in the operation of our cloud-based applications, our business could be disrupted, our reputation and relationships may be harmed, and our financial performance could be adversely affected.

Our business relies upon the continuous and uninterrupted performance of our and our suppliers' cloud-based applications and systems to support numerous business processes, to service our clients and to support their transactions with their customers and postal services. Our applications and systems, and those of our partners, may be subject to interruptions due to technological errors, system capacity constraints, software errors or defects, human errors, computer or communications failures, power loss, adverse acts of nature and other unexpected events. We have business continuity and disaster recovery plans in place to protect our business operations in case of such events and we also require our suppliers to have the same. Nonetheless, there can be no guarantee that these plans will function as designed. If we are unable to limit interruptions or successfully correct them in a timely manner or at all, it could result in lost revenue, loss of critical data, significant expenditures of capital, a delay or loss in market acceptance of our services and damage to our reputation, brand and relationships, any of which could have an adverse effect on our business and our financial performance.

Macroeconomic and General Regulatory Risks

Periods of difficult economic conditions, other macroeconomic events, or a public health crisis could adversely affect our business.

Our operations and financial performance are impacted by the economic conditions in the United States and the other countries where we and our clients do business. Any significant or perceived weakening of these economies, reduction in business confidence or change in business or consumer spending habits, concerns of a domestic or global recession, rising inflation or interest rates, limited availability of credit, or other macroeconomic events (including public health crises and severe weather events), not within our control, may impact our clients’ businesses or reduce our clients’ demand for shipping and mailing products and services and thus, negatively affect our financial performance. These economic conditions, at times, have arisen and can arise suddenly, and the duration and full impact of such conditions can be difficult to predict, which could adversely impact our business, financial condition, and results of operations.

A significant decline in cash flows, changes in our credit ratings, capital market disruptions, noncompliance with any of our debt covenants, or significant withdrawals by depositors at the Bank, could adversely affect our ability to maintain adequate liquidity, provide competitive financing services and to fund various discretionary priorities.

We provide competitive finance offerings and fund discretionary priorities, such as capital investments, strategic acquisitions, dividend payments and share repurchases through a combination of cash generated from operations, deposits held at the Bank and access to capital markets. Our ability to access U.S. capital markets and the associated cost of borrowing is dependent upon our credit ratings and is subject to capital market volatility. We maintain a revolving credit facility to provide funding in the event we need it, however, our ability to borrow under our revolving credit facility is subject to compliance with the covenants set forth in the credit agreement governing the revolving credit facility.

A significant decline in cash flows, changes in our credit ratings, material capital market disruptions, noncompliance with any of our debt covenants, significant withdrawals by depositors at the Bank, adverse changes to our industrial loan charter or an increase in our credit default swap spread could impact our ability to maintain adequate liquidity, which could impact our ability to provide competitive finance offerings, repay or refinance maturing debt, and fund other strategic or discretionary activities, which could adversely affect our operational and financial performance.

Changes in tax rates, laws or regulations could adversely impact our financial results.

We are subject to taxes in the U.S. and in the foreign jurisdictions where we do business. Due to continuing global fiscal challenges and political conditions, tax laws and enforcement approaches have been and may continue to be subject to significant change. Changes in tax laws may be on a prospective or retroactive basis and could have a material impact on our tax expense and cash flows. The Organization for Economic Co-operation and Development (OECD) has set forth a Two-Pillar Solution fundamentally overhauling the international tax rules. Pillar One focuses on reallocation of profits while Pillar Two applies a global minimum corporate tax. The OECD has set forth Model Rules and an ambitious timeline to ensure the effective implementation of the Two-Pillar Solution. Although some jurisdictions have issued guidance or passed tax laws based on the OECD Model Rules, the final nature, timing and extent of any such tax reforms or other legislative or regulatory actions is unpredictable, and it is difficult to assess their overall effect. However, these changes could result in double tax, increase our effective tax rate and adversely impact our

financial results and cash flows. We continuously monitor developments and evaluate the impact these new rules are anticipated to have on our tax rate.

We are subject to tax audits in the various jurisdictions in which we operate. Given the complexity of the current and changing tax laws and regulations, tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly review the strength of our positions based on current law, court cases, rulings and proposed legislative changes to determine the appropriateness of our tax provision, however, there can be no assurance that we will accurately predict the outcomes of these audits, which could have a material impact on our effective tax rate and adversely impact our financial results and cash flows.

Our operations and financial performance may be negatively affected by changes in trade policies, tariffs and regulations.

In recent years, the United States increased tariffs for certain goods, which triggered other nations to also increase tariffs on certain of their goods. These increased tariffs resulted in additional costs on certain components used in some of our SendTech products. In addition, there is currently significant uncertainty about the future relationship between the United States and various other countries, including changes arising as a result of the new presidential administration with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements could have an adverse effect on our business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.

If we do not keep pace with changing expectations and regulations in the areas of ESG, our reputation and results of operations may be adversely affected.

The set of topics incorporated within the term ESG in general, including climate change in particular, cover a range of issues that pose potential risks to our operations. Companies across all industries are facing increased scrutiny from stakeholders related to their ESG practices. From an environmental perspective, the impact of climate change and a potential increase in severe weather events may pose risk to the operation of our sortation facilities, while changes in regulation relating to climate change and other aspects of ESG, including different regulatory requirements in different locations where we operate, may change the cost of compliance for, among other things, collecting, assuring and reporting information regarding our ESG impacts and risk management. There are also a series of laws related to product stewardship and waste disposal to which we need to comply. From a “social” perspective, a failure to meet employee expectations could impact our ability to recruit new employees and retain talent, and failure to manage any reputational risks associated with social or environmental matters could negatively impact our business.

Public statements with respect to ESG matters, such as emission reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. On the other hand, the Company could face criticism for pursuing certain environmental or social initiatives that are alleged to be political or polarizing in nature and could subject the Company to pressure in the media or through other means, which could adversely affect our reputation and results of operations, or could impact our ability to obtain or retain business with, or overseen by, the US federal government or any relevant agencies.

Shareholder Activism Risks

Our business could be negatively affected as a result of shareholder activism.

We value constructive input from investors and regularly engage with our stockholders regarding strategy and performance. Although our Board of Directors and management team are committed to acting in the best interests of all our stockholders, there is no assurance that the results of actions taken by our Board of Directors and management team will be successful.

We have been and may continue to be subject to shareholder activism in the future. For example, on January 31, 2024, we entered into a cooperation agreement with Hestia Capital Partners, LP and certain of its affiliates. Pursuant to the cooperation agreement, we increased the size of our Board of Directors by two seats, appointed two nominees to our Board of Directors, and agreed to other terms and customary standstill provisions. Currently, Lance Rosenzweig and Paul Evans serve as directors pursuant to the Cooperation Agreement. Responding to proxy contests, including related litigation and settlement of prior activism, can be costly, time-consuming, result in further turnover of our Board of Directors, disrupt our operations and divert the attention of management, Board of Directors and employees. All of this could adversely affect our results of operations and financial condition, as well as the market performance of our securities.

Additionally, perceived uncertainties as to our future direction or changes to the composition of our Board of Directors as a result of activist stockholders, may lead to the perception of an adverse change in the direction of our business, instability or lack of management or oversight continuity. These uncertainties may be more acute or heightened if an activist stockholder seeks to change a majority of our Board of Directors. Actions by activist stockholders may be exploited by our competitors and/or other activist stockholders, cause concern to customers, employees, investors, rating agencies, strategic partners and other constituencies, which could result in lost sales and business opportunities, make it more difficult to attract and retain qualified personnel and business partners and adversely impact our ability to access capital markets at reasonable costs. Further, actions of activist stockholders may

cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

As of the date of this filing, our nomination deadline has passed and no shareholders have nominated director candidates to oppose incumbent directors at this year's annual meeting.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

A comprehensive cybersecurity program is critical to achieving our business goals. Like all companies in today’s world, we face a multitude of cybersecurity threats that range from ransomware, and denial-of-service, to attacks from more advanced nation state actors, and even insider threats. Likewise, our customers, suppliers, subcontractors and partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our business operations and financial performance. These cybersecurity threats and related risks make it imperative that we expend considerable resources to safeguard our organization’s assets and to prevent service disruptions or minimize the impact should an incident occur. Our processes for assessing, identifying, and managing material risks from cyberecurity threats are described below. These cybersecurity risk managment processes are integrated into our overall risk management system.

The Audit Committee of the Board of Directors oversees the Company's technology functions, including management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior technology leadership, including our Chief Information Security Officer (CISO), briefs the Audit Committee and the full Board of Directors on our cybersecurity and information security posture on a regular cadence. In addition to this regular reporting, cybersecurity risks or threats may also be escalated to the Audit Committee on an as-needed basis. In the event of an incident, we strive to follow our detailed incident response playbook, which outlines the steps to be taken from incident detection to mitigation, recovery, escalation to senior management, the Board of Directors, and functional areas, and notification to customers and employees as appropriate.

Our information security organization is led by the CISO, who is responsible for our overall information security strategy, policy, security engineering, product security, operations and cybersecurity threat detection and response. The CISO has 32 years of experience serving in various information technology roles. The information security organization manages and continually enhances an enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system and product resilience in an effort to minimize the business impact should an incident occur. Our cybersecurity program attempts to follow the National Institute of Standards and Technology (NIST) Cybersecurity Framework principles. We also strive to maintain ISO certification and assurance reporting under AICPA SOC2 for several of our systems and products. We have adopted a risk-based management process to define, manage, and prioritize controls required to maintain the integrity and availability of our digital assets. Employees outside of our information security organization also have a role in our cybersecurity defenses and are required to receive periodic cybersecurity training, which we believe improves our overall cybersecurity posture.

We have also extended our cybersecurity governance to our operational business executives. Technical leadership periodically presents an assessment of mission critical information assets, those that would cause significant business, customer, or employee impact to the appropriate senior management executives. This is a formal assessment which describes the underlying cyber posture, mitigation plan, and commitments. It ensures that the cybersecurity program in the business unit is progressing against its goals and new risks are operationally prioritized. In addition, the CISO meets with leaders from the Company's legal, IT, and internal audit organizations to ensure alignment with privacy, regulations, legal compliance and audit plans.

We rely heavily on third party partners (i.e. suppliers, subcontractors, consultants, etc.) to support our products, business operations and technology services, and a cybersecurity incident at a partner could materially adversely impact us. Where possible, we include information security provisions, audit rights and insurance requirements, in contracts with these partners based on their level of access to our systems and data. For our most critical partners, where possible, we attempt to pursue an annual attestation of ongoing compliance to our standard policies and practices. For select partners, we engage third party cybersecurity monitoring and alerting services, and seek to work directly with those partners to address potential deficiencies identified.

Given the constantly evolving cyber-threat landscape, as well as the previously disclosed ransomware attacks we experienced in 2019 and 2020, we continuously test and evolve our cybersecurity program. We engage internal security team experts who perform ‘ethical hacks’ against our information assets to uncover risks. As part of its risk based annual audit plan, our internal audit team reviews a number of components of our information technology operations, which taken together, comprise our cybersecurity defenses. A report of its findings is distributed to certain members of management and completion of the auditor's comments is tracked and reported up to the Audit Committee. We also engage third party service providers to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of security controls.

Assessing, identifying, and managing cybersecurity related risks are integrated into our overall enterprise risk management (ERM) process. Cybersecurity related risks are included in the risk universe that our ERM process evaluates to assess top risks to the enterprise on an annual basis. To the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion. The ERM process annual risk assessment is presented to the Audit Committee.

As of the date of this report, the Company has not identified any cybersecurity threats that have materially affected or are reasonably likely to have a material effect on the organization. The Company and its service providers have experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place. Notwithstanding the cybersecurity protections we have in place, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.

ITEM 2. PROPERTIES

We lease numerous facilities worldwide, including administrative offices, mail sortation facilities, service locations, data centers and call centers. Our corporate headquarters is located in Stamford, Connecticut.

Our Presort Services segment conducts mail sortation operations through a network of 33 operating centers throughout the United States. Our SendTech Solutions segment leases a manufacturing and distribution facility in Indiana. This facility is significant as it stores a majority of the SendTech Solutions products, supplies and inventories.

Should any facility be unable to function as intended for an extended period of time, our ability to service our clients and operating results could be impacted.

We conduct our research and development activities in facilities located in Noida and Pune, India, Bielsko-Biala, Poland and Shelton, Connecticut. Management believes that our facilities are in good operating condition, materially utilized and adequate for our current business needs.

ITEM 3. LEGAL PROCEEDINGS

See Note 16 Commitments and Contingencies to the Consolidated Financial Statements for additional information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is principally traded on the New York Stock Exchange (NYSE) under the symbol "PBI". At January 31, 2025, we had 11,333 common stockholders of record.

Dividends and Share Repurchases

We have historically paid a quarterly dividend to our shareholders. We expect to continue to pay a quarterly dividend; however, our Board of Directors may decide to increase, decrease or not approve the payment of a dividend at any time. In February 2025, our Board of Directors increased the quarterly dividend to $0.06 per share.

On February 11, 2025, our Board of Directors authorized a new $150 million share repurchase program. In connection with the new share repurchase program, the Board of Directors terminated and replaced our prior share repurchase program authorized on February 4, 2019. Purchases by the Company under the new share repurchase program may be made from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to one or more 10b5-1 trading plans, accelerated share repurchase programs, and any other method that the Company may deem advisable) and may be discontinued at any time. We may also repurchase shares of our common stock to manage the dilution created by shares issued under employee stock plans and for other purposes. We did not repurchase any shares in 2024.

Stock Performance Graph

We revised our peer group from last year to include companies to align with our changing business offerings.

Our new peer group is comprised of: ACCO Brands Corporation, Bread Financial Holdings, Inc., Cimpress plc, CSG Systems International, Inc., Deluxe Corporation, Diebold Nixdorf, Incorporated, E2open Parent Holdings, Inc., HNI Corporation, Matthews International Corporation, McGrath RentCorp, Quad/Graphics, Inc., Sabre Corporation, TTEC Holdings, Inc. and Unisys Corporation.

Our peer group for 2023 was comprised of: ACCO Brands Corporation, Avery Dennison Corporation, Cimpress plc, Bread Financial Holdings, Inc., Deluxe Corporation, Diebold Nixdorf, Incorporated, Etsy, Inc., Fidelity National Information Services, Inc., Fiserv, Inc., GXO Logistics, Inc., Hub Group, Inc., NCR Corporation, Overstock.com, Inc., Rockwell Automation, Inc., Ryder System, Inc., Schneider National, Inc., The Western Union Company, W.W. Grainger, Inc. and Xerox Holdings Corporation.

The accompanying graph shows the annual change in the value of a $100 investment in Pitney Bowes Inc., the Standard and Poor's (S&P) SmallCap 600 Composite Index and a peer group over a five-year period assuming the reinvestment of dividends. The composition of our peer group is developed by our Compensation Committee based on recommendations from their independent compensation consultant.

The above graph was determined by an independent third party. On a total return basis, a $100 investment on December 31, 2019, in Pitney Bowes Inc., the S&P SmallCap 600 Composite Index, our new peer group and our old peer group would have been worth $223, $149, $63 and $131 respectively, on December 31, 2024.

Total return for the S&P SmallCap 600 Composite Index and our peer group is based on market capitalization, weighted for each year. The stock price performance is not necessarily indicative of future stock price performance.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion of our financial condition and operating results should be read in conjunction with our risk factors, consolidated financial statements and related notes. This discussion includes forward-looking statements based on management's current expectations, estimates and projections and involves risks and uncertainties. Actual results may differ significantly from those currently expressed. A detailed discussion of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements is outlined under "Forward-Looking Statements" and "Item 1A. Risk Factors" in this Form 10-K. All table amounts are presented in thousands of dollars.

Strategic Initiatives

We have been undergoing a strategic transformation over the past year, which focused on four strategic initiatives: the Ecommerce Restructuring (described in Recent Developments below); cost rationalization including identifying certain cost reductions (described in Results of Operations below) and cash optimization to reduce go-forward cash needs and balance sheet deleveraging (described in Liquidity and Capital Resources below).

Recent Developments

On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.

In connection with the GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors to provide for, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million.

In addition, the Company and the Ecommerce Debtors entered into a master settlement agreement (the “Settlement Agreement”), which contemplates the separation of the relationship and transactions among the Company and its subsidiaries and the Ecommerce Debtors, including the settlement and release of claims the Ecommerce Debtors may have against the Company.

On November 25, 2024, the Bankruptcy Court confirmed the Ecommerce Debtors' Third Amended Joint Plan of Liquidation (the "Plan") which incorporated the terms of the RSA and approved the Settlement Agreement. On December 9, 2024, the Plan became effective in accordance with its terms, substantially consummating the separation of the Company from the Ecommerce Debtors. As of the end of 2024, approximately $120 million of cash costs related to the Ecommerce Restructuring have been paid.

As a result of the Ecommerce Restructuring, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in our Consolidated Financial Statements. Amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment primarily relate to operations that were dissolved or sold, certain shared services functions and a cross-border services contract. Prior periods have been recast to conform to the current period presentation. For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other." See Note 4 for further information.

Outlook

Within SendTech Solutions, mailing-related revenues are expected to decline driven by lower meter populations and a higher mix of lease extensions versus new lease sales. We expect this decline to be partially offset by growth in our shipping offerings, particularly our SaaS solutions. The shift to lease extensions versus new lease sales will result in declining equipment sales in the near term; however, lease extensions will provide more stable and continued cash flows over the lease term.

Within Presort Services, we expect revenue and margin improvements due to higher revenue-per-piece and lower costs driven by the investments made in automation and technology to drive efficiencies and improve productivity.

RESULTS OF OPERATIONS

OVERVIEW OF CONSOLIDATED RESULTS

Constant Currency

In the tables below, we report the change in revenue on a reported basis and a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison. We believe that excluding the impacts of currency exchange rates provides a better understanding of the underlying revenue performance. Constant currency change is calculated by converting the current period non-U.S. dollar denominated revenue using the prior year’s exchange rate.

Financial Results Summary:


	Years Ended December 31,
					Favorable/(Unfavorable)
	2024		2023		Actual % Change		Constant Currency % change
Total revenue	$	2,026,598	$	2,078,925	(3)	%	(2)	%
Total costs and expenses	2,078,925		2,122,845		2	%
Loss from continuing operations before income taxes	(52,327)		(43,920)		(19)	%
(Benefit) provision for income taxes	(154,829)		17,347		>100%
Income (loss) from continuing operations	102,502		(61,267)		>100%
Loss from discontinued operations, net of tax	(306,099)		(324,360)		6	%
Net loss	$	(203,597)	$	(385,627)	47	%

Revenue decreased $52 million in 2024 compared to 2023 primarily due to lower support services revenue of $36 million and lower equipment sales of $36 million, partially offset by higher business services revenue of $28 million.

Total costs and expenses decreased $44 million compared to the prior year period primarily due to the following:

•Costs of revenue (excluding financing interest expense) decreased $84 million primarily due to lower cost of business services of $45 million, lower cost of equipment sales of $20 million and lower cost of support services of $14 million.

•SG&A expense decreased $64 million compared to the prior year primarily driven by lower employee-related costs of $10 million, due to lower salary expense of $40 million from headcount reductions partially offset by higher variable compensation of $33 million and a favorable impact of $16 million from the revaluation of intercompany loans. SG&A expense also benefited from overall cost savings initiatives that resulted in expense savings of approximately $38 million from savings in areas such as marketing, travel, real estate and insurance.

•Restructuring charges increased $25 million compared to the prior year period primarily driven by actions taken under the 2023 and 2024 Plans.

•A $124 million goodwill impairment charge in the prior year related to certain operations of the former Global Ecommerce segment that were sold or dissolved prior to 2024 and did not qualify for discontinued operations treatment.

•Interest expense, net, including financing interest expense, increased $12 million compared to the prior year period primarily due to higher interest rates. We allocate a portion of gross interest expense to financing interest expense based on our effective interest rate and average finance receivables for the period.

•Other components of net pension and postretirement cost increased $97 million compared to the prior year, and includes a settlement charge of $91 million from a targeted campaign to offer lump sum settlements to vested participants.

•Other expense (income) increased $92 million due to $67 million of charges related to the Ecommerce Restructuring, a $14 million increase in debt redemption/refinancing costs and a $10 million asset impairment charge.

The benefit for income taxes for 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization. See Note 15 for more information.

As a result of the above, net income from continuing operations for 2024 was $103 million compared to a net loss from continuing operations of $61 million in 2023.

Net loss for 2024 and 2023 was $204 million and $386 million, respectively, and includes a net loss from discontinued operations of $306 million and $324 million, respectively. See Note 4 for more information.


	Years Ended December 31,
					Favorable/(Unfavorable)
	2023		2022		Actual % Change		Constant Currency % change
Total revenue	$	2,078,925	$	2,482,883	(16)	%	(16)	%
Total costs and expenses	2,122,845		2,294,231		7	%
(Loss) income from continuing operations before income taxes	(43,920)		188,652		>(100%)
Provision for income taxes	17,347		42,956		60	%
(Loss) income from continuing operations	(61,267)		145,696		>(100%)
Loss from discontinued operations, net of tax	(324,360)		(108,756)		>(100%)
Net (loss) income	$	(385,627)	$	36,940	>(100%)

Revenue decreased $404 million in 2023 compared to the prior year primarily due to a decrease in business services revenue of $337 million, lower equipment sales of $31 million and lower support services revenue of $27 million. The significant decline in business services revenue is primarily due to the sale or dissolution of certain Global Ecommerce operations that did not qualify for discontinued operations treatment.

Total costs and expenses decreased $171 million compared to the prior year primarily due to the following:

•Costs of revenue (excluding financing interest expense) decreased $345 million primarily due to lower cost of business services of $297 million and lower cost of equipment sales of $30 million. The significant decline in cost of business services is primarily due to the sale or dissolution of certain Global Ecommerce operations that did not qualify for discontinued operations reporting.

•SG&A expense declined $4 million compared to the prior year. This decrease was primarily driven by lower credit card fees of $10 million, lower professional and outsourcing fees of $8 million, lower salary expense of $5 million and lower marketing expenses of $5 million, partially offset by proxy solicitation fees of $11 million, higher credit loss provision of $7 million and non-cash foreign currency revaluation losses on intercompany loans of $6 million.

•Restructuring charges increased $35 million compared to the prior year driven by actions taken under the 2023 Plan.

•A goodwill impairment charge of $124 million associated with certain operations of the former Global Ecommerce segment that were sold or dissolved prior to 2024 and did not qualify for discontinued operations treatment.

•Interest expense, net, including financing interest expense, increased $23 million in 2023 compared to the prior year primarily due to higher interest rates.

•Other income declined $14 million compared to the prior year primarily driven by prior year gains of $22 million from the sale of assets and businesses, partially offset by a favorable year-over-year impact of $8 million associated with the redemption of debt.

In 2023, we recorded a tax provision on a net loss from continuing operations of $44 million primarily due to the non-deductibility of the goodwill impairment charge. See Note 15 to the Consolidated Financial Statements for more information.

As a result of the above, net loss from continuing operations for 2023 was $61 million compared to net income from continuing operations of $146 million in the prior year.

Net loss for 2023 was $386 million compared to net income in 2022 of $37 million. These amounts include a net loss from discontinued operations of $324 million and $109 million, respectively. See Note 4 to the Consolidated Financial Statements for more information.

SEGMENT RESULTS

Effective January 1, 2024, we moved the digital delivery services offering from the former Global Ecommerce segment to the SendTech Solutions segment in order to leverage our technology and innovation capabilities to better serve our clients. Prior periods have been recast to conform to the current segment presentation.

Management measures segment profitability and performance by deducting from segment revenue the related costs and expenses attributable to the segment. Segment results exclude interest, taxes, corporate expenses, restructuring charges, and other items not allocated to a business segment.

SendTech Solutions

Financial performance for the SendTech Solutions segment was as follows:


	Years Ended December 31,
							Favorable/(Unfavorable)
	2024			2023			Actual % change		Constant Currency % change
Business services	$	139,309		$	106,594		31	%	31	%
Support services	374,571			410,734			(9)	%	(9)	%
Financing	269,893			271,197			—	%	—	%
Equipment sales	287,600			323,739			(11)	%	(11)	%
Supplies	143,245			147,709			(3)	%	(3)	%
Rentals	65,248			67,900			(4)	%	(4)	%
Total revenue	1,279,866			1,327,873			(4)	%	(3)	%

Cost of business services	39,258			32,588			(20)	%
Cost of support services	123,551			136,821			10	%
Cost of equipment sales	203,617			222,220			8	%
Cost of supplies	40,585			43,140			6	%
Cost of rentals	17,461			19,407			10	%
Total costs of revenue	424,472			454,176			7	%

Gross margin	855,394			873,697			(2)	%
Gross margin %	66.8		%	65.8		%

Selling, general and administrative	434,377			446,079			3	%
Research and development	21,328			21,772			2	%
Other components of pension and post retirement costs	(2,111)			(2,245)			(6)	%
Adjusted Segment EBIT	$	401,800		$	408,091		(2)	%

SendTech Solutions revenue decreased $48 million in 2024 compared to 2023. Support services revenue declined $36 million primarily due to the declining meter population and continuing shift to cloud-enabled products. Equipment sales declined $36 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. These revenue declines were partially offset by an increase in business services revenue of $33 million primarily driven by growth in our shipping subscriptions, including enterprise subscriptions and growth in digital delivery services due to client mix.

Gross margin declined $18 million primarily due to the decline in revenue; however, gross margin percentage increased to 66.8% from 65.8% compared to the prior year. The increase in gross margin percentage was primarily driven by improvements in business services

gross margin due to growth in enterprise shipping subscriptions and digital delivery services. Gross profit margin for support services, supplies and rentals was comparable to the prior year as we reduced costs in response to lower revenues.

SG&A expense declined $12 million, primarily driven by lower employee-related expenses of $16 million due to savings from the 2023 and 2024 Plans, lower credit loss provision of $4 million and lower expenses driven by overall cost savings initiatives, partially offset by higher professional and outsourcing fees of $13 million.

Adjusted segment EBIT was $402 million in 2024 compared to $408 million in 2023.


	Years Ended December 31,
							Favorable/(Unfavorable)
	2023			2022			Actual % change		Constant Currency % change
Business services	$	106,594		$	230,654		(54)	%	(54)	%
Support services	410,734			438,191			(6)	%	(6)	%
Financing	271,197			274,508			(1)	%	(1)	%
Equipment sales	323,739			354,960			(9)	%	(8)	%
Supplies	147,709			154,186			(4)	%	(4)	%
Rentals	67,900			66,256			2	%	2	%
Total revenue	1,327,873			1,518,755			(13)	%	(12)	%

Cost of business services	32,588			157,790			79	%
Cost of support services	136,821			147,654			7	%
Cost of equipment sales	222,220			251,916			12	%
Cost of supplies	43,140			43,537			1	%
Cost of rentals	19,407			24,865			22	%
Total costs of revenue	454,176			625,762			27	%

Gross margin	873,697			892,993			(2)	%
Gross margin %	65.8		%	58.8		%

Selling, general and administrative	446,079			467,243			5	%
Research and development	21,772			24,363			11	%
Other components of pension and post retirement costs	(2,245)			(331)			>100%
Adjusted Segment EBIT	$	408,091		$	401,718		2	%

SendTech Solutions revenue decreased $191 million in 2023 compared to the prior year. Business services revenue declined $124 million primarily driven by a $128 million reduction in revenue due to the change in revenue presentation for digital delivery services, which was partially offset by growth in enterprise shipping subscriptions. Equipment sales declined $31 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment. Support services revenue declined $27 million primarily due to the declining meter population and continuing shift to cloud-enabled products. Supplies revenue declined $6 million primarily driven by a declining meter population. Financing revenue declined $3 million primarily due to $6 million of lower lease extensions and lower late fees of $1 million, partially offset by higher investment income of $7 million.

Gross margin decreased $19 million primarily due to the decline in revenue. However, gross margin percentage increased to 65.8% from 58.8% compared to the prior year driven by improvements in business services gross margin due to growth in enterprise shipping subscriptions, rentals gross margin due in part to a $2 million prior year unfavorable scrap adjustment and a current year favorable adjustment and equipment sales gross margin due to cost management.

SG&A expenses declined $21 million primarily driven by lower credit card fees of $8 million, lower outsourcing and professional fees of $5 million, lower rent expense of $3 million and lower marketing expenses of $1 million.

Adjusted segment EBIT was $408 million in 2023 compared to $402 million for the prior year.

Presort Services

Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.

Financial performance for the Presort Services segment was as follows:


	Years Ended December 31,
							Favorable/(Unfavorable)
	2024			2023			Actual % Change		Constant Currency % change
Business Services Revenue	$	662,587		$	617,599		7	%	7	%
Cost of Business Services	417,741			432,229			3	%
Gross Margin	244,846			185,370			32	%
Gross Margin %	37.0		%	30.0		%

Selling, general and administrative	78,860			74,230			(6)	%

Other components of net pension and postretirement cost	202			228			11	%
Adjusted segment EBIT	$	165,784		$	110,912		49	%

Revenue increased $45 million in 2024 compared to 2023 primarily due to pricing actions and product mix. The processing of First Class Mail and Marketing Mail Flats/Bound Printed Matter contributed revenue increases of $40 million and $7 million, respectively, which was partially offset by a revenue decrease from Marketing Mail of $2 million. The revenue increase includes a $5 million favorable adjustment related to prior periods. Refer to Note 1 Basis of Presentation for further information.

Gross margin increased $59 million and gross margin percentage increased to 37.0% from 30.0% in the prior year primarily due to the increase in revenue, lower transportation costs of $5 million driven by lane optimization, cost savings as a result of the 2023 Plan, and the benefits from investments made in automation and higher-throughput sortation equipment.

SG&A expense increased $5 million compared to 2023 primarily due to higher credit loss provision of $3 million.

Adjusted segment EBIT was $166 million in 2024, including the $5 million benefit from the favorable revenue adjustment, compared to $111 million in 2023.


	Years Ended December 31,
							Favorable/(Unfavorable)
	2023			2022			Actual % Change		Constant Currency % change
Business Services Revenue	$	617,599		$	602,016		3	%	3	%
Cost of Business Services	432,229			454,923			5	%
Gross Margin	185,370			147,093			26	%
Gross Margin %	30.0		%	24.4		%

Selling, general and administrative	74,230			64,517			(15)	%

Other components of net pension and postretirement costs	228			146			(56)	%
Adjusted segment EBIT	$	110,912		$	82,430		35	%

Revenue increased $16 million in 2023 compared to the prior year as pricing actions to mitigate inflationary pressures on costs offset the revenue decline driven by a 6% decrease in total mail volumes. The processing of Marketing Mail Flats and Bound Printed Matter and First Class Mail contributed revenue increases of $18 million and $5 million, respectively, while the processing of Marketing Mail contributed to a revenue decrease of $7 million.

Gross margin increased $38 million and gross margin percentage increased to 30.0% from 24.4% compared to the prior year primarily due to the increase in revenue, lower transportation costs of $15 million, driven by improvements in network management, and the benefits from investments made in automation and higher-throughput sortation equipment.

SG&A expenses increased $10 million primarily due to higher employee-related expenses.

Adjusted segment EBIT was $111 million in 2023 compared to $82 million in the prior year.

CORPORATE EXPENSES

The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses. Corporate expenses primarily represents corporate administrative functions such as finance, marketing, human resources, legal, information technology, and research and development.


	Years Ended December 31,
						Favorable/(Unfavorable)
		2024		2023		Actual % change
Corporate expenses		$	178,141	$	210,931	16	%

Corporate expenses for 2024 decreased $33 million compared to the prior year primarily due to lower salary expense of $22 million due to savings from the 2023 and 2024 Plans, lower professional and outsourcing fees of $12 million, non-cash foreign currency revaluation gains on intercompany loans of $8 million, lower marketing expenses of $5 million, lower insurance costs of $3 million and various other expense savings totaling approximately $20 million from cost savings initiatives. These cost savings were partially offset by higher variable compensation expense of $37 million.


	Years Ended December 31,
						Favorable/(Unfavorable)
		2023		2022		Actual % change
Corporate expenses		$	210,931	$	204,251	(3)	%

Corporate expenses for 2023 increased $7 million compared to the prior year primarily due to higher variable compensation expense of $4 million and higher depreciation expense of $2 million.

LIQUIDITY AND CAPITAL RESOURCES

Our ability to maintain adequate liquidity for our operations is dependent upon a number of factors, including our revenue and earnings, our ability to manage costs and improve productivity, our clients' ability to pay their balances on a timely basis and the impacts of changing macroeconomic and geopolitical conditions. At December 31, 2024 we had cash, cash equivalents and short-term investments of $486 million, which includes $47 million held at our foreign subsidiaries used to support the liquidity needs of those subsidiaries. At this time, we believe that existing cash and investments, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs for the next 12 months.

In connection with the GEC Chapter 11 Cases, the Company, through one of its wholly owned subsidiaries, agreed to provide funding to the Ecommerce Debtors through the DIP Facility up to a maximum amount of $47 million. The DIP Facility bears interest at 10%, and had an initial maturity date of November 29, 2024, which the parties subsequently extended to December 9, 2024. We provided initial funding of $28 million and in December 2024, received $11 million as a partial repayment of the DIP Facility. The remaining balance on the DIP Facility is fully reserved and any future distributions will be recorded as income in the period received.

Immediately prior to the GEC Sale, we had various intercompany receivables with the Ecommerce Debtors with an aggregate value of $116 million. After the GEC Sale, those intercompany receivables were converted to third party receivables, for which we have ascribed a fair value of zero. Subsequent collections, if any, will be recorded when received or collection is assured.

Cash Flow Summary

The change in cash and cash equivalents is as follows:


	2024		2023		2022
Net cash from operating activities	$	229,170	$	80,091	$	175,039
Net cash from investing activities	(49,056)		(124,096)		(24,269)
Net cash from financing activities	(305,455)		(30,002)		(198,083)
Effect of exchange rate changes on cash and cash equivalents	(4,987)		5,731		(16,091)
Change in cash and cash equivalents	$	(130,328)	$	(68,276)	$	(63,404)

Operating activities

Cash flows from operating activities in 2024 improved $149 million compared to the prior year period driven primarily by a decline in finance receivables and lower payments of accounts payable and accrued liabilities. Cash flow from operations also benefited from lower cash outflows from discontinued operations of $107 million.

Cash flows from operating activities in 2023 declined $95 million compared to the prior year. This decline was driven by lower earnings, higher interest payments of $30 million, higher restructuring payments of $19 million and higher pension contributions of $7 million, partially offset by changes in other working capital items.

Investing activities

Cash flows from investing activities for 2024 improved $75 million compared to the prior year primarily due to higher cash from investment activities of $40 million, lower investments in loan receivables of $20 million, lower cash outflows from discontinued operations of $17 million, and lower capital expenditures of $6 million, partially offset by net DIP Facility funding of $17 million.

Cash flows from investing activities for 2023 declined $100 million compared to the prior year primarily due to prior year proceeds of $162 million from the sale of businesses and our Shelton, Connecticut office building, lower cash from investment activities of $13 million, partially offset by lower cash payments of $28 million to settle foreign exchange derivative contracts, lower investments in loan receivables of $23 million and lower capital expenditures of $5 million and lower outflows from discontinued operations of $17 million.

Financing activities

Cash flows from financing activities for 2024 declined $275 million compared to the prior year primarily due to higher net debt repayments of $178 million and lower cash from changes in customer account deposits at the Bank of $97 million.

Cash flows from financing activities for 2023 improved $168 million compared to the prior year primarily due to lower net debt repayments of $68 million, higher cash from changes in customer account deposits at the Bank of $90 million and $13 million of common stock repurchases in the prior year.

Debt Activity

During 2024, we repaid $178 million of the Notes due March 2028 and made scheduled principal repayments of $56 million. In January 2025, we repaid the remaining outstanding balance of the Notes due March 2028.

In August 2024, we amended the credit agreement that governs our secured revolving credit facility and the term loan due March 2026 (the "Credit Agreement") and the note purchase agreement that governs our $275 million notes due March 2028. The amendments, among other things, permitted the Ecommerce Restructuring, including funding under the DIP Facility, amended certain covenants, including relief for expenses incurred pursuant to the Ecommerce Restructuring, released the guarantees provided by the Ecommerce Debtors, released the liens on the assets of the Ecommerce Debtors and reduced the amount of permitted borrowings under the revolving credit facility from $500 million to $400 million. The Credit Agreement contains certain financial covenants. At December 31, 2024, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our Credit Agreement are secured by assets of the company.

In February 2025, we entered into a new senior secured credit agreement (the "New Credit Agreement"), which provides for a $265 million revolving credit facility maturing March 2028, a $160 million term loan maturing March 2028 and a $615 million term loan maturing March 2032. The proceeds were used to repay the outstanding balances of the Term loan due March 2026 and Term loan due March 2028 and for general corporate purposes. Borrowings under our New Credit Agreement are secured by assets of the Company.

Under the New Credit Agreement, the Company is required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the Credit Agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio of no greater than (a) 5.25 to 1.00 for the fiscal quarters ending March 31, 2025 and June 30, 2025, (b) 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and (c) 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026.

We may from time to time seek to retire or repurchase our outstanding debt through open market purchases, privately negotiated transactions, redemptions, prepayments or otherwise. Such prepayments or repurchases, if any, will depend on our business strategy, prevailing market conditions, our liquidity requirements, our contractual restrictions or covenants, compliance with securities laws and other factors and may be commenced or suspended at any time. The amounts involved may be material.

The PB Bank (the Bank), a wholly owned subsidiary, is a member of the Federal Home Loan Bank (FHLB) of Des Moines and has access to certain credit products as a funding source known as "advances." As of December 31, 2024, the Bank had yet to apply for any advances.

Future Cash Requirements

The following table summarizes our known and contractually committed cash requirements at December 31, 2024, with the exception of debt maturities, which is reflective of the debt refinancing completed in February 2025.


	Payments due in (in millions)
	Total		2025		2026		2027		2028		2029		Thereafter

Debt maturities	$	1,966	$	11	$	17	$	401	$	134	$	356	$	1,047

Lease obligations	160		38		32		29		24		17		20
Purchase obligations	162		162		—		—		—		—		—

Retiree medical payments	76		10		9		9		8		8		32
Total	$	2,364	$	221	$	58	$	439	$	166	$	381	$	1,099

Debt

Required debt repayments over the next 12 months are $11 million, which we anticipate satisfying through available cash on hand and cash generated from operations. We estimate that cash interest payments for the next 12 months will be $140 - $150 million. See Note 13 to the Consolidated Financial Statements for information regarding our debt.

Lease obligations

We lease real estate and equipment under operating and capital lease arrangements. These leases have terms of up to 15 years and include renewal options. See Note 7 and Note 17 to the Consolidated Financial Statements for further information.

Purchase obligations

Purchase obligations include unrecorded open purchase orders for goods and services.

Off Balance Sheet Arrangements

At December 31, 2024, we had approximately $30 million outstanding letters of credit guarantees with financial institutions that are primarily issued as security for insurance, leases, customs and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which we believe is remote. Outstanding letters of credit reduce the amount we can borrow under our revolving credit facility.

Critical Accounting Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions about certain items that affect the reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets and liabilities. The accounting policies below have been identified by management as those policies that are most critical to our financial statements due to the estimates and assumptions required. Management believes that the estimates and assumptions used are reasonable and appropriate based on the information available at the time the financial statements were prepared; however, actual results could differ from those estimates and assumptions. See Note 1 to the Consolidated Financial Statements for a summary of our accounting policies.

Revenue recognition

We derive revenue from multiple sources including the sale and lease of equipment, equipment rentals, financing, support services and business services. Certain transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these arrangements involves a sale or noncancelable lease of equipment, meter services and an equipment maintenance agreement. We are required to determine whether each product and service within the contract should be treated as a separate performance obligation (unit of accounting) for revenue recognition purposes. We recognize revenue for performance obligations when control is transferred to the customer. Transfer of control may occur at a point in time or over time, depending on the nature of the contract and the performance obligation.

Revenue is allocated among performance obligations based on relative standalone selling prices (SSP), which are a range of selling prices that we would sell the good or service to a customer on a separate basis. SSP are established for each performance obligation at the inception of the contract and can be observable prices or estimated. Revenue is allocated to the meter service and equipment maintenance agreement elements using their respective observable selling prices charged in standalone and renewal transactions. For sale and lease transactions, the SSP of the equipment is based on a range of observable selling prices in standalone transactions. We recognize revenue on non-lease transactions when control of the equipment transfers to the customer, which is upon delivery for customer installable models and upon installation or customer acceptance for other models. We recognize revenue on equipment for lease transactions upon shipment for customer installable models and upon installation or customer acceptance for other models.

Allowances for credit losses

Finance receivables are comprised of sales-type leases, secured loans and unsecured revolving loans. We provide an allowance for expected credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. Total allowance for credit losses as a percentage of finance receivables was 2% at both December 31, 2024 and 2023. Holding all other assumptions constant, a 0.25% increase in the allowance rate at December 31, 2024 would have reduced pre-tax income by $3 million.

Trade accounts receivable are generally due within 30 days after the invoice date. We provide an allowance for expected credit losses based on historical loss experience, the age of the receivables, specific troubled accounts and other currently available information. Accounts deemed uncollectible are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible, or when they are 365 days past due, if sooner. The allowance for credit losses as a percentage of trade accounts receivables was 5% and 3% at December 31, 2024 and 2023, respectively. Holding all other assumptions constant, a 0.25% increase in the allowance rate at December 31, 2024 would have reduced pre-tax income by less than $1 million.

Income taxes and valuation allowance

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our annual tax rate is based on income, statutory tax rates, tax reserve changes and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining the annual tax rate and in evaluating our tax positions. 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. We have established tax reserves that we believe are appropriate given the possibility of tax adjustments. Determining the appropriate level of tax reserves requires judgment regarding the uncertain application of tax laws. Reserves are adjusted when information becomes available or when an event occurs indicating a change in the reserve is appropriate. Changes in tax reserves could have a material impact on our financial condition or results of operations.

Significant judgment is also required in determining the amount of deferred tax assets that will ultimately be realized and corresponding deferred tax asset valuation allowance. When estimating the necessary valuation allowance, we consider all available evidence for each jurisdiction including historical operating results, estimates of future taxable income and the feasibility of tax planning strategies. If new information becomes available that would alter our estimate of the amount of deferred tax assets that will ultimately be realized, we adjust the valuation allowance through income tax expense. Changes in the deferred tax asset valuation allowance could have a material impact on our financial condition or results of operations.

Pension benefits

The calculation of net periodic pension expense and determination of net pension obligations are dependent on assumptions and estimates relating to, among other things, the discount rate (interest rate used to discount the future estimated liability) and the expected rate of return on plan assets. These assumptions are evaluated and updated annually.

The discount rate for our largest plan, the U.S. Qualified Pension Plan (the U.S. Plan) and our largest foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan) used to determine net periodic pension expense for 2024 was 5.15% and 4.50%, respectively. The discount rate used to determine 2025 net periodic pension expense for the U.S. Plan and the U.K. Plan was 5.65% and 5.45%, respectively. A 0.25% change in the discount rate would not materially impact annual pension expense for the U.S. Plan or the U.K. Plan. A 0.25% change in the discount rate would impact the projected benefit obligation of the U.S. Plan and U.K. Plan by $16 million and $10 million, respectively.

The expected rate of return on plan assets used to determine net periodic pension expense for 2024 was 6.7% for the U.S. Plan and 5.5% for the U.K. Plan. The expected rate of return on plan assets used to determine 2025 net periodic pension expense was 6.9% and 6.09% for the U.S. Plan and the U.K. Plan, respectively. A 0.25% change in the expected rate of return on plan assets would impact annual pension expense for the U.S. Plan by $3 million and the U.K. Plan by $1 million.

Actual pension plan results that differ from our assumptions and estimates are accumulated and amortized primarily over the life expectancy of plan participants and affect future pension expense. Net pension expense is also based on a market-related valuation of plan assets where differences between the actual and expected return on plan assets are recognized over a five-year period in the U.S. and a two-year period in the U.K. Plan benefits for participants in a majority of our U.S. and foreign pension plans are frozen.

Residual value of leased assets

Equipment residual values are determined at the inception of the lease using estimates of the equipment's fair value at the end of the lease term. Residual value estimates impact the determination of whether a lease is classified as an operating lease or a sales-type lease. Fair value estimates of equipment at the end of the lease term are based on historical renewal experience, used equipment markets, competition and technological changes.

We evaluate residual values on an annual basis or sooner if circumstances warrant. Declines in estimated residual values considered "other-than-temporary" are recognized immediately. Increases in estimated future residual values are not recognized until the equipment is remarketed. If the actual residual value of leased assets were 10% lower than management's current estimates and considered "other-than-temporary", pre-tax income would be $4 million lower.

Legal and Regulatory Matters

See Regulatory Matters in Item 1 and Other Tax Matters in Note 15 to the Consolidated Financial Statements for regulatory matters regarding our tax returns and Note 16 to the Consolidated Financial Statements for information regarding our legal proceedings.

Foreign Currency Exchange

The functional currency for most of our foreign operations is the local currency. Changes in the value of the U.S. dollar relative to the currencies of countries in which we operate impact our reported assets, liabilities, revenue and expenses. Exchange rate fluctuations can also impact the settlement of intercompany receivables and payables between our subsidiaries in different countries. During 2024, 16% of our consolidated revenue was from operations outside the United States.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. To manage these market risks, we may employ derivatives according to established policies and procedures. We do not use derivatives for speculative purposes. We are also exposed to credit risk on our accounts receivable and finance receivable portfolio.

Foreign Exchange Risk

We have a number of short-term intercompany loans denominated in a foreign currency, predominantly the British Pound, Euro and Canadian Dollar. Our foreign currency risk primarily includes the periodic revaluation of these intercompany loans and related interest, which is recorded in earnings. Assuming foreign currency exchange rates at December 31, 2024, a 1% change in the British Pound, Euro and Canadian Dollar would impact earnings by $4 million, $3 million and $2 million, respectively.

We are also exposed to foreign currency risks associated with transactions denominated in currencies other than a location’s functional currency and forecasted inventory purchases between affiliates and third parties. However, these risks are not deemed to be significant.

Interest Rate Risk

We are exposed to interest rate risk on our variable-rate debt borrowings. At December 31, 2024, approximately 61% of our debt is at fixed rates and the remaining 39% is at variable rates. The weighted average interest rate of our variable rate debt at December 31, 2024 and 2023 was 8.3% and 9.7%, respectively. A 100 basis point change in the weighted average interest rate of our variable rate debt in 2024 would have increased interest expense approximately $8 million.

We also maintain a significant investment portfolio comprised of fixed-rate investment in government and municipal securities, corporate securities, mortgage-backed securities and asset-backed securities. Changes in interest rates impact the fair value of these investments. We have designated these securities as available-for-sale, and changes in fair value due to changes in interest rates are recognized in accumulated other comprehensive loss, a component of equity, and not earnings. We do not expect to recognize impairment losses on investment securities in an unrealized loss position as we have the intent and ability to hold these securities until recovery of unrealized losses or maturity.

Credit Risk

We are exposed to credit risk on our accounts receivable and finance receivable balances. This risk is mitigated due to our large, diverse client base, dispersed over various geographic regions and industrial sectors. No single client comprised more than 10% of our consolidated net sales in 2024 or 2023. We maintain provisions for potential credit losses based on historical experience, age of receivable, current economic conditions and future outlook and other relevant factors that may impact our customers’ ability to pay. We continually evaluate the adequacy of our allowance for credit losses and adjust as necessary.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Index to Consolidated Financial Statements and Schedules" in this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure 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 Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure.

Any system of controls and procedures, no matter how well designed and operated, can provide only reasonable (and not absolute) assurance of achieving the desired control objectives. Under the direction of our CEO and CFO, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of December 31, 2024.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management assessed the effectiveness of the internal control over financial reporting as of December 31, 2024 under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) and concluded that the internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, 2024, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:

Action

Date

Trading Arrangement

Total Shares to be Sold(3)

Expiration Date

Rule 10b5-1(1)

Non-Rule 10b5-1(2)

James A. Fairweather (Executive Vice President and Chief Innovation Officer)

Adopt

November 25, 2024

277,356

December 31, 2025

Shemin Nurmohamed (Executive Vice President and President, Sending Technology Solutions)

Adopt

December 20, 2024

17,521 (4)

December 31, 2025

Lance Rosenzweig (Chief Executive Officer)

Adopt

December 20, 2024

141,700(5)

December 31, 2025

(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.

(4) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Nurmohamed’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.

(5) Mr. Rosenzweig's trading arrangement, which was entered into for ongoing estate and tax planning purposes on a date when the Company's opening share price was $6.97 per share, only provides for the sale of such shares if the price exceeds $12.00 per share in the future.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than information regarding our executive officers disclosed in Part I of this Annual Report and information regarding our directors as shown below, the information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.


Director						Principle Occupation

Lance Rosenzweig						Chief Executive Officer, Pitney Bowes Inc.
Milena Alberti-Perez						Former Chief Financial Officer of Getty Images, Inc
Todd Everett						Independent advisor to several ecommerce companies, including Doddle Parcel Services Limited, Verishop, Inc., and Fetch Package, Inc
Kurt Wolf						Managing Member and Chief Investment Officer of Hestia Capital Management
Paul Evans						Former Chief Operating Officer of America's Auto Auction Group
Catherine Levene						Former President of Meredith Corporation's National Media Group
Julie Schoenfeld						Founder, Former President and CEO of Strobe, Inc.

Code of Ethics

We have Business Practices Guidelines (BPG) that apply to all our officers and other employees and a Code of Business Conduct and Ethics (the Code) that applies to our Board of Directors. The BPG and the Code are posted on our corporate governance website located at www.pb.com/us/our-company/leadership-and-governance/corporate-governance.html. Amendments to either the BPG or the Code and any waiver from a provision of the BPG or the Code requiring disclosure will be disclosed on our corporate governance website.

Audit Committee - Audit Committee Financial Expert

The information regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.

PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION TABLE

The following table provides information as of December 31, 2024 regarding the number of shares of common stock that may be issued under our equity compensation plans.


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	(b) Weighted-average exercise price of outstanding options, warrants and rights (2)	(c) Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
Equity compensation plans approved by security holders	11,351,222	$10.87	18,148,363
Equity compensation plans not approved by security holders	—	—	—
Total	11,351,222	$10.87	18,148,363

(1) Includes outstanding restricted stock units, stock options and performance stock units.

(2) Weighted average exercise price of stock options only.

Other than information regarding securities authorized for issuance under equity compensation plans, the information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to our Proxy Statement to be filed in connection with the 2025 Annual Meeting of Stockholders.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)(1) Index to Consolidated Financial Statements and Schedules			Page Number in Form 10-K
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			40
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022			41
Consolidated Balance Sheets at December 31, 2024 and 2023			42
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			43
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2024, 2023 and 2022			44
Notes to Consolidated Financial Statements			45
Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2024, 2023 and 2022			90

(a)(2) Exhibits


Reg. S-K exhibits	Description	Status or incorporation by reference
3(a)	Amended and Restated Certificate of Incorporation of Pitney Bowes Inc.	Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the Commission on May 8, 2024 (Commission file number 1-3579)
3(b)	Pitney Bowes Inc. Amended and Restated By-laws effective May 6, 2024	Incorporated by reference to Exhibit 3.4 to Form 8-K filed with the Commission on May 8, 2024 (Commission file number 1-3579)
4	Description of Registered Securities	Exhibit 4
4(a)	Senior Debt Indenture, dated as of February 14, 2005, by and between the Company and Citibank N.A., as trustee	Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed with the Commission on June 18, 2008 (Commission file number 1-3579)
4(b)	First Supplemental Indenture, dated as of October 23, 2007, by and among Pitney Bowes Inc., The Bank of New York, as successor trustee, and Citibank, N.A., as resigning trustee	Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the Commission on October 24, 2007 (Commission file number 1-3579)
4(c)	Supplemental Indenture No. 2 dated as of February 26, 2020, by and between Pitney Bowes Inc. and The Bank of New York Mellon, as successor trustee to Citibank N.A.	Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the Commission on February 26, 2020 (Commission file number 1-3579)
4(d)	Form of 5.25% Global Medium-Term Note due 2037	Incorporated by reference to Exhibit 4(d)(1) to Form 8-K filed with the Commission on November 16, 2006 (Commission file number 1-3579)
4(e)	Officer's Certificate establishing the terms of the Notes, dated March 7, 2013, and Specimen of 6.70% Notes due 2043	Incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed with the Commission on March 7, 2013 (Commission file number 1-3579)
4(f)	Officer's Certificate establishing the terms of the 4.625% Notes due 2024, dated March 13, 2014, and Specimen of 4.625% Notes due 2024.	Incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed with the Commission on March 13, 2014 (Commission file number 1-3579)
4(g)	Indenture, dated March 19, 2021, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 6.875% Senior Notes due 2027.	Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579).
4(h)	Indenture, dated March 19, 2021, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 7.250% Senior Notes due 2029.	Incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579).
10(a) *	Retirement Plan for Directors of Pitney Bowes Inc.	Incorporated by reference to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 1993 (Commission file number 1-3579)
10(b) *	Pitney Bowes Inc. Directors' Stock Plan (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.10 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(c) *	Pitney Bowes Inc. 2007 Stock Plan (as amended November 7, 2009)	Incorporated by reference to Exhibit (v) to Form 10-K filed with the Commission on February 26, 2010 (Commission file number 1-3579)
10(d)*	Pitney Bowes Inc. 2013 Stock Plan	Incorporated by reference to Annex A to the Definitive Proxy Statement for the 2013 Annual Meeting of Stockholders filed with the Commission on March 25, 2013 (Commission file number 1-3579)

PART IV


Reg. S-K exhibits	Description	Status or incorporation by reference
10(e)*	Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(f)*	Pitney Bowes Inc. 2024 Stock Plan as amended November 5, 2024	I ncorporated by reference to Exhibit 10.7 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579 )
10(g) *	Pitney Bowes Inc. Key Employees' Incentive Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.8 to Form 10-Q filed with the Commission on November 8 , 202 4 (Commission file number 1-3579)
10(h) *	Pitney Bowes Severance Plan as amended and restated effective June 18, 2024	Incorporated by refer ence to Exhibit 10.2 to Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(i) *	Pitney Bowes Senior Executive Severance Policy (as amended and restated as of September 11, 2023)	Incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(j) *	Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors (as amended and restated September 11, 2023)	Incorporated by reference to Exhibit 10.11 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(k) *	Pitney Bowes Inc. Deferred Incentive Savings Plan (as amended and restated effective September 11, 2023)	Incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
10(l)*	Pitney Bowes Director Equity Deferral plan dated November 8, 2013 (effective May 12, 2014)	Incorporated by reference to Exhibit 10(o) to Form 10-K filed with the Commission on February 22, 2016 (Commission file number 1-3579)
10(m)*	Pitney Bowes Executive Equity Deferral Plan as amended November 5, 2024	Incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the Commission on November 8 , 202 4 (Commission file number 1-3579)
10(n)	Separation Agreement, dated as of May 21, 2024, by and between the Company and Jason Dies	I ncorpo rated by reference to Exhibit 10.4 to the Form 10-Q filed with the Commission on August 9, 2024 (Com mission file number 1-3579)
10(o)	Separation Agreement, dated as of June 30, 2024, by and between the Company and Gregg Zegras	Incorporated by reference to Exhibit 10.5 to the Form 10-Q filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(p)	Separation Agreement, dated as of August 7, 2024, by and between the Company and James Fairweather, Executive Vice President, Chief Innovation Officer	I ncorporated by reference to Exhibit 10.6 to the Form 8-K filed with the Commission on August 9, 2024 (C ommission file number 1-3579)
10(q)	Separation Agreement, dated as of February 11, 2025, by and between the Company and John Witek	I ncorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(r)	Letter Agreement, dated March 15, 2024, between the Company and John Witek	I ncorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on March 19 , 2024 (Com mission file number 1-3579)
10(s)	Letter Agreement, dated September 18, 2024, between the Company and John Witek	Incorporated by reference to Exhibit 10.16 to the Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(t)	Letter Agreement, dated October 25, 2024, between the Company and Lance Rosenzweig	I ncorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(u)	Offer Letter, executed as of February 10, 2025, between Bob Gold and Pitney Bowes Inc.	Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(v)	Cooperation Agreement, dated as of January 31, 2024, by and between Hestia Capital Partners, LP, Helios I, LP, Hestia Capital Partners GP, LLC, Hestia Capital Management, LLC and Kurtis J. Wolf, on the one hand, and Pitney Bowes Inc., on the other hand	I ncorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 1, 2024 (Co mmission file number 1-3579)
10(w)	Form of Indemnification Agreement	I ncorporated by reference to Exhibit 10.3 to the Form 10-Q file d with the Commission on M ay 2, 2024 (Commission file number 1-3579)
10(x)	Limited Liability Company Agreement, dated as of August 8, 2024, by and between Pitney Bowes International Holdings, Inc. and Hilco	I ncorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)

PART IV


Reg. S-K exhibits	Description	Status or incorporation by reference
10(y)	Form of Restructuring Support Agreement, dated as of August 8, 2024, by and between the Company and the Ecommerce Debtors	I ncorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(z)	Form of Settlement and Release Agreement, dated as of August 8, 2024, by and among (i) DRF Logistics, LLC and DRF, LLC, as proposed debtors and debtors-in-possession and (ii) the Company and Pitney Bowes International Holdings, Inc.	I ncorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on August 9, 2024 (Commission file number 1-3579)
10(aa)	Credit Agreement, dated as of February 7, 2025, among Pitney Bowes Inc., a Delaware corporation, the lenders and issuing banks thereto from time to time and Bank of America, N.A., as administrative agent	I ncorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 12, 2025 (Commission file number 1-3579)
10(bb)	Form of Long Term Incentive Award Agreement	Incorporated by reference to Exhibit 10(k) to Form 10-K filed with the Commission on February 25, 2013 (Commission file number 1-3579)
10(cc)	Form of Restricted Stock Unit Award Agreement under 2024 Stock Plan	I nco rporated by reference to Exhibit 10 .10 to Form 10-Q filed with the Commission on No vember 8, 2024 (Commission file number 1-3579)
10(dd)	Form of Performance Stock Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.1 1 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ee)	Form of Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.1 2 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ff)	Form of Stock Cash Incentive Unit Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.1 3 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(gg)	Form of Non-qualified Stock Option Award Agreement under 2024 Stock Plan	Incorporated by reference to Exhibit 10.1 4 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(hh)	Form of Long Term Incentive Award Agreements under 2018 Stock Plan	Incorporated by reference to Exhibit 10.1 5 to Form 10-Q filed with the Commission on November 8, 2024 (Commission file number 1-3579)
10(ii)	Form of 2024 Long Term Incentive Award Agreements for Chief Executive Officer	Exhibit 10(ii)
10(jj)	Form of Non-Employee Director Restricted Stock Unit Award Agreement	E xhibit 10(jj)
19	Insider trading policy	E xhibit 19
21	Subsidiaries of the registrant	Exhibit 21
23	Consent of independent registered accounting firm	Exhibit 23
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.	Exhibit 31.1
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.	Exhibit 31.2
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.1
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	Exhibit 32.2
97	Compensation Recoupment Policy of Pitney Bowes Inc. dated December 1, 2023	Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)
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
104	The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.

The Company has certain outstanding long-term indebtedness that does not exceed 10% of the total assets of the Company; therefore, copies of instruments defining the rights of holders of such indebtedness are not included as exhibits. The Company agrees to furnish copies of such instruments to the SEC upon request.

ITEM 16. FORM 10-K SUMMARY

None

PART IV

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: February 21, 2025 PITNEY BOWES INC.

Registrant

By: /s/ Lance Rosenzweig

Lance Rosenzweig

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Lance Rosenzweig

Lance Rosenzweig

Chief Executive Officer - Director (Principal Executive Officer)

February 21, 2025

/s/ John A. Witek
John A. Witek

Interim Chief Financial Officer and Interim Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

February 21, 2025

/s/ Milena Alberti-Perez

Milena Alberti-Perez

Non-Executive Chairman - Director

February 21, 2025

/s/ Todd Everett

Todd Everett

Director

February 21, 2025

/s/ Kurt Wolf

Kurt Wolf

Director

February 21, 2025

/s/ Paul Evans

Paul Evans

Director

February 21, 2025

/s/ Catherine Levene

Catherine Levene

Director

February 21, 2025

/s/ Julie Schoenfeld

Julie Schoenfeld

Director

February 21, 2025

PART IV


		Page Number

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)		38
Consolidated Financial Statements of Pitney Bowes Inc.
	Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022	40
	Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022	41
	Consolidated Balance Sheets at December 31, 2024 and 2023	42
	Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022	43
	Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2024, 2023 and 2022	44
	Notes to Consolidated Financial Statements	45
Financial Statement Schedule
	Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2024, 2023 and 2022	90

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Pitney Bowes Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Pitney Bowes Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(1) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Disposal of the majority of the Global Ecommerce reporting segment - Hilco Transaction

As described in Notes 1 and 4 to the consolidated financial statements, on August 8, 2024, the Company entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind-down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). As a result of the GEC Chapter 11 Cases, the Company determined that it no longer had control of the Ecommerce Debtors' and therefore, the Ecommerce Debtors’ were deconsolidated. As a result, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in the Company’s consolidated financial statements. The Company recorded a $214M loss on sale, and reported a loss from discontinued operations, net of tax of $306M for the period ended December 31, 2024.

The principal consideration for our determination that performing procedures relating to the disposal of the majority of the Global Ecommerce reporting segment (Hilco Transaction) is a critical audit matter is a high degree of auditor effort in performing procedures and evaluating audit evidence related to the disposal transaction.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the disposal transaction, including the accounting for discontinued operations and the related loss on disposal of the majority of the Global Ecommerce reporting segment. These procedures also included, among others, (i) reading certain contracts and agreements relevant to the disposal transaction; (ii) evaluating the accounting impact of the deconsolidation and subsequent bankruptcy proceedings; (iii) testing the loss recorded upon disposal; (iv) reviewing supporting documents to evaluate the completeness and accuracy of discontinued operations based on the deal perimeter of the transaction; and (v) testing the appropriateness of the discontinued operations presentation.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 21, 2025

We have served as the Company’s auditor since 1934.

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


	Years Ended December 31,
	2024		2023		2022
Revenue:
Business services	$	886,041	$	857,646	$	1,194,782
Support services	374,571		410,734		438,191
Financing	269,893		271,197		274,508
Equipment sales	287,600		323,739		354,960
Supplies	143,245		147,709		154,186
Rentals	65,248		67,900		66,256
Total revenue	2,026,598		2,078,925		2,482,883
Costs and expenses:
Cost of business services	515,533		560,640		858,127
Cost of support services	123,506		137,676		148,829
Financing interest expense	63,600		63,281		51,789
Cost of equipment sales	203,613		223,757		253,843
Cost of supplies	40,585		43,347		43,778
Cost of rentals	17,461		19,614		25,105
Selling, general and administrative	717,894		781,609		785,545
Research and development	31,957		29,486		35,464
Restructuring charges	76,915		52,412		17,208
Goodwill impairment	—		123,574		—
Interest expense, net	110,094		98,769		87,306
Other components of net pension and postretirement cost	89,044		(8,256)		4,308
Other expense (income)	88,723		(3,064)		(17,071)
Total costs and expenses	2,078,925		2,122,845		2,294,231
(Loss) income from continuing operations before income taxes	(52,327)		(43,920)		188,652
(Benefit) provision for income taxes	(154,829)		17,347		42,956
Income (loss) from continuing operations	102,502		(61,267)		145,696
Loss from discontinued operations, net of tax	(306,099)		(324,360)		(108,756)
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Basic earnings (loss) per share attributable to common stockholders (1):
Continuing operations	$	0.57	$	(0.35)	$	0.84
Discontinued operations	(1.71)		(1.85)		(0.63)
Net (loss) income	$	(1.13)	$	(2.20)	$	0.21
Diluted earnings (loss) per share attributable to common stockholders (1):
Continuing operations	$	0.56	$	(0.35)	$	0.82
Discontinued operations	(1.68)		(1.85)		(0.61)
Net (loss) income	$	(1.12)	$	(2.20)	$	0.21

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

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	Years Ended December 31,
	2024		2023		2022
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Other comprehensive income (loss), net of tax:
Foreign currency translations, net of tax of $(560), $(741) and $(3,942), respectively	(37,464)		25,279		(71,344)
Net (loss) gain on cash flow hedges, net of tax of $(2,321), $(1,847) and $2,900, respectively	(6,962)		(5,541)		8,700
Net unrealized gain (loss) on available for sale securities, net of tax of $1,207, $1,878 and $(10,424), respectively	3,866		5,977		(33,191)
Adjustments to pension and postretirement plans, net of tax of $(11,683), $(18,875) and $4,312, respectively	(35,525)		(55,128)		9,297
Amortization of pension and postretirement costs, net of tax of $29,019, $4,461 and $9,315, respectively	88,159		13,732		31,286
Other comprehensive income (loss), net of tax	12,074		(15,681)		(55,252)
Comprehensive loss	$	(191,523)	$	(401,308)	$	(18,312)

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amount)


	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	469,726	$	600,054
Short-term investments (includes $3,926 and $2,382, respectively, reported at fair value)	16,374		22,166
Accounts and other receivables (net of allowance of $7,723 and $5,292 respectively)	159,951		200,242
Short-term finance receivables (net of allowance of $13,302 and $14,347, respectively)	535,608		563,536
Inventories	59,836		63,048
Current income taxes	10,429		564
Other current assets and prepayments (net of allowance of $19,373 as of December 31, 2024)	66,030		76,039
Assets of discontinued operations	—		532,441
Total current assets	1,317,954		2,058,090
Property, plant and equipment, net	218,657		254,078
Rental property and equipment, net	24,587		23,583
Long-term finance receivables (net of allowance of $8,374 and $8,880, respectively)	610,316		653,085
Goodwill	721,003		734,409
Intangible assets, net	15,780		20,400
Operating lease assets	113,357		126,492

Noncurrent income taxes	99,773		60,995
Other assets (includes $173,525 and $227,131, respectively, reported at fair value)	276,089		341,053
Total assets	$	3,397,516	$	4,272,185

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	873,626	$	829,419
Customer deposits at Pitney Bowes Bank	645,860		640,323
Current operating lease liabilities	26,912		29,882
Current portion of long-term debt	53,250		58,931
Advance billings	70,131		76,258
Current income taxes	2,948		6,523
Liabilities of discontinued operations	—		257,106
Total current liabilities	1,672,727		1,898,442
Long-term debt	1,866,458		2,087,101
Deferred taxes on income	49,187		211,477
Tax uncertainties and other income tax liabilities	13,770		19,091
Noncurrent operating lease liabilities	100,804		126,568
Noncurrent customer deposits at Pitney Bowes Bank	57,977		73,972
Other noncurrent liabilities	215,026		224,110
Total liabilities	3,975,949		4,640,761

Commitments and contingencies (See Note 16)

Stockholders' deficit:
Common stock, $1 par value (480,000 shares authorized; 270,338 shares issued)	270,338		270,338

Retained earnings	2,671,868		3,077,988
Accumulated other comprehensive loss	(839,171)		(851,245)
Treasury stock, at cost (87,932 and 93,972 shares, respectively)	(2,681,468)		(2,865,657)
Total stockholders’ deficit	(578,433)		(368,576)
Total liabilities and stockholders’ deficit	$	3,397,516	$	4,272,185

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Years Ended December 31,
	2024		2023		2022
Cash flows from operating activities:
Net (loss) income	$	(203,597)	$	(385,627)	$	36,940
Loss from discontinued operations, net of tax	306,099		324,360		108,756
Adjustments to reconcile net income or loss to net cash from operating activities:
Depreciation and amortization	114,485		112,724		111,166
Allowance for credit losses	13,182		14,219		7,019
Allowance for DIP Facility	19,373		—		—
Stock-based compensation	16,524		8,857		16,311
Amortization of debt fees	12,907		10,698		8,674
Loss (gain) on debt redemption/refinancing	10,892		(3,064)		4,993
Restructuring charges	76,915		52,412		17,208
Restructuring payments	(86,024)		(34,443)		(15,406)
Pension contributions and retiree medical payments	(24,907)		(33,815)		(26,769)
Pension settlement charges	91,339		—		—
Loss on disposal of fixed assets	13,192		13,572		9,170
Gain on sale of businesses, including transaction costs	—		—		(12,205)
Gain on sale of assets	—		—		(14,372)
(Gain) loss on revaluation of intercompany loans	(10,241)		5,760		—
Impairment charges	10,000		123,574		—
Deferred taxes	(173,710)		(35,786)		5,949
Other, net	(12,954)		(6,841)		41,681
Changes in operating assets and liabilities, net of acquisitions/divestitures:
Accounts and other receivables	31,983		25,431		(14,422)
Finance receivables	60,342		(2,646)		(12,591)
Inventories	2,260		18,209		(3,390)
Other current assets and prepayments	996		20,815		13,615
Accounts payable and accrued liabilities	47,348		(16,386)		49,396

Current and noncurrent income taxes	(35,070)		30,101		23,291
Advance billings	(4,882)		(7,528)		(14,262)
Net cash from operating activities: continuing operations	276,452		234,596		340,752
Net cash from operating activities: discontinued operations	(47,282)		(154,505)		(165,713)
Net cash from operating activities	229,170		80,091		175,039
Cash flows from investing activities:
Capital expenditures	(72,403)		(78,109)		(82,629)
Purchases of investment securities	(30,099)		(18,887)		(8,863)
Proceeds from sales/maturities of investment securities	76,563		25,390		28,724
Net investment in loan receivables	(9,467)		(29,754)		(53,114)
DIP Facility net disbursement	(17,234)		—		—
Proceeds from sale of business, net of cash sold	—		—		111,593
Proceeds from asset sales	—		—		50,766
Acquisitions, net of cash acquired	—		—		(5,139)
Settlement of derivative contracts	—		427		(27,660)
Other investing activities, net	10,969		1,606		4,264
Net cash from investing activities: continuing operations	(41,671)		(99,327)		17,942
Net cash from investing activities: discontinued operations	(7,385)		(24,769)		(42,211)
Net cash from investing activities	(49,056)		(124,096)		(24,269)
Cash flows from financing activities:
Proceeds from the issuance of debt, net of discount	—		266,750		—
Principal payments of debt	(233,930)		(322,886)		(124,101)
Premiums and fees to refinance debt	(13,688)		(10,531)		(8,535)
Dividends paid to stockholders	(35,956)		(35,215)		(34,718)
Customer deposits at the Bank	(10,458)		86,223		(3,990)
Common stock repurchases	—		—		(13,446)
Other financing activities, net	(4,568)		(6,340)		(3,674)
Net cash from financing activities: continuing operations	(298,600)		(21,999)		(188,464)
Net cash from financing activities: discontinued operations	(6,855)		(8,003)		(9,619)
Net cash from financing activities	(305,455)		(30,002)		(198,083)
Effect of exchange rate changes on cash and cash equivalents	(4,987)		5,731		(16,091)
Change in cash and cash equivalents	(130,328)		(68,276)		(63,404)
Cash and cash equivalents at beginning of period	600,054		668,330		731,734


Cash and cash equivalents at end of period	$	469,726	$	600,054	$	668,330

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(In thousands)


	Common Stock		Additional Paid-in Capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total deficit
Balance at December 31, 2021	$	323,338	$	2,485	$	5,169,270	$	(780,312)	$	(4,602,149)	$	112,632

Net income	—		—		36,940		—		—		36,940
Other comprehensive loss	—		—		—		(55,252)		—		(55,252)
Dividends ($0.20 per share)	—		—		(34,718)		—		—		(34,718)
Issuance of common stock	—		(2,485)		(62,444)		—		62,797		(2,132)


Stock-based compensation	—		—		16,629		—		—		16,629
Repurchase of common stock	—		—		—		—		(13,446)		(13,446)
Balance at December 31, 2022	323,338		—		5,125,677		(835,564)		(4,552,798)		60,653

Net loss	—		—		(385,627)		—		—		(385,627)
Other comprehensive loss	—		—		—		(15,681)		—		(15,681)
Dividends ($0.20 per share)	—		—		(35,215)		—		—		(35,215)
Issuance of common stock	—		—		(73,474)		—		71,171		(2,303)


Stock-based compensation	—		—		9,597		—		—		9,597
Retirement of treasury stock	(53,000)		—		(1,562,970)		—		1,615,970		—
Balance at December 31, 2023	270,338		—		3,077,988		(851,245)		(2,865,657)		(368,576)

Net loss	—		—		(203,597)		—		—		(203,597)
Other comprehensive income	—		—		—		12,074		—		12,074
Dividends ($0.20 per share)	—		—		(35,956)		—		—		(35,956)
Issuance of common stock	—		—		(183,644)		—		184,189		545


Stock-based compensation	—		—		17,077		—		—		17,077

Balance at December 31, 2024	$	270,338	$	—	$	2,671,868	$	(839,171)	$	(2,681,468)	$	(578,433)

See Notes to Consolidated Financial Statements

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements of Pitney Bowes Inc. and its wholly owned subsidiaries (we, us, our, or the company) have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Intercompany transactions and balances have been eliminated.

In the third quarter of 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the former Global Ecommerce reporting segment. As a result, certain revenues, expenses, assets and liabilities are now reported as discontinued operations in our Consolidated Financial Statements. Amounts of the former Global Ecommerce segment that did not qualify for discontinued operations treatment primarily relate to operations that were dissolved or sold, shared services functions and a cross-border services contract. Prior periods have been recast to conform to the current period presentation. For segment reporting purposes, the remaining portion of the former Global Ecommerce segment in continuing operations is now reported as "Other." See Note 4 for further information.

During the first quarter of 2024, the Company identified an error and recorded an out of period adjustment of $5 million to correct the understatement of revenue in prior periods, of which $4 million originated in 2020 and prior. The impact of the adjustment is not material to the consolidated financial statements for any interim or annual periods.

Pre-tax income for the twelve months ended December 31, 2022 includes a benefit of $3 million to correct misstatements related to prior periods. The impact of these misstatements is not material to the consolidated financial statements of the current annual period or for any prior quarterly or annual periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and accompanying disclosures, including the disclosure of contingent assets and liabilities. These estimates and assumptions are based on management's best knowledge of current events, historical experience and other information available when the financial statements are prepared. These estimates include, but are not limited to, goodwill and intangible asset impairment review, deferred tax asset valuation allowance, income tax reserves, revenue recognition for multiple element arrangements, pension and other postretirement costs, allowance for credit losses, residual values of leased assets, useful lives of long-lived and intangible assets, restructuring costs and loss contingencies. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

Cash equivalents include interest-earning investments with maturities of three months or less at the date of purchase. Restricted cash included in cash and cash equivalents at December 31, 2024 and 2023 was $1 million and $3 million, respectively. Restricted cash represent cash balances which are legally or contractually restricted.

Investment Securities

Investment securities classified as available-for-sale are recorded at fair value with changes in fair value due to market conditions (i.e., interest rates) recorded in accumulated other comprehensive loss (AOCL), and changes in fair value due to credit conditions recorded in earnings. Purchase premiums and discounts are amortized using the effective interest method over the term of the security. Gains and losses on sales of available-for-sale securities are recorded on the trade date using the specific identification method. There were no unrealized losses due to credit losses charged to earnings in 2024, 2023, or 2022. Investment securities classified as held-to-maturity and are carried at amortized cost.

Accounts Receivables and Allowance for Credit Losses

Accounts receivables are generally due within 30 days after the invoice date. We provide an allowance for credit losses based on historical loss experience, the age of the receivables, specific troubled accounts and other currently available information.

Accounts receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible, or when they are 365 days past due, if sooner. We believe that our accounts receivable credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Finance Receivables and Allowance for Credit Losses

Finance receivables are comprised of sales-type leases, secured loans and unsecured loans. Sales-type leases and secured loans are from financing options provided to clients for Pitney Bowes equipment or leasing of other manufacturers' equipment and are generally due in installments over periods ranging from three to five years. Unsecured loans comprise revolving credit lines offered to our clients for postage, supplies and working capital purposes. These revolving credit lines are generally due monthly; however, clients may rollover outstanding balances. Interest is recognized on finance receivables using the effective interest method. Annual fees are recognized ratably over the annual period covered and client acquisition costs are expensed as incurred.

We provide an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary.

Credit approval limits are established based on the credit quality of the client and the type of equipment financed. We cease revenue recognition for lease receivables and unsecured loan receivables that are more than 90 days past due. Revenue recognition is resumed when the client's payments reduce the account aging to less than 60 days past due. Finance receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible. We believe that our finance receivable credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients.

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis or net realizable value.

Fixed Assets

Property, plant and equipment and rental equipment are stated at cost and depreciated principally using the straight-line method over their estimated useful lives, which are 50 years for buildings, 10-20 years for building improvements, up to 3 years for internal use software development costs, 3-12 years for machinery and equipment and 3-6 years for rental equipment. Leasehold improvements are amortized over the shorter of their estimated useful life or the remaining lease term. Major improvements that add to the productive capacity or extend the life of an asset are capitalized while repairs and maintenance are charged to expense. Fully depreciated assets are retained in fixed assets and accumulated depreciation until they are removed from service.

Intangible Assets

Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives of up to 10 years.

Deferred Costs

Certain incremental costs to obtain a contract are capitalized if we expect the benefit of those costs to be realized over a period greater than one year. These costs primarily relate to contract costs and sales commissions on multi-year equipment sales. Costs are amortized in a manner consistent with the timing of the related revenue over the contract performance period or longer, if renewals are expected and the renewal commission is not commensurate with the initial commission. Unamortized deferred costs at both December 31, 2024 and December 31, 2023, included in other assets, were $28 million. Amortization expense for these costs for the years ended December 31, 2024, 2023 and 2022 was $16 million, $16 million and $15 million, respectively.

Revenue Recognition

We derive revenue from multiple sources including sales, rentals, financing and services. Certain transactions are consummated at the same time and can therefore generate revenue from multiple sources. The most common form of these transactions involves a sale or noncancelable lease of equipment, meter services and an equipment maintenance agreement. We determine whether each product and service within the contract should be treated as a separate performance obligation (unit of accounting) for revenue recognition purposes. For contracts that include multiple performance obligations, the transaction price is allocated based on relative standalone selling prices (SSP), which are a range of selling prices that we would sell a product or service to a customer on a separate basis. SSP are established for each performance obligation at the inception of the contract and can be observable prices or estimated. The allocation of the transaction price to the various performance obligations impacts the timing of revenue recognition, but does not change the total revenue recognized. More specifically, revenue related to our offerings is recognized as follows:

Business services

Business services includes mail processing services, shipping subscription solutions and cross-border solutions. Revenue for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Revenue for shipping subscription solutions is recognized ratably over the

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

contract period as the client obtains equal benefit from these services throughout the period. We review third party relationships and record revenue on a gross basis when we act as a principal in a transaction and on a net basis when we act as an agent between a client and vendor. In determining whether we are acting as principal or agent, we consider several factors such as whether we are the primary obligor to the client or have control over pricing.

Support services

Support services includes providing maintenance, professional and subscription services for our equipment and digital mailing and shipping technology solutions. Revenue is allocated to these services using selling prices charged in standalone transactions. Revenue for maintenance and subscription services is recognized ratably over the contract period and revenue for professional services is recognized when services are provided.

Financing

We provide financing for our products primarily through sales-type leases and revolving lines of credit for the purchase of postage and supplies. Financing revenue also includes finance income, late fees and investment income, gains and losses at the Bank. We record financing income over the lease term using the effective interest method. Financing revenue also includes amounts related to sales-type leases that customers have extended or renewed for an additional term. Revenue for these contracts is recognized over the term of the modified lease using the effective interest method. We believe that our sales-type lease portfolio contains only normal collection risk.

Equipment residual values are determined at the inception of the lease using management's best estimate of fair value at the end of the lease term. Fair value estimates are determined based on historical renewal experience, used equipment markets, competition and technological changes. We evaluate residual values on an annual basis or sooner if circumstances warrant. Declines in estimated residual values considered "other-than-temporary" are recognized immediately. Increases in estimated future residual values are not recognized until the equipment is remarketed.

Equipment sales

We sell and lease equipment directly to customers and to distributors (re-sellers) throughout the world. The amount of revenue allocated to the equipment is based on a range of observable selling prices in standalone transactions. Revenue is recognized as control of the equipment transfers to the customer. Revenue from the sale of equipment under sales-type leases is recognized upon shipment for self-installed products and upon installation or customer acceptance for other products. Revenue from the direct sale of equipment is recognized upon delivery for self-installed products and upon installation or customer acceptance for other products. We do not typically offer any rights of return.

Supplies

Supplies revenue includes the sale of supplies for our mailing equipment and is recognized upon delivery.

Rentals

Rentals revenue includes revenue from mailing equipment that does not meet the criteria for as a sales-type lease. We may invoice in advance for rentals according to the terms of the agreement. Advanced billings are initially deferred and recognized on a straight-line basis over the billing period. Revenue generated from financing clients for the continued use of equipment subsequent to the expiration of the original lease is recognized as rentals revenue.

Shipping and Handling

Shipping and handling revenue and costs are recognized as revenue and cost of revenue as incurred.

Research and Development Costs

Research and development includes research, development and engineering activities relating to the development of new products and solutions and enhancements of existing products and solutions. Costs primarily include salaries, benefits and other employee-related expenses, materials, contract services, information systems and facilities and equipment costs. Research and development costs are charged to expense as incurred.

Restructuring Charges

Restructuring charges may include employee severance and related separation costs and facility abandonment and other related charges. Employee severance and separation costs are recognized when a liability is incurred, which is generally upon communication to the affected employee, and the amount to be paid is both probable and can be reasonably estimated. Severance accruals are based on company policy, historical experience and negotiated settlements.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Stock-based Compensation

Compensation expense for stock-based awards is recognized ratably over the service period based on the estimated fair value of the awards expected to vest. Depending on the type of award, the fair value is estimated based on the market price of our common stock on the grant date, less the present value of expected dividends, the Black-Scholes valuation model or Monte Carlo simulation model. We believe that these valuation techniques and the underlying assumptions are appropriate in estimating the fair value of stock awards. Stock-based compensation expense is recognized primarily in selling, general and administrative expense.

Retirement Plans

Net periodic benefit cost includes service cost, interest cost, expected return on plan assets and the amortization of actuarial gains and losses. Actuarial gains and losses arise from actual results that differ from previous assumptions and changes in assumptions. The expected return on plan assets is based on a market-related valuation of plan assets where differences between the actual and expected return on plan assets are recognized over a five-year period in the U.S. and a two-year period in the U.K. Actuarial gains and losses are recognized in other comprehensive loss, net of tax, and amortized to benefit cost primarily over the life expectancy of plan participants. The funded status of pension and other postretirement benefit plans is recognized in the consolidated balance sheets.

Impairment Review

Long-lived assets and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset is compared to the asset's carrying value. The fair value of the asset is determined using probability weighted expected cash flow estimates, derived from our long-term business plan and historical experience, quoted market prices when available and appraisals, as appropriate.

Goodwill is tested annually for impairment at the reporting unit level as of the beginning of the fourth quarter or sooner if circumstances indicate an impairment may exist. The impairment test for goodwill determines the fair value of each reporting unit and compares it to the reporting unit's carrying value, including goodwill. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value of the net assets assigned to the reporting unit, a goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit.

Derivative Instruments

We are exposed to the impact of changes in foreign currency exchange rates and interest rates. We limit these risks by following established risk management policies and procedures. We may also use derivatives to limit the effects of currency exchange rate fluctuations on financial results and manage the related cost of debt. We will not use derivatives for trading or speculative purposes.

Derivatives are measured at fair value and reported as assets and liabilities, as applicable. The accounting for changes in fair value depends on the intended use of the derivative, the resulting designation and the effectiveness of the instrument in offsetting the risk exposure it is designed to hedge. To qualify as a hedge, a derivative must be highly effective in offsetting the risk designated for hedging purposes. The hedge relationship must be formally documented at inception, detailing the particular risk management objective and strategy for the hedge. The effectiveness of the hedge relationship is evaluated on a retrospective and prospective basis.

The use of derivatives exposes us to counterparty credit risk. To mitigate such risks, we may only enter into agreements with financial institutions that meet stringent credit requirements. We regularly review our credit exposure and the creditworthiness of our counterparties. We have not seen a material change in the creditworthiness of our derivative counterparties.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of such change. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. In estimating the necessity and amount of a valuation allowance, we consider all available evidence for each jurisdiction, including historical operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. We adjust the valuation allowance through income tax expense when new information becomes available that would alter our determination of the amount of deferred tax assets that will ultimately be realized.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Earnings per Share

Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding during the year plus the weighted-average dilutive effect of common stock equivalents.

We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

Translation of Non-U.S. Currency Amounts

In general, the functional currency of our foreign operations is the local currency. Assets and liabilities of subsidiaries operating outside the U.S. are translated at rates in effect at the end of the period and revenue and expenses are translated at average rates during the period. Net deferred translation gains and losses are included as a component of accumulated other comprehensive loss.

Loss Contingencies

In the ordinary course of business, we are routinely defendants in, or party to, a number of pending and threatened legal actions. On a quarterly basis, we review the status of each significant matter and assess the potential financial exposure. If the potential loss from any claim or legal action is considered probable and can be reasonably estimated, we establish a liability for the estimated loss. The assessment of the ultimate outcome of each claim or legal action and the determination of the potential financial exposure requires significant judgment. Estimates of potential liabilities for claims or legal actions are based only on information that is available at that time. As additional information becomes available, we may revise our estimates, and these revisions could have a material impact on our results of operations and financial position. Legal fees are expensed as incurred.

Accounting Pronouncements Adopted in 2024

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The adoption of this standard did not have an impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. We adopted this standard in the fourth quarter of 2024. See Note 3 for further information.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures, including the rate reconciliation and taxes paid. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

2. Revenue

Disaggregated Revenue

The following tables disaggregate our revenue by source and timing of recognition:


	Year Ended December 31, 2024
	SendTech Solutions		Presort Services		Other		Revenue from products and services		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Business services	$	139,309	$	662,587	$	84,145	$	886,041	$	—	$	886,041
Support services	374,571		—		—		374,571		—		374,571
Financing	—		—		—		—		269,893		269,893
Equipment sales	90,715		—		—		90,715		196,885		287,600
Supplies	143,245		—		—		143,245		—		143,245
Rentals	—		—		—		—		65,248		65,248
Subtotal	747,840		662,587		84,145		1,494,572		$	532,026	$	2,026,598


Revenue from leasing transactions and financing	532,026		—		—		532,026


Total revenue	$	1,279,866	$	662,587	$	84,145	$	2,026,598

Timing of revenue recognition from products and services
Products/services transferred at a point in time	$	296,691	$	—	$	—	$	296,691
Products/services transferred over time	451,149		662,587		84,145		1,197,881
Total	$	747,840	$	662,587	$	84,145	$	1,494,572


	Year Ended December 31, 2023
	SendTech Solutions		Presort Services		Other		Revenue from products and services		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Business services	$	106,594	$	617,599	$	133,453	$	857,646	$	—	$	857,646
Support services	410,734		—		—		410,734		—		410,734
Financing	—		—		—		—		271,197		271,197
Equipment sales	88,144		—		—		88,144		235,595		323,739
Supplies	147,709		—		—		147,709		—		147,709
Rentals	—		—		—		—		67,900		67,900
Subtotal	753,181		617,599		133,453		1,504,233		$	574,692	$	2,078,925


Revenue from leasing transactions and financing	574,692		—		—		574,692


Total revenue	$	1,327,873	$	617,599	$	133,453	$	2,078,925

Timing of revenue recognition from products and services
Products/services transferred at a point in time	$	306,415	$	—	$	—	$	306,415
Products/services transferred over time	446,766		617,599		133,453		1,197,818
Total	$	753,181	$	617,599	$	133,453	$	1,504,233

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)


	Year Ended December 31, 2022
	SendTech Solutions		Presort Services		Other		Revenue from products and services		Revenue from leasing transactions and financing		Total consolidated revenue
Revenue from products and services
Business services	$	230,654	$	602,016	$	362,112	$	1,194,782	$	—	$	1,194,782
Support services	438,191		—		—		438,191		—		438,191
Financing	—		—		—		—		274,508		274,508
Equipment sales	88,022		—		—		88,022		266,938		354,960
Supplies	154,186		—		—		154,186		—		154,186
Rentals	—		—		—		—		66,256		66,256
Subtotal	911,053		602,016		362,112		1,875,181		$	607,702	$	2,482,883


Revenue from leasing transactions and financing	607,702		—		—		607,702


Total revenue	$	1,518,755	$	602,016	$	362,112	$	2,482,883

Timing of revenue recognition from products and services
Products/services transferred at a point in time	$	318,439	$	—	$	—	$	318,439
Products/services transferred over time	592,614		602,016		362,112		1,556,742
Total	$	911,053	$	602,016	$	362,112	$	1,875,181

Our performance obligations for revenue from products and services are as follows:

Business services includes mail processing services, shipping subscription solutions and cross-border solutions. Revenue for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Contract terms for these services initially range from one to five years and contain annual renewal options. Revenue for shipping subscription solutions is recognized ratably over the contract period as the client obtains equal benefit from these services throughout the period.

Support services includes providing maintenance, professional and subscription services for our equipment and digital mailing and shipping technology solutions. Contract terms range from one to five years. Revenue for maintenance and subscription services is recognized ratably over the contract period and revenue for professional services is recognized when services are provided.

Equipment sales generally includes the sale of mailing and shipping equipment, excluding sales-type leases. We recognize revenue upon delivery for self-install equipment and upon acceptance or installation for other equipment.

Supplies revenue includes revenue from the sale of supplies for our mailing equipment and is recognized upon delivery.

Revenue from leasing transactions and financing includes revenue from sales-type and operating leases, finance income, late fees and investment income, gains and losses at the Bank.

Advance Billings from Contracts with Customers


	Balance Sheet Location	December 31, 2024		December 31, 2023		Increase/ (decrease)
Advance billings, current	Advance billings	$	63,732	$	69,295	$	(5,563)
Advance billings, noncurrent	Other noncurrent liabilities	$	159	$	507	$	(348)

Advance billings are recorded when cash payments are due in advance of our performance. Revenue is recognized ratably over the contract term. Items in advance billings primarily relate to support services on mailing equipment. Revenue recognized during the twelve months ended December 31, 2024 includes $49 million of advance billings at the beginning of the period. Advance billings, current at December 31, 2024 and 2023 also includes $6 million and $7 million, respectively, from leasing transactions.

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)

Future Performance Obligations

Future performance obligations primarily include maintenance and subscription services bundled with our leasing contracts. The transaction prices allocated to future performance obligations will be recognized as follows:


	2025		2026		2027-2029		Total
SendTech Solutions	$	245,312	$	199,588	$	247,500	$	692,400

The table above does not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.

3. Segment Information

Our reportable segments are SendTech Solutions and Presort Services. SendTech Solutions includes the revenue and related expenses from physical and digital mailing and shipping technology solutions, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Presort Services includes the revenue and related expenses from sortation services to qualify large volumes of First Class Mail, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.

Other operations includes the revenue and related expenses of our former Global Ecommerce reportable segment that did not qualify for discontinued operations treatment. These operations represent previous operations that were dissolved or sold, certain shared services functions and a cross-border services contract.

Management, including our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated by deducting from segment revenue the related costs and expenses attributable to the segment. Adjusted segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, goodwill impairment charges and other items not allocated to a particular business segment. Costs related to shared assets are allocated to the relevant segments. Management believes that adjusted segment EBIT provides investors a useful measure of operating performance and underlying trends of the business. Adjusted segment EBIT may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our consolidated results of operations. The following tables provide information about our reportable segments and a reconciliation of adjusted segment EBIT to income or loss from continuing operations before income taxes.


	Revenue
	Years Ended December 31,
	2024		2023		2022
SendTech Solutions	$	1,279,866	$	1,327,873	$	1,518,755
Presort Services	662,587		617,599		602,016
Total segment revenue	1,942,453		1,945,472		2,120,771
Other	84,145		133,453		362,112
Total revenue	$	2,026,598	$	2,078,925	$	2,482,883

Geographic data:
United States	$	1,700,864	$	1,712,079	$	2,010,052
Outside United States	325,734		366,846		472,831
Total revenue	$	2,026,598	$	2,078,925	$	2,482,883

PITNEY BOWES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share amounts)


	Years Ended December 31,
	2024		2023		2022
SendTech Solutions
Revenue	$	1,279,866	$	1,327,873	$	1,518,755

Less:
Cost of revenue	424,472		454,176		625,762
Operating expenses	453,594		465,606		491,275
Adjusted segment EBIT	$	401,800	$	408,091	$	401,718

Presort Services
Revenue	$	662,587	$	617,599	$	602,016

Less:
Cost of revenue	417,741		432,229		454,923
Operating expenses	79,062		74,458		64,663
Adjusted segment EBIT	$	165,784	$	110,912	$	82,430


	Adjusted Segment EBIT
	Years Ended December 31,
	2024		2023		2022
SendTech Solutions	$	401,800	$	408,091	$	401,718
Presort Services	165,784		110,912		82,430
Total adjusted segment EBIT	567,584		519,003		484,148
Reconciling items:
Other operations	(4,232)		(354)		48,020
Interest expense, net	(173,694)		(162,050)		(139,095)
Corporate expenses	(178,141)		(210,931)		(204,251)
Restructuring charges	(76,915)		(52,412)

PITNEY BOWES INC /DE/ 10-K