Pitney Bowes
Annual Report 2024

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 ☑ 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 ☑
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 ☑
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 ☑ 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
o
Non-accelerated filer
o
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 ☑
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.
1

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
2

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.
3

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.
4

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
5

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.
6

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.
7

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
8

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”).
9

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
10

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
11

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
12

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.
13

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.
14

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.
15

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]
16

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.
17

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.
18

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.
19

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
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.
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
20

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.
21

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.
22

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.
23

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.
24

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.
25

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.
26

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.
27

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.
28

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.
29

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
Expiration Date
Rule 10b5-
1
Non-Rule
10b5-1
James A. Fairweather (Executive Vice President and
Chief Innovation Officer)
Adopt
November 25, 2024
x
277,356
December 31, 2025
Shemin Nurmohamed (Executive Vice President and
President, Sending Technology Solutions)
Adopt
December 20, 2024
x
17,521
December 31, 2025
Lance Rosenzweig (Chief Executive Officer)
Adopt
December 20, 2024
x
141,700
December 31, 2025
 Intended to satisfy the affirmative defense of Rule 10b5-1(c).
 Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
 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.
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.
 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.
(3)
(1)
(2)
 (4)
(5)
(1)
(2)
(3)
(4) 
(5)
30

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.
31

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.
32

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)
33

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
Incorporated 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, 2024 (Commission file number
1-3579)
10(h) *
Pitney Bowes Severance Plan as amended and restated effective June 18, 2024
Incorporated by reference 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, 2024 (Commission file number
1-3579)
10(n)
Separation Agreement, dated as of May 21, 2024, by and between the Company and Jason
Dies
Incorporated by reference to Exhibit 10.4 to the Form 10-Q filed
with the Commission on August 9, 2024 (Commission 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
Incorporated by reference to Exhibit 10.6 to the Form 8-K filed
with the Commission on August 9, 2024 (Commission file number
1-3579)
10(q)
Separation Agreement, dated as of February 11, 2025, by and between the Company and
John Witek
Incorporated 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
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed
with the Commission on March 19, 2024 (Commission 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 Incorporated 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
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed
with the Commission on February 1, 2024 (Commission file
number 1-3579)
10(w)
Form of Indemnification Agreement
Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed
with the Commission on May 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
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed
with the Commission on August 9, 2024 (Commission file number
1-3579)
34

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
Incorporated 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.
Incorporated 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
Incorporated 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
Incorporated by reference to Exhibit 10.10 to Form 10-Q filed with
the Commission on November 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 10.11 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 10.12 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 10.13 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 10.14 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 10.15 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
Exhibit 10(jj)
19
Insider trading policy
Exhibit 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
35

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
36

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
37

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.
38

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.
39

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 :
 
 
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 :
 
 
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 
The sum of the earnings per share amounts may not equal the totals due to rounding.
See Notes to Consolidated Financial Statements
(1)
(1)
(1)
40

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
41

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
42

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

43

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
44

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.
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.
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.
45

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
46

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.
47

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.
48

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.
49

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 
50

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.
51

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 
52

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)
(17,208)
Pension settlement
(91,339)
— 
— 
Impairment charges
(10,000)
(123,574)
— 
Gain on sale of assets
— 
— 
14,372 
Gain on sale of businesses, including transaction costs
— 
— 
7,659 
(Loss) gain on debt redemption/refinancing
(10,892)
3,064 
(4,993)
Proxy solicitation fees
— 
(10,905)
— 
Foreign currency gain (loss) on intercompany loans
10,243 
(5,761)
— 
Charges in connection with Ecommerce Restructuring
(67,831)
— 
— 
Strategic review costs
(17,110)
— 
— 
(Loss) income from continuing operations before income taxes
$
(52,327)
$
(43,920)
$
188,652 
53

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Depreciation and amortization
Years Ended December 31,
2024
2023
2022
SendTech Solutions
39,992 
37,981 
37,164 
Presort Services
35,825 
33,642 
28,039 
Total reportable segments
75,817 
71,623 
65,203 
Corporate
32,276 
30,119 
27,992 
Other operations
6,392 
10,982 
17,971 
Total depreciation and amortization
$
114,485 
$
112,724 
$
111,166 
Capital expenditures
Years Ended December 31,
2024
2023
2022
SendTech Solutions
$
44,351 
$
44,975 
$
39,505 
Presort Services
11,011 
11,182 
23,363 
Total reportable segments
55,362 
56,157 
62,868 
Corporate
13,829 
18,099 
16,683 
Other operations
3,212 
3,853 
3,078 
Total capital expenditures
$
72,403 
$
78,109 
$
82,629 
Assets
December 31,
2024
2023
2022
SendTech Solutions
$
1,981,359 
$
2,081,199 
$
2,062,675 
Presort Services
478,420 
500,757 
510,345 
Total reportable segments
2,459,779 
2,581,956 
2,573,020 
Cash and cash equivalents
469,726 
600,054 
668,331 
Short-term investments
16,374 
22,166 
11,172 
Long-term investments
190,436 
250,240 
259,977 
Other corporate assets
261,201 
285,328 
535,832 
Assets of discontinued operations
— 
532,441 
693,023 
Consolidated assets
$
3,397,516 
$
4,272,185 
$
4,741,355 
Identifiable long-lived assets:
United States
$
345,457 
$
390,471 
$
428,980 
Outside United States
11,143 
13,682 
13,934 
Total
$
356,600 
$
404,153 
$
442,914 
54

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
4. Discontinued Operations
On August 8, 2024, we 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. 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.
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. 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. The RSA
provides 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. We provided funding under the DIP Facility of $28 million, which was fully
reserved.
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 “Effective Date”), the Plan became effective in
accordance with its terms, substantially consummating the separation of the Company from the Ecommerce Debtors. In December 2024, the Company
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.
We account for the investment in the Ecommerce Debtors using the equity method which requires the initial fair value of the investment to be recorded as
an asset. We determined that the fair value of our economic interest in the Ecommerce Debtors was zero and is therefore not reflected in our consolidated
balance sheet. While we no longer control the management of the Ecommerce Debtors, we retain an economic equity interest therein; however, such
interest is not anticipated to receive any recovery or distribution as part of the Ecommerce Restructuring. We nevertheless remain exposed to the economic
risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility.
Financial information of discontinued operations is as follows:
Years Ended December 31,
2024
2023
2022
Revenue
$
728,462 
$
1,187,423 
$
1,055,159 
Cost of revenue
737,856 
1,195,975 
1,076,079 
Selling, general and administrative
105,909 
115,652 
120,024 
Goodwill impairment
— 
215,610 
— 
Other
12,589 
22,769 
7,828 
Total costs and expenses
856,354 
1,550,006 
1,203,931 
Loss from discontinued operations
(127,892)
(362,583)
(148,772)
Loss on sale
(213,842)
— 
— 
Loss from discontinued operations before taxes
(341,734)
(362,583)
(148,772)
Tax benefit
(35,635)
(38,223)
(40,016)
Loss from discontinued operations, net of tax
$
(306,099)
$
(324,360)
$
(108,756)
55

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
The major categories of assets and liabilities included in assets of discontinued operations and liabilities of discontinued operations are as follows:
December 31, 2023
Cash and cash equivalents
$
999 
Accounts and other receivables, net
141,993 
Inventories
7,005 
Other current assets and prepayments
16,269 
Property, plant and equipment, net
129,550 
Intangible assets, net
41,850 
Operating lease assets
183,467 
Other assets
11,308 
Assets of discontinued operations
$
532,441 
Accounts payable and accrued liabilities
$
46,057 
Current operating lease liabilities
30,187 
Advance billings
12,829 
Noncurrent operating lease liabilities
151,413 
Other noncurrent liabilities
16,620 
Liabilities of discontinued operations
$
257,106 
5. Earnings per Share (EPS)
The calculations of basic and diluted EPS are presented below. The sum of EPS amounts may not equal the totals due to rounding.
Years Ended December 31,
2024
2023
2022
Numerator:
 
 
 
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 attributable to common stockholders (numerator for EPS)
$
(203,597)
$
(385,627)
$
36,940 
Denominator:
 
 
 
Weighted-average shares used in basic EPS
179,510 
175,640 
173,912 
Dilutive effect of common stock equivalents
3,016 
— 
3,340 
Weighted-average shares used in diluted EPS
182,526 
175,640 
177,252 
Basic earnings (loss) per share:
 
 
 
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:
 
 
 
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 
Common stock equivalents excluded from calculation of diluted earnings per share because
their impact would be anti-dilutive:
8,129 
13,467 
10,234 
56

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
6. Inventories
Inventories consisted of the following:
December 31,
2024
2023
Raw materials
$
20,405 
$
21,201 
Supplies and service parts
15,095 
18,517 
Finished products
24,336 
23,330 
Total inventories
$
59,836 
$
63,048 
7. Finance Assets and Lessor Operating Leases
Finance Assets
All finance receivables are in our SendTech Solutions segment. We segregate our finance receivables into a North America portfolio and International
portfolio. Finance receivables consisted of the following:
December 31, 2024
December 31, 2023
North America
International
Total
North America
International
Total
Sales-type lease receivables
 
 
 
Gross finance receivables
$
946,294 
$
120,109 
$
1,066,403 
$
987,743 
$
143,466 
$
1,131,209 
Unguaranteed residual values
36,361 
5,890 
42,251 
38,059 
7,211 
45,270 
Unearned income
(257,971)
(34,674)
(292,645)
(253,711)
(42,847)
(296,558)
Allowance for credit losses
(12,659)
(2,324)
(14,983)
(13,942)
(2,786)
(16,728)
Net investment in sales-type lease receivables
712,025 
89,001 
801,026 
758,149 
105,044 
863,193 
Loan receivables
 
 
 
 
 
 
Loan receivables
334,717 
16,874 
351,591 
342,062 
17,865 
359,927 
Allowance for credit losses
(6,549)
(144)
(6,693)
(6,346)
(153)
(6,499)
Net investment in loan receivables
328,168 
16,730 
344,898 
335,716 
17,712 
353,428 
Net investment in finance receivables
$
1,040,193 
$
105,731 
$
1,145,924 
$
1,093,865 
$
122,756 
$
1,216,621 
Maturities of finance receivables at December 31, 2024 were as follows:
Sales-type Lease Receivables
Loan Receivables
North America
International
Total
North America
International
Total
2025
$
354,202 
$
65,266 
$
419,468 
$
268,359 
$
16,874 
$
285,233 
2026
273,633 
27,285 
300,918 
31,170 
— 
31,170 
2027
186,094 
16,062 
202,156 
22,963 
— 
22,963 
2028
97,912 
7,834 
105,746 
9,936 
— 
9,936 
2029
32,824 
3,212 
36,036 
2,232 
— 
2,232 
Thereafter
1,629 
450 
2,079 
57 
— 
57 
Total
$
946,294 
$
120,109 
$
1,066,403 
$
334,717 
$
16,874 
$
351,591 
57

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Allowance for Credit Losses
Activity in the allowance for credit losses on finance receivables was as follows:
Allowance for Credit Losses
Sales-type Lease Receivables
Loan Receivables
North

America
International
North

America
International
Total
Balance at December 31, 2021
$
19,546 
$
3,246 
$
3,259 
$
167 
$
26,218 
Amounts charged to expense
(2,476)
712 
3,992 
288 
2,516 
Write-offs
(6,043)
(791)
(4,903)
(295)
(12,032)
Recoveries
3,184 
39 
2,447 
1 
5,671 
Other
(80)
(313)
(8)
(22)
(423)
Balance at December 31, 2022
14,131 
2,893 
4,787 
139 
21,950 
Amounts charged to expense
2,096 
1,178 
4,847 
389 
8,510 
Write-offs
(4,757)
(1,448)
(5,182)
(391)
(11,778)
Recoveries
2,454 
181 
1,893 
— 
4,528 
Other
18 
(18)
1 
16 
17 
Balance at December 31, 2023
13,942 
2,786 
6,346 
153 
23,227 
Amounts charged to expense
1,176 
450 
5,363 
382 
7,371 
Write-offs
(4,233)
(870)
(6,587)
(379)
(12,069)
Recoveries
1,635 
178 
1,801 
— 
3,614 
Other
139 
(220)
(374)
(12)
(467)
Balance at December 31, 2024
$
12,659 
$
2,324 
$
6,549 
$
144 
$
21,676 
The table below shows write-offs of gross finance receivables by year of origination.
December 31, 2024
Sales Type Lease Receivables
Loan
Receivables
Total
2024
2023
2022
2021
2020
Prior
Write-offs
$
144 
$
1,104 
$
1,702 
$
1,063 
$
749 
$
341 
$
6,966 
$
12,069 
December 31, 2023
Sales Type Lease Receivables
Loan
Receivables
Total
2023
2022
2021
2020
2019
Prior
Write-offs
$
883 
$
1,680 
$
1,551 
$
1,079 
$
619 
$
393 
$
5,573 
$
11,778 
Aging of Receivables
The aging of gross finance receivables was as follows:
December 31, 2024
Sales-type Lease Receivables
Loan Receivables
North

America
International
North

America
International
Total
Past due amounts 0 - 90 days
$
932,948 
$
117,908 
$
331,411 
$
16,809 
$
1,399,076 
Past due amounts > 90 days
13,346 
2,201 
3,306 
65 
18,918 
Total
$
946,294 
$
120,109 
$
334,717 
$
16,874 
$
1,417,994 
58

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
December 31, 2023
Sales-type Lease Receivables
Loan Receivables
North
America
International
North
America
International
Total
Past due amounts 0 - 90 days
$
977,744 
$
140,857 
$
339,789 
$
17,664 
$
1,476,054 
Past due amounts > 90 days
9,999 
2,609 
2,273 
201 
15,082 
Total
$
987,743 
$
143,466 
$
342,062 
$
17,865 
$
1,491,136 
Credit Quality
The extension of credit and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, a detailed
manual review of their financial condition and payment history or an automated process. Once credit is granted, the payment performance of the client is
managed through automated collections processes and is supplemented with direct follow up should an account become delinquent. We have robust
automated collections and extensive portfolio management processes to ensure that our global strategy is executed, collection resources are allocated and
enhanced tools and processes are implemented as needed.
Over 85% of our finance receivables are within our North American portfolio. We use a third party to score the majority of this portfolio on a quarterly
basis using a proprietary credit score. The relative scores are determined based on a number of factors, including financial information, payment history,
company type and ownership structure. We stratify the credit scores of our clients into low, medium and high-risk accounts. Due to timing and other issues,
our entire portfolio may not be scored at period end. We report these amounts as "Not Scored"; however, absence of a score is not indicative of the credit
quality of the account. The credit score is used to predict client payment behaviors and the probability that an account will become greater than 90 days
past due during the subsequent 12-month period.
•
Low risk accounts are companies with very good credit scores and a predicted delinquency rate of less than 5%.
•
Medium risk accounts are companies with average to good credit scores and a predicted delinquency rate between 5% and 10%.
•
High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent. The predicted delinquency rate would
be greater than 10%.
We do not use a third party to score our International portfolio because the cost to do so is prohibitive as there is no single credit score model that covers all
countries. Accordingly, the entire International portfolio is reported in the Not Scored category. This portfolio comprises less than 15% of total finance
receivables. Most of the International credit applications are small dollar applications (i.e. below $50 thousand) and are subjected to an automated review
process. Larger credit applications are manually reviewed, which includes obtaining client financial information, credit reports and other available
information.
The table below shows gross finance receivables by relative risk class and year of origination based on the relative scores of the accounts within each class
as of December 31, 2024 and 2023.
Sales Type Lease Receivables
Loan
Receivables
Total
2024
2023
2022
2021
2020
Prior
Low
$
188,847 
$
210,547 
$
163,892 
$
104,269 
$
66,673 
$
42,586 
$
273,736 
$
1,050,550 
Medium
31,970 
31,839 
26,652 
19,180 
10,556 
10,512 
34,376 
165,085 
High
4,633 
4,488 
3,753 
2,415 
2,038 
684 
11,826 
29,837 
Not Scored
49,835 
38,659 
28,250 
17,131 
5,400 
1,594 
31,653 
172,522 
Total
$
275,285 
$
285,533 
$
222,547 
$
142,995 
$
84,667 
$
55,376 
$
351,591 
$
1,417,994 
59

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Sales Type Lease Receivables
Loan
Receivables
Total
2023
2022
2021
2020
2019
Prior
Low
$
261,583 
$
222,947 
$
155,193 
$
96,986 
$
46,635 
$
27,164 
$
264,232 
$
1,074,740 
Medium
46,208 
35,891 
24,483 
16,027 
10,503 
8,041 
62,910 
204,063 
High
4,455 
4,217 
2,554 
1,853 
740 
862 
7,487 
22,168 
Not Scored
59,335 
49,839 
33,494 
15,944 
5,089 
1,166 
25,298 
190,165 
Total
$
371,581 
$
312,894 
$
215,724 
$
130,810 
$
62,967 
$
37,233 
$
359,927 
$
1,491,136 
Lease Income
Lease income from sales-type leases, excluding variable lease payments, was as follows:
Years Ended December 31,
2024
2023
2022
Profit recognized at commencement
$
101,600 
$
120,011 
$
134,717 
Interest income
152,348 
154,998 
163,485 
Total lease income from sales-type leases
$
253,948 
$
275,009 
$
298,202 
Lessor Operating Leases
We also lease mailing equipment under operating leases with terms of one to five years. Maturities of these operating leases are as follows:
2025
$
20,060 
2026
19,920 
2027
14,028 
2028
2,411 
2029
2,092 
Thereafter
4,114 
Total
$
62,625 
8. Fixed Assets
Fixed assets consisted of the following:
December 31,
2024
2023
Machinery and equipment
$
538,255 
$
510,863 
Capitalized software
435,614 
486,117 
Leasehold improvements
84,987 
88,999 
1,058,856 
1,085,979 
Accumulated depreciation
(840,199)
(831,901)
Property, plant and equipment, net
$
218,657 
$
254,078 
Rental property and equipment
$
64,293 
$
76,719 
Accumulated depreciation
(39,706)
(53,136)
Rental property and equipment, net
$
24,587 
$
23,583 
Depreciation expense was $110 million, $108 million and $101 million for the years ended December 31, 2024, 2023 and 2022, respectively.
60

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
9. Intangible Assets and Goodwill
Intangible Assets
Intangible assets consisted of the following:
December 31, 2024
December 31, 2023
Gross

Carrying
Amount
Accumulated

Amortization
Net

Carrying
Amount
Gross

Carrying

Amount
Accumulated

Amortization
Net

Carrying

Amount
Customer relationships
$
43,569 
$
(29,179)
$
14,390 
$
44,112 
$
(25,659)
$
18,453 
Software & technology
2,944 
(1,554)
1,390 
3,047 
(1,100)
1,947 
Total intangible assets, net
$
46,513 
$
(30,733)
$
15,780 
$
47,159 
$
(26,759)
$
20,400 
Amortization expense was $5 million, $5 million and $10 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Future amortization expense for intangible assets at December 31, 2024 is as follows:
2025
$
4,350 
2026
3,361 
2027
3,097 
2028
2,438 
2029
1,356 
Thereafter
1,178 
Total
$
15,780 
Actual amortization expense may differ from the amounts above due to, among other things, fluctuations in foreign currency exchange rates, acquisitions,
divestitures and impairment charges.
Goodwill
As disclosed in Note 1, 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. Certain operations of the former Global Ecommerce segment that were sold or dissolved prior to 2024 did
not qualify for discontinued operations treatment.
During 2023, the performance of our then Global Ecommerce reporting unit, continuing changes in macroeconomic conditions and our long-term outlook
for this business were triggering events that caused us to evaluate the Global Ecommerce goodwill for impairment. To assess goodwill for impairment, we
determined the fair value of the reporting unit and compared it to the unit's carrying value, including goodwill. We engaged a third party to assist in the
determination of the fair value of the reporting unit. The fair value was estimated using a discounted cash flow model based on management developed
cash flow projections, which included judgements and assumptions related to revenue growth rates, operating margins, operating income, and a discount
rate. The estimates and assumptions were considered Level 3 inputs under the fair value hierarchy. Our assessments indicated that the estimated fair value
of the reporting unit was less than its carrying value. Accordingly, a goodwill impairment charge of $124 million was recorded in 2023. Changes in the
carrying amount of goodwill by reporting segment are shown in the tables below.
December 31, 2023
FX Impact
December 31, 2024
SendTech Solutions
$
510,646 
$
(13,406)
$
497,240 
Presort Services
223,763 
— 
223,763 
Total goodwill
$
734,409 
$
(13,406)
$
721,003 
61

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Goodwill before
accumulated
impairment
Accumulated
impairment
December 31, 2022
Impairment
FX Impact
December 31, 2023
SendTech Solutions
$
504,004 
$
— 
$
504,004 
$
— 
$
6,642 
$
510,646 
Presort Services
223,763 
— 
223,763 
— 
— 
223,763 
Other
163,450 
(39,876)
123,574 
(123,574)
— 
— 
Total goodwill
$
891,217 
$
(39,876)
$
851,341 
$
(123,574)
$
6,642 
$
734,409 
10. Fair Value Measurements and Derivative Instruments
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measure considered from the perspective
of a market participant rather than an entity-specific measure. An entity is required to classify certain assets and liabilities measured at fair value based on
the following fair value hierarchy that prioritizes the inputs used to measure fair value:
Level 1 –     Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 –     Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets
or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3– Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on
management's best estimate of fair value and that are significant to the fair value of the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our
assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value
hierarchy. The following tables show, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a
recurring basis.
December 31, 2024
Level 1
Level 2
Level 3
Total
Assets:
 
 
 
 
Investment securities
 
 
 
 
Money market funds
$
6,435 
$
140,125 
$
— 
$
146,560 
Equity securities
— 
12,518 
— 
12,518 
Commingled fixed income securities
1,612 
534 
— 
2,146 
Government and related securities
2,334 
13,410 
— 
15,744 
Corporate debt securities
— 
42,159 
— 
42,159 
Mortgage-backed / asset-backed securities
— 
98,464 
— 
98,464 
Total assets
$
10,381 
$
307,210 
$
— 
$
317,591 
62

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
December 31, 2023
Level 1
Level 2
Level 3
Total
Assets:
 
 
 
 
Investment securities
 
 
 
 
Money market funds
$
13,366 
$
188,484 
$
— 
$
201,850 
Equity securities
— 
15,341 
— 
15,341 
Commingled fixed income securities
1,581 
5,741 
— 
7,322 
Government and related securities
11,489 
18,999 
— 
30,488 
Corporate debt securities
— 
54,330 
— 
54,330 
Mortgage-backed / asset-backed securities
— 
119,901 
— 
119,901 
Derivatives
 
 
 
Interest rate swap
— 
8,425 
— 
8,425 
Total assets
$
26,436 
$
411,221 
$
— 
$
437,657 
Investment Securities
The valuation of investment securities is based on a market approach using inputs that are observable, or can be corroborated by observable data, in an
active marketplace. The following information relates to our classification within the fair value hierarchy:
•
Money Market Funds: Money market funds typically invest in government securities, certificates of deposit, commercial paper and other highly liquid,
low risk securities. Money market funds are principally used for overnight deposits and are classified as Level 1 when unadjusted quoted prices in
active markets are available and as Level 2 when they are not actively traded on an exchange.
•
Equity Securities: Equity securities are comprised of mutual funds investing in U.S. and foreign stocks. These mutual funds are classified as Level 2.
•
Commingled Fixed Income Securities: Commingled fixed income securities are comprised of mutual funds that invest in a variety of fixed income
securities, including securities of the U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Fair
value is based on the value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding, as
reported by the fund manager. These mutual funds are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level
2 when they are not actively traded on an exchange.
•
Government and Related Securities: Debt securities are classified as Level 1 when unadjusted quoted prices in active markets are available. Debt
securities are classified as Level 2 where fair value is determined using quoted market prices for similar securities or benchmarking model derived
prices to quoted market prices and trade data for identical or comparable securities.
•
Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond
spreads for the same maturity as the security. These securities are classified as Level 2.
•
Mortgage-Backed Securities / Asset-Backed Securities: These securities are valued based on external pricing indices or on external price/spread data.
These securities are classified as Level 2.
Derivative Securities
•
Interest Rate Swaps: The valuation of interest rate swaps is based on an income approach using inputs that are observable or that can be derived from,
or corroborated by, observable market data. These securities are classified as Level 2.
63

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Available-For-Sale Securities
Available-for-sale securities consisted of the following:
December 31, 2024
Amortized cost
Gross unrealized
losses
Estimated fair
value
Government and related securities
$
21,432 
$
(5,688)
$
15,744 
Corporate debt securities
50,367 
(8,208)
42,159 
Commingled fixed income securities
1,835 
(223)
1,612 
Mortgage-backed / asset-backed securities
123,289 
(24,825)
98,464 
Total
$
196,923 
$
(38,944)
$
157,979 
December 31, 2023
Amortized cost
Gross unrealized
losses
Estimated fair value
Government and related securities
$
35,048 
$
(7,018)
$
28,030 
Corporate debt securities
65,008 
(10,678)
54,330 
Commingled fixed income securities
1,788 
(207)
1,581 
Mortgage-backed / asset-backed securities
146,022 
(26,121)
119,901 
Total
$
247,866 
$
(44,024)
$
203,842 
Investment securities in a loss position were as follows:
December 31, 2024
December 31, 2023
Fair Value
Gross unrealized
losses
Fair Value
Gross unrealized
losses
Greater than 12 continuous months
Government and related securities
$
15,744 
$
5,688 
$
28,030 
$
7,018 
Corporate debt securities
39,845 
8,206 
51,948 
10,466 
Mortgage-backed / asset-backed securities
98,464 
24,825 
119,901 
26,121 
Total
$
154,053 
$
38,719 
$
199,879 
$
43,605 
Less than 12 continuous months
Corporate debt securities
$
2,314 
$
2 
$
2,382 
$
212 
Commingled fixed income securities
1,612 
223 
1,581 
207 
Total
$
3,926 
$
225 
$
3,963 
$
419 
At December 31, 2024, substantially all securities in the investment portfolio were in an unrealized loss position. However, we have the ability and intent to
hold these securities until recovery of the unrealized losses or expect to receive the stated principal and interest at maturity. Accordingly, we have not
recognized an impairment loss and our allowance for credit losses on these investment securities is not significant.
At December 31, 2024, scheduled maturities of available-for-sale securities were as follows:
Amortized cost
Estimated fair
value
Within 1 year
$
4,146 
$
3,926 
After 1 year through 5 years
4,460 
4,028 
After 5 years through 10 years
51,237 
44,200 
After 10 years
137,080 
105,825 
Total
$
196,923 
$
157,979 
64

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
The actual maturities may not coincide with scheduled maturities as certain securities contain early redemption features and/or allow for the prepayment of
obligations with or without penalty.
Held-to-Maturity Securities
Held-to-maturity securities at December  31, 2024 and 2023 totaled $203  million and $265 million, respectively. Held-to-maturity securities include
certificates of deposits with maturities less than 90 days and highly-liquid government securities with maturities less than two years.
Simple Agreement for Future Equity (SAFE) Investment
In October 2022, we invested $10 million in Ambi Robotics Inc., a robotics solutions company, via a SAFE arrangement. The SAFE investment provides
us the right to participate in future equity offerings by Ambi Robotics Inc. The investment was carried at cost and recorded in Other assets. Due to the loss
by Ambi Robotics Inc. of a significant customer, in the third quarter of 2024 we determined the investment was impaired and recorded a $10 million
impairment charge.
Derivative Instruments
Interest Rate Swaps
We had interest rate swap agreements that matured on December 31, 2024, that effectively converted $200 million of variable rate debt to fixed rates.
Under the terms of the interest rate swaps, we paid fixed-rate interest of 0.585% and received variable-rate interest based on one-month SOFR plus 0.1%.
The variable interest rates under the term loans and the swaps reset monthly. These swaps were designated as cash flow hedges and recorded at fair value at
the end of each reporting period. Changes in fair value are reflected in AOCL. The impact of these interest rate swaps was as follows:
 
Years Ended December 31,
 
Derivative Gain (Loss)
Recognized in AOCL
(Effective Portion)
Location of Gain (Loss)

(Effective Portion)
Gain (Loss) Reclassified
from AOCL to Earnings
(Effective Portion)
Derivative Instrument
2024
2023
2024
2023
Interest rate swaps
$
(8,425)
$
(6,858)
Interest expense
$
10,124 
$
9,708 
Foreign Exchange Contracts
In the first nine months of 2023, we had outstanding foreign exchange contracts to minimize the impact on earnings from the revaluation of short-term
interest-bearing intercompany loans denominated in a foreign currency. These foreign exchange contracts were not designated as hedging instruments and
the revaluation of intercompany loans and the change in fair value of these derivatives were recorded in earnings. The mark-to-market adjustment on these
foreign exchange contracts for the twelve months ended December 31, 2023 was a gain of $4 million and significantly offset the corresponding loss on the
revaluation of intercompany loans.
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, investment securities, accounts receivable, loan receivables, derivative instruments, accounts
payable and debt. The carrying value of cash and cash equivalents, accounts receivable, loans receivable, held-to-maturity investment securities and
accounts payable approximate fair value. The fair value of available-for-sale investment securities and derivative instruments are presented above. The fair
value of our debt is estimated based on recently executed transactions and market price quotations. The inputs used to determine the fair value of our debt
were classified as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of our debt was as follows:
December 31,
2024
2023
Carrying value
$
1,919,708 
$
2,146,032 
Fair value
$
1,823,430 
$
1,893,620 
65

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
11. Supplemental Financial Statement Information
Selected balance sheet information is as follows:
December 31,
2024
2023
Other assets:
Long-term investments
$
190,436 
$
250,240 
Other
85,653 
90,813 
Total
$
276,089 
$
341,053 
Accounts payable and accrued liabilities:
Accounts payable
$
239,740 
$
273,604 
Customer deposits
255,892 
212,634 
Employee related liabilities
234,895 
232,047 
Other
143,099 
111,134 
Total
$
873,626 
$
829,419 
Other noncurrent liabilities:
Pension liabilities
$
105,766 
$
98,784 
Postretirement medical benefits
70,390 
83,222 
Other
38,870 
42,104 
Total
$
215,026 
$
224,110 
Activity in the allowance for credit losses, other than finance receivables (see Note 7 for further information) is presented below.
Years Ended December 31,
2024
2023
2022
Balance at beginning of year
$
5,292 
$
5,372 
$
28,184 
Amounts charged to expense
25,184 
5,709 
4,503 
Write-offs, recoveries and other
(3,380)
(5,789)
(27,315)
Balance at end of period
$
27,096 
$
5,292 
$
5,372 
Accounts and other receivables
$
7,723 
$
5,292 
$
4,852 
Other current assets and prepayments
19,373 
— 
— 
Other assets
— 
— 
520 
Total
$
27,096 
$
5,292 
$
5,372 
Acquisitions/Divestitures
In 2022, we sold Borderfree for proceeds of $95 million, net of cash transferred, and received additional proceeds of $7 million related to the 2021 sale of
Tacit, a U.K. based software consultancy business.
Interest expense, net
Interest expense, net for the years ended December 31, 2024, 2023 and 2022 includes $14 million, $14 million and $4 million of interest income,
respectively.
66

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Other expense (income) consisted of the following:
Years Ended December 31,
2024
2023
2022
Loss (gain) on redemption/refinancing of debt
$
10,892 
$
(3,064)
$
4,993 
Charges in connection with the Ecommerce Restructuring
67,831 
— 
— 
Asset impairment
10,000 
— 
— 
Gain on sale of assets
— 
— 
(14,372)
Gain on sale of businesses, including transaction costs
— 
— 
(7,692)
Other expense (income)
$
88,723 
$
(3,064)
$
(17,071)
Supplemental cash flow information is as follows:
Years Ended December 31,
2024
2023
2022
Purchases of property and equipment in accounts payable
$
1,719 
$
2,068 
$
2,786 
Cash interest paid
$
167,890 
$
164,046 
$
134,247 
Cash income tax payments, net of refunds
$
45,478 
$
22,626 
$
14,553 
67

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
12. Restructuring Charges
2024 Plan
During the second quarter of 2024, we approved a worldwide cost reduction initiative (the "2024 Plan") to realize cost reductions and improve efficiencies.
Under this plan, we eliminated approximately 2,800 positions and incurred charges of $74 million. We expect the 2024 Plan to be complete by the end of
the first half of 2025.
2023 Plan
We completed our 2023 Plan in the second quarter of 2024. Under this plan, we eliminated 1,049 positions and recognized cumulative charges of
$69 million.
Activity in our restructuring reserves was as follows:
2024 Plan
2023 Plan
Prior Plan
Total
Balance at December 31, 2022
$
— 
$
— 
$
7,647 
$
7,647 
Amounts charged to expense - continuing operations
— 
48,813 
3,599 
52,412 
Amounts charged to expense - discontinued operations
— 
9,173 
— 
9,173 
Cash payments
— 
(23,197)
(11,246)
(34,443)
Noncash activity
— 
(8,661)
— 
(8,661)
Balance at December 31, 2023
— 
26,128 
— 
26,128 
Amounts charged to expense - continuing operations
66,294 
10,621 
— 
76,915 
Amounts charged to expense - discontinued operations
7,265 
— 
— 
7,265 
Cash payments
(50,150)
(35,874)
— 
(86,024)
Noncash activity
(245)
(875)
— 
(1,120)
Balance at December 31, 2024
$
23,164 
$
— 
$
— 
$
23,164 
Components of restructuring expense in discontinued operations primarily include severance charges. Components of restructuring expense in continuing
operations were as follows:
Year Ended December 31, 2024
2024 Plan
2023 Plan
Total
Severance
$
65,958 
$
9,398 
$
75,356 
Facilities and other
336 
1,223 
1,559 
Total
$
66,294 
$
10,621 
$
76,915 
Year Ended December 31, 2023
2023 Plan
Prior Plan
Total
Severance
$
40,152 
$
3,057 
$
43,209 
Facilities and other
8,661 
542 
9,203 
Total
$
48,813 
$
3,599 
$
52,412 
Year Ended
December 31,
2022
Prior Plan
Severance
$
13,765 
Facilities and other
3,443 
Total
$
17,208 
68

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
13. Debt
December 31,
Interest rate
2024
2023
Term loan due March 2026
SOFR + 2.25%
$
235,000 
$
285,500 
Notes due March 2027
6.875%
380,000 
380,000 
Notes due March 2028
SOFR + 6.9%
96,563 
274,313 
Term loan due March 2028
SOFR + 4.0%
433,125 
437,625 
Notes due March 2029
7.25%
350,000 
350,000 
Notes due January 2037
5.25%
35,841 
35,841 
Notes due March 2043
6.70%
425,000 
425,000 
Other debt
— 
1,181 
Principal amount
1,955,529 
2,189,460 
Less: unamortized costs, net
35,821 
43,428 
Total debt
1,919,708 
2,146,032 
Less: current portion long-term debt
53,250 
58,931 
Long-term debt
$
1,866,458 
$
2,087,101 
During 2024, we repaid $178 million of the Notes due March 2028 and made other scheduled principal repayments of $56 million. In January 2025, we
redeemed the remaining outstanding balance of the Notes due March 2028 and recognized a loss of approximately $17 million in connection with this
redemption.
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, permit the
Ecommerce Restructuring, funding under the DIP Facility, amend certain covenants, including relief for expenses incurred pursuant to the Ecommerce
Restructuring, release the guarantees provided by the Ecommerce Debtors and the liens on the assets of the Ecommerce Debtors and reduce the total
aggregate 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 provided 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) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined) of no greater than 3.00 to 1.00 and (iii) a Consolidated
Total Net Leverage Ratio (as defined) 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.
At December 31, 2024, the interest rate on the term loan due 2026 was 6.7%, the interest rate on the term loan due 2028 was 8.5% and the interest rate on
the March 2028 notes was 11.2%.
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, there were no outstanding advances.
69

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Annual maturities of outstanding principal at December 31, 2024 are as follows:
2025
$
53,250 
2026
196,250 
2027
387,250 
2028
507,938 
2029
350,000 
Thereafter
460,841 
Total
$
1,955,529 
14. Retirement Plans and Postretirement Medical Benefits
Retirement Plans
We provide retirement benefits to eligible employees in the U.S. and outside the U.S. under various defined benefit retirement plans. Benefit accruals under
most of our defined benefit plans have been frozen. The benefit obligations and funded status of defined benefit pension plans are as follows:
United States
Foreign
2024
2023
2024
2023
Accumulated benefit obligation
$
1,001,801 
$
1,205,108 
$
447,127 
$
488,531 
Projected benefit obligation
Benefit obligation - beginning of year
$
1,205,140 
$
1,205,183 
$
492,767 
$
451,337 
Service cost
49 
44 
745 
766 
Interest cost
58,131 
63,533 
20,815 
21,238 
Net actuarial (gain) loss
(39,337)
36,882 
(15,310)
22,984 
Foreign currency changes
— 
— 
(15,591)
19,854 
Settlements
(140,356)
(2,892)
(7,861)
(213)
Benefits paid
(81,816)
(97,610)
(24,825)
(23,199)
Benefit obligation - end of year
$
1,001,811 
$
1,205,140 
$
450,740 
$
492,767 
Fair value of plan assets
Fair value of plan assets - beginning of year
$
1,153,490 
$
1,161,361 
$
466,687 
$
438,403 
Actual return on plan assets
22,920 
86,044 
(19,217)
17,057 
Company contributions
4,574 
6,587 
7,881 
16,034 
Settlements
(140,356)
(2,892)
(7,861)
(213)
Foreign currency changes
— 
— 
(14,460)
18,605 
Benefits paid
(81,816)
(97,610)
(24,825)
(23,199)
Fair value of plan assets - end of year
$
958,812 
$
1,153,490 
$
408,205 
$
466,687 
Amounts recognized in the Consolidated Balance Sheets
Noncurrent asset
$
— 
$
— 
$
26,502 
$
27,805 
Current liability
(4,606)
(5,057)
(1,664)
(1,694)
Noncurrent liability
(38,393)
(46,593)
(67,373)
(52,191)
Funded status
$
(42,999)
$
(51,650)
$
(42,535)
$
(26,080)
70

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Information provided in the table below is only for pension plans with an accumulated benefit obligation in excess of plan assets:
United States
Foreign
2024
2023
2024
2023
Projected benefit obligation
$
1,001,811 
$
1,205,141 
$
368,417 
$
396,690 
Accumulated benefit obligation
$
1,001,801 
$
1,205,108 
$
366,197 
$
392,586 
Fair value of plan assets
$
958,812 
$
1,153,490 
$
299,912 
$
342,805 
Pretax amounts recognized in AOCL consist of:
United States
Foreign
2024
2023
2024
2023
Net actuarial loss
$
633,733 
$
717,530 
$
350,007 
$
331,536 
Prior service (credit) cost
(65)
(85)
6,969 
7,266 
Transition asset
— 
— 
(7)
(7)
Total
$
633,668 
$
717,445 
$
356,969 
$
338,795 
The components of net periodic benefit cost (income) for defined benefit pension plans were as follows:
United States
Foreign
2024
2023
2022
2024
2023
2022
Service cost
$
49 
$
44 
$
55 
$
745 
$
766 
$
1,214 
Interest cost
58,131 
63,533 
44,348 
20,815 
21,238 
13,568 
Expected return on plan assets
(85,701)
(86,008)
(71,080)
(25,858)
(29,899)
(26,770)
Amortization of prior service (credit) cost
(20)
(20)
(44)
298 
286 
252 
Amortization of net actuarial loss
19,190 
17,362 
33,164 
7,737 
2,068 
6,767 
Settlements
88,051 
771 
394 
3,373 
(25)
— 
Net periodic benefit cost (income)
$
79,700 
$
(4,318)
$
6,837 
$
7,110 
$
(5,566)
$
(4,969)
Other changes in plan assets and benefit obligations for defined benefit pension plans recognized in other comprehensive loss were as follows:
United States
Foreign
2024
2023
2024
2023
Net actuarial loss
$
23,443 
$
36,846 
$
29,581 
$
35,826 
Amortization of net actuarial loss
(19,190)
(17,362)
(7,737)
(2,068)
Amortization of prior service credit (cost)
20 
20 
(298)
(286)
Settlements
(88,051)
(771)
(3,373)
25 
Total recognized in other comprehensive loss
$
(83,778)
$
18,733 
$
18,173 
$
33,497 
In 2024, we conducted a targeted lump-sum campaign for terminated vested participants in the United States and Canada Defined Benefit Plans. As a result
of this campaign, the projected benefit obligation of the U.S. Plan was reduced by $122 million or approximately 10% while the assets were reduce by
$120 million. In Canada, the projected benefit obligation was reduced by $7 million or approximately 9% and the assets were also reduced by $7 million.
As a result of this campaign, we recorded an aggregate settlement charge of $91 million.
71

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Weighted-average actuarial assumptions used to determine year end benefit obligations and net periodic benefit cost for defined benefit pension plans
include:
2024
2023
2022
United States
Used to determine benefit obligations
     Discount rate
5.65%
5.15%
5.55%
     Rate of compensation increase
N/A
N/A
N/A
Used to determine net periodic benefit cost
     Discount rate
5.15%
5.55%
2.85%
     Expected return on plan assets
6.70%
6.50%
5.10%
     Rate of compensation increase
N/A
N/A
N/A
Foreign
Used to determine benefit obligations
     Discount rate
2.20 % - 6.70%
1.95 % - 4.60%
1.95 % - 5.10%
     Rate of compensation increase
2.00 % - 9.88%
2.00 % - 3.50%
2.00 % - 3.00%
Used to determine net periodic benefit cost
     Discount rate
1.95 % - 4.60%
1.95 % - 5.10%
0.85 % - 2.85%
     Expected return on plan assets
2.75 % - 5.50%
2.75 % - 5.26%
3.75 % - 5.75%
     Rate of compensation increase
2.00 % - 3.50%
2.00 % - 3.60%
1.50 % - 2.50%
A discount rate is used to determine the present value of our future benefit obligations. The discount rate for our U.S. pension plans is determined by
matching the expected cash flows associated with our benefit obligations to a pool of corporate long-term, high-quality fixed income debt instruments
available as of the measurement date. The discount rate for our largest foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan), is determined using a
model that discounts each year's estimated benefit payments by an applicable spot rate derived from a yield curve created from a large number of high
quality corporate bonds. For our other smaller foreign pension plans, the discount rate is selected based on high-quality fixed income indices available in
the country in which the plan is domiciled.
The expected return on plan assets is based on the target asset allocation for the applicable pension plan and expected rates of return for various asset
classes in the investment portfolio after analyzing historical experience, future expectations of returns and volatility of asset classes.
Investment Strategy and Asset Allocation
The investment strategy for our pension plans is to maximize returns within reasonable and prudent risk levels, achieve and maintain full funding of the
accumulated benefit obligation and the actuarial liabilities and earn the expected rate of return while adhering to regulations and restrictions.
Pension plan assets are invested in accordance with our strategic asset allocation policy. Pension plan assets are exposed to various risks, including interest
rate risks, market risks and credit risks. Investments are diversified across asset classes and within each class to reduce the risk of large losses and are
periodically rebalanced. Derivatives, such as swaps, options, forwards and futures contracts may be used for market exposure, to alter risk/return
characteristics and to manage foreign currency exposure. We do not have any significant concentrations of credit risk within the plan assets.
72

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
U.S. Pension Plans
Investment objectives and investment managers are reviewed periodically. Target and actual asset allocations for the U.S. pension plans were as follows:
Target allocation
Percent of Plan Assets at December 31,
2025
2024
2023
Asset category
Equities
16 %
15 %
15 %
Multi-asset credit
2 %
2 %
2 %
Fixed income
76 %
77 %
76 %
Real estate
5 %
5 %
6 %
Private equity
1 %
1 %
1 %
Total
100 %
100 %
100 %
Foreign Pension Plans
Our foreign pension plan assets are managed by outside investment managers and monitored regularly by local trustees and our corporate personnel. Target
and actual asset allocations for the U.K. Plan, which comprises 74% of the total foreign pension plan assets, were as follows:
Target Allocation
Percent of Plan Assets at December 31,
2025
2024
2023
Asset category
Global equities
6 %
6 %
8 %
Fixed income
61 %
53 %
69 %
Multi-asset credit
5 %
6 %
8 %
Real estate
13 %
15 %
13 %
Diversifiers
15 %
16 %
— %
Cash
— %
4 %
2 %
Total
100 %
100 %
100 %
73

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Fair Value Measurements of Plan Assets
The following tables show the U.S. and foreign pension plans' assets, by level within the fair value hierarchy. The plan asset categories presented in the
following tables are subsets of the broader asset allocation categories.
United States Pension Plans
December 31, 2024
Level 1
Level 2
Level 3
Total
Money market funds
$
— 
$
10,461 
$
— 
$
10,461 
Equity securities
— 
67,945 
— 
67,945 
Commingled fixed income securities
— 
185,212 
— 
185,212 
Government and related securities
158,047 
37,880 
— 
195,927 
Corporate debt securities
— 
498,867 
— 
498,867 
Mortgage-backed /asset-backed securities
— 
39,046 
— 
39,046 
Real estate
— 
— 
45,221 
45,221 
Securities lending collateral
— 
109,132 
— 
109,132 
Total plan assets at fair value
$
158,047 
$
948,543 
$
45,221 
$
1,151,811 
Securities lending payable
(109,132)
Investments valued at NAV
4,940 
Cash
466 
Other
(89,273)
Fair value of plan assets
$
958,812 
December 31, 2023
Level 1
Level 2
Level 3
Total
Money market funds
$
— 
$
13,842 
$
— 
$
13,842 
Equity securities
— 
102,795 
— 
102,795 
Commingled fixed income securities
— 
220,041 
— 
220,041 
Government and related securities
170,540 
28,518 
— 
199,058 
Corporate debt securities
— 
545,615 
— 
545,615 
Mortgage-backed /asset-backed securities
— 
49,300 
— 
49,300 
Real estate
— 
— 
67,256 
67,256 
Securities lending collateral
— 
104,630 
— 
104,630 
Total plan assets at fair value
$
170,540 
$
1,064,741 
$
67,256 
$
1,302,537 
Securities lending payable
(104,630)
Investments valued at NAV
5,615 
Cash
1,240 
Other
(51,272)
Fair value of plan assets
$
1,153,490 
74

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Foreign Plans
December 31, 2024
Level 1
Level 2
Level 3
Total
Money market funds
$
— 
$
2,400 
$
— 
$
2,400 
Equity securities
— 
28,958 
— 
28,958 
Commingled fixed income securities
— 
212,425 
— 
212,425 
Government and related securities
— 
31,962 
— 
31,962 
Corporate debt securities
— 
20,875 
— 
20,875 
Real estate
— 
3,675 
43,930 
47,605 
Diversified growth funds
— 
— 
48,400 
48,400 
Total plan assets at fair value
$
— 
$
300,295 
$
92,330 
$
392,625 
Cash
12,644 
Other
2,936 
Fair value of plan assets
$
408,205 
December 31, 2023
Level 1
Level 2
Level 3
Total
Money market funds
$
— 
$
5,997 
$
— 
$
5,997 
Equity securities
— 
44,088 
— 
44,088 
Commingled fixed income securities
— 
295,105 
— 
295,105 
Government and related securities
— 
38,028 
— 
38,028 
Corporate debt securities
— 
28,389 
— 
28,389 
Real estate
— 
4,869 
43,205 
48,074 
Total plan assets at fair value
$
— 
$
416,476 
$
43,205 
$
459,681 
Cash
6,501 
Other
505 
Fair value of plan assets
$
466,687 
The following information relates to our classification of investments into the fair value hierarchy:
•
Money Market Funds: Money market funds typically invest in government securities, certificates of deposit, commercial paper and other highly liquid,
low risk securities. Money market funds are principally used for overnight deposits and are classified as Level 1 when unadjusted quoted prices in
active markets are available and as Level 2 when they are not actively traded on an exchange.
•
Equity Securities: Equity securities are comprised of private commingled funds investing in U.S. and foreign stocks. The commingled funds are not
traded on an active market and fair value is based on the value of the underlying securities owned by each fund. These commingled funds are classified
as Level 2.
•
Commingled Fixed Income Securities: Commingled fixed income securities are comprised of mutual funds that invest in a variety of fixed income
securities, including securities of the U.S. government and its agencies, corporate debt, mortgage-backed securities and asset-backed securities. Fair
value is based on the value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding, as
reported by the fund manager. These mutual funds are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level
2 when they are not actively traded on an exchange.
•
Government and Related Securities: Debt securities are classified as Level 1 where active, high-volume trades for identical securities exist. Valuation
adjustments are not applied to these securities. Debt securities are classified as Level 2 where fair value is determined using quoted market prices for
similar securities or benchmarking model derived prices to quoted market prices and trade data for identical or comparable securities.
75

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
•
Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond
spreads for the same maturity as the security. These securities are classified as Level 2.
•
Mortgage-Backed Securities / Asset-Backed Securities: These securities are valued based on external pricing indices or on external price/spread data.
These securities are classified as Level 2.
•
Real Estate: include units in open-ended commingled real estate funds. Funds that are valued and traded on a daily basis in an active market are
classified as Level 2. Investments that are valued on an annual basis by certified appraisers are classified as Level 3. The valuation techniques used to
value Level 3 investments include the cost approach, sales-comparison method and the income approach.
•
Diversifiers: comprised of units in commingled diversifier funds that comprise a mix of different asset classes. The underlying investments may not be
listed on an exchange in an active market or traded on a daily basis and may fall into all three fair value categories. Accordingly, these securities are
classified as Level 3.
•
Securities Lending Fund: represents a commingled fund through our custodian's securities lending program. The U.S. pension plan lends securities that
are held within the plan to other banks and/or brokers, and receives collateral, typically cash. This collateral is invested in a commingled fund that
invests in short-term fixed income securities. This investment is classified as Level 2. This amount invested in the fund is offset by a corresponding
liability reflected in the U.S. pension plan's net assets available for benefits.
Investments Valued at Net Asset Value
Represents investments in private equity limited partnerships that are measured at fair value using the Net Asset Value (NAV) per share as a practical
expedient and are not categorized in the fair value hierarchy. There is no active market for these investments and the pension plan receives a proportionate
share of the gains, losses and expenses in accordance with the partnership agreements. There was a remaining unfunded commitment of $6 million at both
December 31, 2024 and 2023. These investments comprise approximately 1% of total U.S. Pension Fund assets at both December 31, 2024 and 2023.
Level 3 Gains and Losses
The following table summarizes the changes in the fair value of Level 3 assets:
U.S. Plans
Foreign Plans
Real estate
Real estate
Diversifiers
Balance at December 31, 2022
$
91,500 
$
42,980 
$
24,394 
Realized gains
4,505 
— 
— 
Unrealized losses
(18,386)
(3,951)
(3,133)
Net purchases, sales and settlements
(10,363)
2,014 
(22,396)
Foreign currency and other
— 
2,162 
1,135 
Balance at December 31, 2023
67,256 
43,205 
— 
Realized gains
6,762 
— 
— 
Unrealized losses
(14,316)
406 
3,446 
Net purchases, sales and settlements
(14,481)
1,214 
45,406 
Foreign currency and other
— 
(895)
(452)
Balance at December 31, 2024
$
45,221 
$
43,930 
$
48,400 
76

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Postretirement Medical Benefits
We provide certain employer subsidized health care and employer provided life insurance benefits in the U.S. and Canada to eligible retirees and their
dependents. The cost of these benefits is recognized over the period the employee provides credited service to the company. The benefit obligation and
funded status for postretirement medical benefit plans are as follows:
2024
2023
Benefit obligation
Benefit obligation - beginning of year
$
93,487 
$
99,275 
Service cost
369 
367 
Interest cost
4,479 
5,031 
Net actuarial gain
(5,603)
(206)
Foreign currency changes
(633)
214 
Benefits paid, net
(12,452)
(11,194)
Benefit obligation - end of year 
$
79,647 
$
93,487 
Fair value of plan assets
Fair value of plan assets - beginning of year
$
— 
$
— 
Company contribution
12,452 
11,194 
Benefits paid, net
(12,452)
(11,194)
Fair value of plan assets - end of year
$
— 
$
— 
Amounts recognized in the Consolidated Balance Sheets
Current liability
$
(9,257)
$
(10,265)
Noncurrent liability
(70,390)
(83,222)
Funded status
$
(79,647)
$
(93,487)
(1)    Includes a benefit obligation for the U.S. postretirement plan of $73 million and $84 million at December 31, 2024 and 2023, respectively.
Pretax amounts recognized in AOCL consist of:
2024
2023
Net actuarial gain
$
(18,511)
$
(14,360)
The components of net periodic benefit cost for postretirement medical benefit plans were as follows:
2024
2023
2022
Service cost
$
369 
$
367 
$
731 
Interest cost
4,479 
5,031 
3,679 
Amortization of net actuarial loss
(1,451)
(2,249)
68 
Net periodic benefit cost
$
3,397 
$
3,149 
$
4,478 
Other changes in benefit obligation for postretirement medical benefit plans recognized in other comprehensive loss were as follows:
2024
2023
Net actuarial gain
$
(5,603)
$
(206)
Amortization of net actuarial loss
1,451 
2,249 
Total recognized in other comprehensive loss
$
(4,152)
$
2,043 
(1)
77

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
The weighted-average discount rates used to determine end of year benefit obligation and net periodic pension cost include:
2024
2023
2022
Discount rate used to determine benefit obligation
U.S.
5.60 %
5.20 %
5.60 %
Canada
4.55 %
4.60 %
5.15 %
Discount rate used to determine net period benefit cost
U.S.
5.20 %
5.60 %
2.80 %
Canada
4.60 %
5.15 %
2.90 %
The discount rate for our U.S. postretirement medical benefit plan is determined by matching the expected cash flows associated with our benefit
obligations to a pool of corporate long-term, high-quality fixed income debt instruments available as of the measurement date. The discount rate for our
Canada postretirement medical benefit plan is determined by matching the expected cash flows associated with our benefit obligations to spot rates along a
yield curve developed based on yields of corporate long-term, high-quality fixed income debt instruments available as of the measurement date.
The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation for the U.S. plan was 6.50% for both 2024 and
2023. The assumed health care trend rate is 7.50% for 2025 and will gradually decline to 5.0% by the year 2035 and remain at that level thereafter.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, are expected to be paid.
Pension Benefits
Postretirement
Medical Benefits
2025
$
124,481 
$
9,525 
2026
119,776 
9,115 
2027
118,061 
8,648 
2028
116,601 
8,211 
2029
114,773 
7,751 
Thereafter
538,158 
32,039 
$
1,131,850 
$
75,289 
During 2025, we do not anticipate making contributions to our U.S. pension plans and contributing approximately $7 million to our foreign pension plans.
Savings Plans
We offer a voluntary defined contribution 401(k) plan to our U.S. employees designed to help them accumulate additional savings for retirement. We
provide a core contribution to all employees, regardless of if they participate in the plan, and an additional contribution to participating employees based on
their eligible pay. Total employer contributions to the 401(k) plan were $26 million and $28 million in 2024 and 2023, respectively.
78

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
15. Income Taxes
(Loss) income from continuing operations before taxes consisted of the following:
Years Ended December 31,
2024
2023
2022
U.S.
$
(112,261)
$
(112,437)
$
107,186 
International
59,934 
68,517 
81,466 
Total
$
(52,327)
$
(43,920)
$
188,652 
The (benefit) provision for income taxes from continuing operations consisted of the following:
Years Ended December 31,
2024
2023
2022
U.S. Federal:
Current
$
2,535 
$
32,784 
$
28,565 
Deferred
(138,444)
(31,591)
(9,995)
(135,909)
1,193 
18,570 
U.S. State and Local:
Current
1,375 
9,083 
(834)
Deferred
(41,416)
(9,973)
7,036 
(40,041)
(890)
6,202 
International:
Current
14,971 
11,266 
9,276 
Deferred
6,150 
5,778 
8,908 
21,121 
17,044 
18,184 
Total current
18,881 
53,133 
37,007 
Total deferred
(173,710)
(35,786)
5,949 
Total (benefit) provision for income taxes
$
(154,829)
$
17,347 
$
42,956 
Effective tax rate
295.9 %
(39.5)%
22.8 %
The benefit for income taxes for 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization as well as a $6 million benefit
related to a state interest valuation allowance release.
The effective tax rate for 2023 includes a benefit of $2 million on the aggregate $124 million goodwill impairment charge as the majority of this charge is
nondeductible.
The effective tax rate for 2022 includes a tax benefit of $5 million on the pre-tax gain of $5 million from the Borderfree sale as the tax basis was higher
than book basis.
79

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
A reconciliation of income taxes computed at the federal statutory rate and our provision for income taxes consist of the following:
Years Ended December 31,
2024
2023
2022
Federal statutory provision
$
(10,989)
$
(9,223)
$
39,617 
State and local income taxes 
(31,632)
(703)
5,325 
Impact of foreign operations taxed at rates other than the U.S. statutory rate 
4,595 
2,779 
3,472 
Accrual/release of uncertain tax amounts related to foreign operations
(829)
(2,829)
(2,753)
U.S. tax impacts of foreign income in the U.S. 
7,983 
1,099 
1,089 
Tax credits
— 
(69)
— 
Unrealized stock compensation benefits
1,686 
574 
572 
Surrender of company-owned life insurance policies
8,139 
— 
— 
Nondeductible officer's compensation
5,992 
— 
— 
Valuation allowance on capital loss carryforward
2,100 
Goodwill impairment
— 
24,437 
— 
Affiliate reorganization
(141,723)
— 
— 
Tax basis differences
— 
— 
(5,610)
Other, net
(151)
1,282 
1,244 
(Benefit) provision for income taxes
$
(154,829)
$
17,347 
$
42,956 
Includes a benefit of $22 million related to the affiliate reorganization and a benefit of $6 million related to a state interest valuation allowance release
for the year ended December 31, 2024 as well as $1 million related to tax resolutions and a benefit of $1 million for tax return true-ups for the year
ended December 31, 2022.
Includes a charge of $1 million for a change in tax rates for the year ended December 31, 2024 and a charge of $2 million for a deferred rate change and
a charge of $1 million for the establishment of a valuation allowance for the year ended December 31, 2022.
Includes a charge of $2 million for the loss of the GILTI deduction as well as a charge of $2 million for withholding tax for the year ended December
31, 2024 and a benefit of $1 million for the year ended December 31, 2022 associated with the sale of a business.
(1)
(2)
(3)
(1)    
(2)    
(3)    
80

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Deferred tax liabilities and assets consisted of the following:
December 31,
2024
2023
Deferred tax liabilities:
Depreciation
$
— 
$
2,031 
Deferred profit (for tax purposes) on sale to finance subsidiary
(53,370)
(43,057)
Lease revenue and related depreciation
(183,237)
(205,773)
Intangible assets
(52,773)
(52,609)
Operating lease liability
(27,857)
(31,114)
Basis adjustment in subsidiary
— 
(51,548)
Other
(10,847)
(13,805)
Gross deferred tax liabilities
(328,084)
(395,875)
Deferred tax assets:
Depreciation
32,539 
— 
Postretirement medical benefits
20,108 
23,472 
Pension
16,948 
15,042 
Operating lease asset
31,429 
35,731 
Long-term incentives
5,914 
11,814 
Net operating and capital losses
257,186 
179,153 
Tax credit carry forwards
65,697 
65,095 
Section 163j carryforward
86,075 
47,802 
Tax uncertainties gross-up
4,568 
4,904 
Other
57,915 
47,736 
Gross deferred tax assets
545,840 
430,749 
Less: Valuation allowance
(206,441)
(159,342)
Net deferred tax assets
371,938 
271,407 
Total deferred taxes, net
$
43,854 
$
(124,468)
The valuation allowance relates primarily to certain foreign, state and local net operating loss and tax credit carryforwards that will more-likely-than-not
expire without being utilized.
We have a federal net operating loss carryforward of $301 million as of December 31, 2024, that has an unlimited carryforward period. We have net
operating loss carryforwards in international jurisdictions of $394 million as of December  31, 2024, of which $123 million can be carried forward
indefinitely and the remainder expire over the next 20 years. We also have net operating loss carryforwards in most states totaling $1 billion that will expire
over the next 20 years. In addition, we have tax credit carryforwards of $66 million, of which $51 million can be carried forward indefinitely and the
remainder expire over the next 10 years.
As of December 31, 2024, we assert that we are permanently reinvested in our pre-1987 and post-2017 undistributed earnings of $564 million as well as all
other outside basis differences. While a determination of the full liability that would be incurred if these earnings were repatriated is not practicable, we
have estimated the withholding taxes would be approximately $2 million.
81

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Uncertain Tax Positions
A reconciliation of the amount of unrecognized tax benefits is as follows:
2024
2023
2022
Balance at beginning of year
$
30,232 
$
33,300 
$
45,072 
Increases from prior period positions
— 
343 
6 
Decreases from prior period positions
(955)
(524)
(6,830)
Increases from current period positions
73 
400 
340 
Decreases relating to settlements with tax authorities
(1,467)
(350)
(1,966)
Reductions from lapse of applicable statute of limitations
(846)
(2,937)
(3,322)
Balance at end of year
$
27,037 
$
30,232 
$
33,300 
The amount of the unrecognized tax benefits at December 31, 2024, 2023 and 2022 that would affect the effective tax rate if recognized was $24 million,
$26 million and $29 million, respectively.
On a regular basis, we conclude tax return examinations, statutes of limitations expire, and court decisions interpret tax law. We regularly assess tax
uncertainties in light of these developments. As a result, it is reasonably possible that the amount of our unrecognized tax benefits will decrease in the next
12 months, and we expect this change could be up to 40% of our unrecognized tax benefits. We recognize interest and penalties related to uncertain tax
positions in our provision for income taxes. Amounts included in our provision for income taxes related to interest and penalties on uncertain tax positions
for each of the years ended December 31, 2024, 2023 and 2022 were not significant. We had approximately $4 million accrued for the payment of interest
and penalties at both December 31, 2024 and 2023.
Other Tax Matters
With regard to U.S. Federal income tax, the Internal Revenue Service examination of our consolidated U.S. income tax returns for tax years prior to 2020
are closed to audit, except for review of the Tax Cuts and Jobs Act (TCJA) Sec 965 transition tax. On a state and local level, returns for most jurisdictions
are closed through 2019. For our significant non-U.S. jurisdictions, Canada is closed to examination through 2019 except for a specific issue under current
exam, and France, Germany and the U.K. are closed through 2019, 2017, and 2022 respectively. We also have other less significant tax filings currently
subject to examination.
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 believe we have established tax reserves that are appropriate given the possibility of tax adjustments. However, determining the
appropriate level of tax reserves requires judgment regarding the uncertain application of tax law and the possibility of tax adjustments. Future changes in
tax reserve requirements could have a material positive or negative impact on our results of operations, financial position and cash flows.
16. Commitments and Contingencies
From time to time, in the ordinary course of business, we are involved in litigation pertaining to, among other things, contractual rights under vendor,
insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with clients; or disputes with employees.
Some of these actions may be brought as a purported class action on behalf of a purported class of customers, employees, or others.
On October 1, 2024, one of the Ecommerce Debtors filed a complaint against Trilogy Leasing Co., LLC (“Trilogy”) in the United States Bankruptcy Court
for the Southern District of Texas seeking to recharacterize certain Equipment Supplements to which they are parties as disguised financings. On October 8,
2024, we filed a motion to intervene in that proceeding in support of the Ecommerce Debtors' position.
On November 7, 2024, Trilogy and its parent company Kingsbridge Holdings, LLC brought suit against us in the Circuit Court of Cook County, Illinois,
alleging that we are liable for certain Equipment Supplements that were executed by the Ecommerce Debtors and by Pitney Bowes Presort Services, LLC.
On December 16, 2024, we removed the litigation to the Northern District of Illinois based on diversity jurisdiction. Due to uncertainties inherent in
litigation, any actions could have a material adverse effect on our financial position, results of operations or cash flows; however, in management's opinion,
the final outcome of outstanding matters will not have a material adverse effect on our business.
82

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
17. Leased Assets and Liabilities
We lease real estate and equipment under operating and finance lease agreements. Our leases have terms of up to 15 years, and may include renewal
options. At lease commencement, a lease liability and corresponding right-of-use asset is recognized. Lease liabilities represent the present value of future
lease payments over the expected lease term, including options to extend or terminate the lease when it is reasonably certain those options will be
exercised. Lease payments include all fixed payments and variable payments tied to an index, but exclude costs such as common area maintenance charges,
property taxes, insurance and mileage. The present value of the lease liability is determined using our incremental borrowing rate at lease commencement.
Information regarding operating and financing leases is as follows:
Leases
Balance Sheet Location
December 31, 2024
December 31, 2023
Assets
Operating
Operating lease assets
$
113,357 
$
126,492 
Finance
Property, plant and equipment, net
31,271 
25,888 
Total leased assets
$
144,628 
$
152,380 
Liabilities
Operating
Current operating lease liabilities
$
26,912 
$
29,882 
Noncurrent operating lease liabilities
100,804 
126,568 
Finance
Accounts payable and accrued liabilities
8,938 
8,818 
Other noncurrent liabilities
23,655 
25,656 
Total lease liabilities
$
160,309 
$
190,924 
Years Ended December 31,
Lease Cost
2024
2023
2022
Operating lease expense
$
37,640 
$
46,316 
$
33,069 
Finance lease expense
Amortization of leased assets
8,709 
6,554 
1,824 
Interest on lease liabilities
1,970 
1,750 
647 
Variable lease expense
8,888 
8,337 
8,614 
Sublease income
(335)
(466)
(744)
Total expense
$
56,872 
$
62,491 
$
43,410 
Operating lease expense includes immaterial amounts related to leases with terms of 12 months or less.
Future Lease Payments
Operating Leases
Finance Leases
Total
2025
$
37,502 
$
11,212 
$
48,714 
2026
32,435 
9,993 
42,428 
2027
28,858 
7,780 
36,638 
2028
23,742 
6,224 
29,966 
2029
16,598 
2,048 
18,646 
Thereafter
20,395 
1,052 
21,447 
Total
159,530 
38,309 
197,839 
Less: present value discount
31,814 
5,716 
37,530 
Lease liability
$
127,716 
$
32,593 
$
160,309 
Future lease payments exclude $1 million of payments for leases signed but not yet commenced at December 31, 2024.
83

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Lease Term and Discount Rate
December 31, 2024
December 31, 2023
Weighted-average remaining lease term
Operating leases
5.1 years
5.3 years
Finance leases
3.9 years
7.4 years
Weighted-average discount rate
Operating leases
9.3%
8.5%
Finance leases
8.6%
13.0%
Years Ended December 31,
Cash Flow Information
2024
2023
2022
Operating cash outflows - operating leases
$
40,775 
$
40,597 
$
31,618 
Operating cash outflows - finance leases
$
1,970 
$
1,750 
$
647 
Financing cash outflows - finance leases
$
5,310 
$
5,442 
$
4,393 
Leased assets obtained in exchange for new lease obligations
Operating leases
$
11,765 
$
37,204 
$
65,477 
Finance leases
$
12,433 
$
5,509 
$
18,534 
18. Stockholders' Equity
The following table summarizes the changes in shares of Common Stock outstanding and Treasury Stock:
Common Stock
Outstanding
Treasury Stock
Balance at December 31, 2021
174,731,395 
148,606,517 
Repurchases of common stock
(2,750,000)
2,750,000 
Issuance of treasury stock
2,049,192 
(2,049,192)
Balance at December 31, 2022
174,030,587 
149,307,325 
Retirement of treasury stock
— 
(53,000,000)
Issuance of treasury stock
2,335,246 
(2,335,246)
Balance at December 31, 2023
176,365,833 
93,972,079 
Issuance of treasury stock
6,040,034 
(6,040,034)
Balance at December 31, 2024
182,405,867 
87,932,045 
At December 31, 2024, 29,499,585 shares were reserved for issuance under our stock plans and dividend reinvestment program.
84

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
19. Accumulated Other Comprehensive Loss
Reclassifications out of accumulated other comprehensive loss were as follows:
Gain (Loss) Reclassified from AOCL (a)
Years Ended December 31,
2024
2023
2022
Cash flow hedges
Cost of sales
$
— 
$
(33)
$
178 
Interest expense
10,124 
9,708 
549 
Total before tax
10,124 
9,675 
727 
Tax provision
2,531 
2,419 
181 
Net of tax
$
7,593 
$
7,256 
$
546 
Available for sale securities
Financing revenue
$
(4,851)
$
(11)
$
(9)
Tax benefit
(1,213)
(3)
(2)
Net of tax
$
(3,638)
$
(8)
$
(7)
Pension and Postretirement Benefit Plans (b)
Prior service costs
$
(278)
$
(266)
$
(208)
Actuarial losses
(25,476)
(17,181)
(39,999)
Settlement
(91,424)
(746)
(394)
Total before tax
(117,178)
(18,193)
(40,601)
Tax benefit
(29,019)
(4,461)
(9,315)
Net of tax
$
(88,159)
$
(13,732)
$
(31,286)
(a)     Amounts in parentheses indicate reductions to income and increases to other comprehensive loss.
(b)     Reclassified from accumulated other comprehensive loss to other components of net pension and postretirement cost. These amounts are included in net periodic costs
for defined benefit pension plans and postretirement medical benefit plans (see Note 14 for additional details).
85

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Changes in accumulated other comprehensive loss, net of tax, were as follows:
Cash flow hedges
Available-for-sale
securities
Pension and
postretirement benefit
plans
Foreign currency
adjustments
Total
Balance at December 31, 2021
$
3,803 
$
(6,249)
$
(756,639)
$
(21,227)
$
(780,312)
Other comprehensive income (loss) before
reclassifications
9,246 
(33,198)
9,297 
(71,344)
(85,999)
Amounts reclassified from accumulated other
comprehensive loss
(546)
7 
31,286 
— 
30,747 
Net other comprehensive income (loss)
8,700 
(33,191)
40,583 
(71,344)
(55,252)
Balance at December 31, 2022
12,503 
(39,440)
(716,056)
(92,571)
(835,564)
Other comprehensive income (loss) before
reclassifications
1,715 
5,969 
(55,128)
25,279 
(22,165)
Amounts reclassified from accumulated other
comprehensive loss
(7,256)
8 
13,732 
— 
6,484 
Net other comprehensive (loss) income
(5,541)
5,977 
(41,396)
25,279 
(15,681)
Balance at December 31, 2023
6,962 
(33,463)
(757,452)
(67,292)
(851,245)
Other comprehensive income (loss) before
reclassifications
631 
228 
(35,525)
(37,464)
(72,130)
Amounts reclassified from accumulated other
comprehensive loss
(7,593)
3,638 
88,159 
— 
84,204 
Net other comprehensive (loss) income
(6,962)
3,866 
52,634 
(37,464)
12,074 
Balance at December 31, 2024
$
— 
$
(29,597)
$
(704,818)
$
(104,756)
$
(839,171)
20. Stock-Based Compensation Plans
We may grant restricted stock units, non-qualified stock options and other stock awards to eligible employees. All stock-based awards are approved by the
Executive Compensation Committee of the Board of Directors. We settle stock awards with treasury shares. At December 31, 2024, there were 18,148,363
shares available for future grants.
Restricted Stock Units
Restricted stock units (RSUs) typically vest ratably over a three-year service period and entitle the holder to shares of common stock as the units vest.
RSUs granted in 2023 included 1,513,928 awards subject to a performance target. The following table summarizes information about RSUs:
2024
2023
Shares
Weighted average
fair value
Shares
Weighted average
fair value
Outstanding - beginning of the year
5,525,193 
$
5.74 
7,197,755 
$
6.09 
Granted
2,042,275 
4.88 
2,068,825 
4.19 
Vested
(4,579,834)
5.86 
(2,819,824)
5.53 
Forfeited
(979,014)
4.22 
(921,563)
5.63 
Outstanding - end of the year
2,008,620 
$
5.29 
5,525,193 
$
5.74 
The fair value of RSUs is determined based on the stock price on the grant date less the present value of expected dividends. At December 31, 2024, there
was $2 million of unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted-average period of 1.0 years. The
intrinsic value of RSUs outstanding at December 31, 2024 was $15 million. The fair value of RSUs vested during 2024, 2023 and 2022 was $22 million,
$12 million and $11 million, respectively. During 2022, we granted 5,280,429 RSUs at a weighted average fair value of $4.82.
In 2024 and 2023, RSUs granted include 226,581 and 222,833, respectively, to non-employee directors. These RSUs vest one year from the grant date.
86

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
Performance Stock Units
Performance stock units (PSUs) are stock awards where the number of shares ultimately awarded is based upon the attainment of certain performance
targets and total shareholder return relative to peer companies. PSUs vest at the end of a three-year service period.
2024
2023
Shares
Weighted average
fair value
Shares
Weighted average
fair value
Outstanding - beginning of the year
811,620 
$
9.57 
811,620 
$
9.57 
Granted
2,472,987 
4.90 
— 
— 
Vested
(266,618)
5.29 
— 
— 
Release of deferred shares
(804,281)
9.50 
— 
— 
Forfeited
(1,132,351)
4.20 
— 
— 
Outstanding - end of the year
1,081,357 
$
5.62 
811,620 
$
9.57 
Stock Options
Stock options are granted at an exercise price equal to or greater than the market price of our common stock on the grant date. Options typically vest ratably
over three years and expire ten years from the grant date. We did not grant any options in 2023 or 2022. In 2024, options granted were fully vested.
Accordingly, at December  31, 2024, there was no unrecognized compensation cost. The intrinsic value of options outstanding and exercisable at
December 31, 2024 was $3 million.
The following table summarizes information about stock option activity:
2024
2023
Shares
Per share weighted
average exercise
prices
Shares
Per share weighted
average exercise
prices
Options outstanding - beginning of the year
9,151,645 
$
9.50 
10,027,048 
$
9.91 
Granted
1,500,000 
9.00 
— 
— 
Exercised
(2,315,720)
4.32 
— 
— 
Canceled
(74,680)
9.43 
(435,403)
7.91 
Expired
— 
— 
(440,000)
20.27 
Options outstanding - end of the year
8,261,245 
$
10.87 
9,151,645 
$
9.50 
Options exercisable - end of the year
8,261,245 
$
10.87 
9,057,268 
$
9.52 
The following table provides additional information about stock options outstanding and exercisable at December 31, 2024:
Options Outstanding and Exercisable
Range of per share exercise prices
Shares
Per share weighted-
average exercise price
Weighted-average
remaining contractual
life
$3.98 - $6.60
1,928,656 
$
5.93 
4.1 years
$8.55 - $9.00
2,191,029 
$
8.91 
2.7 years
$12.64 - $21.54
4,141,560 
$
14.21 
2.0 years
8,261,245 
$
10.87 
2.7 years
87

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
The following table lists the weighted average assumptions used to calculate the fair value of stock options granted in 2024:
Expected dividend yield
2.2 %
Expected stock price volatility
55.3 %
Risk-free interest rate
4.3 %
Expected life
2 years
Weighted-average fair value per option granted
$1.64
Fair value of options granted
$2,460
Employee Stock Purchase Plan (ESPP)
We maintain a non-compensatory ESPP that enables substantially all U.S. and Canadian employees to purchase shares of our common stock at an offering
price of 95% of the average market price on the offering date. At no time will the exercise price be less than the lowest price permitted under Section 423
of the Internal Revenue Code. Employees purchased 263,635 shares and 371,982 shares in 2024 and 2023, respectively. We have reserved 3,801,881
common shares for future purchase under the ESPP.
88

PITNEY BOWES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share amounts)
21. Quarterly Financial Data (unaudited)
As a result of the Ecommerce Restructuring in the third quarter of 2024, certain revenues and expenses are now reported as discontinued operations in our
Consolidated Statements of Operations. Accordingly, all prior periods have been recast.
First

Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
2024
Revenue
$
521,269 
$
489,745 
$
499,463 
$
516,121 
$
2,026,598 
Cost of revenue
248,522 
239,266 
237,990 
238,520 
964,298 
Operating expenses
225,143 
258,333 
305,353 
325,798 
1,114,627 
Income (loss) from continuing operations before income taxes
47,604 
(7,854)
(43,880)
(48,197)
(52,327)
Provision (benefit) for income taxes
15,500 
2,271 
(166,466)
(6,134)
(154,829)
Income (loss) from continuing operations
32,104 
(10,125)
122,586 
(42,063)
102,502 
(Loss) income from discontinued operations, net of tax
(34,989)
(14,742)
(261,058)
4,690 
(306,099)
Net loss
$
(2,885)
$
(24,867)
$
(138,472)
$
(37,373)
$
(203,597)
Basic earnings (loss) per share 
Continuing operations
$
0.18 
$
(0.06)
$
0.68 
$
(0.23)
$
0.57 
Discontinued operations
(0.20)
(0.08)
(1.45)
0.03 
(1.71)
Net loss
$
(0.02)
$
(0.14)
$
(0.77)
$
(0.21)
$
(1.13)
Diluted earnings (loss) per share 
 
Continuing operations
$
0.18 
$
(0.06)
$
0.67 
$
(0.23)
$
0.56 
Discontinued operations
(0.19)
(0.08)
(1.42)
0.03 
(1.68)
Net loss
$
(0.02)
$
(0.14)
$
(0.75)
$
(0.21)
$
(1.12)
First

Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
2023
Revenue
$
548,645 
$
500,831 
$
503,033 
$
526,416 
$
2,078,925 
Cost of revenues
286,336 
255,371 
248,025 
258,583 
1,048,315 
Operating expenses
237,864 
278,200 
228,081 
330,385 
1,074,530 
Income (loss) from continuing operations before income taxes
24,445 
(32,740)
26,927 
(62,552)
(43,920)
Provision (benefit) for income taxes
6,588 
2,628 
9,115 
(984)
17,347 
Income (loss) from continuing operations
17,857 
(35,368)
17,812 
(61,568)
(61,267)
Loss from discontinued operations, net of tax
(25,594)
(106,167)
(30,331)
(162,268)
(324,360)
Net loss
$
(7,737)
$
(141,535)
$
(12,519)
$
(223,836)
$
(385,627)
Basic earnings (loss) per share :
Continuing operations
$
0.10 
$
(0.20)
$
0.10 
$
(0.35)
$
(0.35)
Discontinued operations
(0.15)
(0.60)
(0.17)
(0.92)
(1.85)
Net loss
$
(0.04)
$
(0.81)
$
(0.07)
$
(1.27)
$
(2.20)
Diluted earnings (loss) per share 
Continuing operations
$
0.10 
$
(0.20)
$
0.10 
$
(0.35)
$
(0.35)
Discontinued operations
(0.14)
(0.60)
(0.17)
(0.92)
(1.85)
Net loss
$
(0.04)
$
(0.81)
$
(0.07)
$
(1.27)
$
(2.20)
The sum of earnings per share amounts may not equal the totals due to rounding.
(1)
(1)
(1)
(1):
(1) 
89

PITNEY BOWES INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
Description
Balance at beginning
of year
Additions charged to
expense
Deductions
Balance at end of year
Valuation allowance for deferred tax asset
2024
$
159,342 
$
55,412 
$
(8,313)
$
206,441 
2023
$
157,450 
$
9,826 
$
(7,934)
$
159,342 
2022
$
121,778 
$
44,188 
$
(8,516)
$
157,450 
90

Exhibit 4
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Pitney Bowes Inc. (“Pitney Bowes”, the “Company”, “we”, “our” or “us”) has two classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $1.00 per
share (the “Common Stock”) and our 6.70% Notes Due 2043 (the “notes”). When we refer to “Pitney Bowes”, the “Company”,
“we”, “our” and “us” in this exhibit, we mean only Pitney Bowes Inc., and not Pitney Bowes Inc. together with any of its
subsidiaries, unless the context indicates or requires otherwise.
DESCRIPTION OF COMMON STOCK
The following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a
summary description, it does not contain all of the information that may be important to you. For a more detailed description of
the Common Stock, you should refer to the provisions of our restated certificate of incorporation (the “certificate of
incorporation”) and our by-laws, as amended and restated, each of which is an exhibit to the Annual Report on Form 10-K to
which this description is an exhibit.
General
Under the certificate of incorporation, the Company is authorized to issue up to 480,000,000 shares of Common Stock with a par
value of $1.00 per share, 600,000 shares of cumulative preferred stock with a par value of $50.00 per share (the “preferred
stock”) and 5,000,000 shares of preference stock without a par value (the “preference stock”). The shares of Common Stock
currently outstanding are fully paid and nonassessable. As of January 31, 2025, there were 182,786,974 shares of Common Stock
outstanding and no shares of preferred stock or preference stock outstanding. The Board of Directors has the authority to make,
alter, amend or repeal the by-laws, subject to certain limitations set forth in the certificate of incorporation and the by-laws.
No Preemptive, Redemption or Conversion Rights
The Common Stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not
subject to call. Holders of shares of Common Stock have no preemptive rights to maintain their percentage of ownership in future
offerings or sales of stock of the Company.
Voting Rights
Holders of shares of Common Stock have one vote per share in all elections of directors and on all other matters submitted to a
vote of stockholders of the Company. Holders of shares of Common Stock do not have cumulative voting rights.

Board of Directors
Our Board of Directors is not classified. Our by-laws establish that the size of the whole Board of Directors shall be not less than
3, with the exact number of directors to be fixed from time to time by a duly adopted resolution of the Board of Directors.
No Action by Stockholder Consent
The certificate of incorporation prohibits action that is required or permitted to be taken at any annual or special meeting of
stockholders of the Company from being taken by the written consent of stockholders without a meeting.
Power to Call Special Stockholder Meeting
Under Delaware law, a special meeting of stockholders may be called by our Board of Directors or by any other person
authorized to do so in the certificate of incorporation or by-laws. Pursuant to our by-laws, special meetings of the stockholders
may be called, for any purpose or purposes, only by the Board of Directors at any time pursuant to a resolution approved by the
majority of the Board of Directors.
Advance Notice Requirements
Our by-laws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates
for election as directors or other business to be brought before meetings of our stockholders. These procedures provide that notice
of stockholder proposals of these kinds must be timely given in writing to the Secretary of the Company before the meeting at
which the action is to be taken. Generally, to be timely, notice of stockholder proposals generally must be delivered no later than
the 90th and no earlier than the 120th day before the first anniversary of the preceding year’s annual meeting. However, in the
event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary, notice must be delivered
no earlier than the 120th day before such annual meeting and no later than the latest of (i) the 90th day before such annual
meeting or (ii) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such
annual meeting, the 10th day following the day on which public announcement is first made. The notice must contain certain
information specified in the by-laws.
Dividend Rights
Subject to the preferences applicable to any outstanding shares of preferred stock or preference stock, the holders of Common
Stock are entitled to receive dividends, if any, when and as declared, from time to time, by our Board of Directors out of the
assets legally available therefor.
Liquidation, Dissolution or Similar Rights
Subject to the preferences applicable to any outstanding shares of preferred stock or preference stock, upon the dissolution,
liquidation or winding up of the Company, the remainder of the assets of the Company shall be distributed ratably among the
holders of the shares of Common Stock at the time outstanding.
    

DESCRIPTION OF THE NOTES
The following summary description sets forth some of the general terms and provisions of the notes. Because this is a summary
description, it does not contain all of the information that may be important to you. For a more detailed description of the notes,
you should refer to the provisions of the indenture dated as of February 14, 2005, as amended or supplemented from time to time
(the “indenture”), between us and The Bank of New York Mellon (formerly known as The Bank of New York), as successor
trustee to Citibank, N.A., as trustee (the “trustee”), which has been filed as an exhibit to our registration statement on Form S-3
(File No. 333-151753) filed with the SEC on June 18, 2008.
General
As of December 31, 2024, there was $425 million total principal amount of the notes outstanding. We may, without the consent
of the holders of the notes, issue additional senior debt securities having the same ranking and the same interest rate, maturity
date and other terms as the notes. Any such additional senior debt securities, together with the notes currently outstanding, will
constitute a single series of senior debt securities under the indenture.
The notes are our unsecured senior obligations and rank equally with all of our other unsubordinated debt. The notes do not
constitute obligations of our subsidiaries. Creditors of our subsidiaries are entitled to a claim on the assets of those subsidiaries
Consequently, in the event of a liquidation or reorganization of any subsidiary, creditors of the subsidiary are likely to be paid in
full before any distribution is made to the Company and holders of notes, except to the extent that the Company is itself
recognized as a creditor of such subsidiary, in which case the Company’s claims would still be subordinate to any security
interests in the assets of such subsidiary and any debt of such subsidiary senior to that held by the Company.
The notes will mature at 100% of their principal amount on March 7, 2043. However, we may redeem, or may be required to
repurchase, the notes prior to their maturity at a redemption or repurchase price described below under “Optional Redemption” or
“Change of Control Offer”, respectively. There is no sinking fund for the notes.
The notes have been issued only in minimum denominations of $25.00 or an integral multiple of $25.00 in excess thereof.
We will not pay any additional amounts to compensate any beneficial owner of notes for any United States tax withheld from
payments of principal of or premium, if any, or interest on the notes.
The notes are subject to defeasance in the manner described under the heading “Defeasance” below.
Principal and interest is payable, and transfers of the notes may be registered, at the office or offices or agency we maintain for
such purposes, provided that payment of interest on the notes will be paid at such place by check mailed to the persons entitled
thereto at the addresses of such persons appearing on the security register. The notes have been issued as global debt securities.
For more information, please refer to “Book-Entry Delivery and Form” below. DTC will be the
    

depositary with respect to the notes. The notes have been issued as fully-registered securities in the name of Cede & Co., DTC’s
nominee.
Interest
The notes bear interest from the most recent interest payment date (as defined below) on which we paid or provided for interest
on the notes, at the rate of 6.70% per annum. We pay interest on each note quarterly in arrears on March 7, June 7, September 7
and December 7 of each year. We refer to each of these dates as an “interest payment date”. We pay interest on the notes on an
interest payment date to the person in whose name that note was registered at the close of business on the date that is 15 calendar
days immediately preceding an interest payment date, whether or not a business day, which we refer to herein as a “regular record
date”. Interest on the notes is paid on the basis of a 360-day year comprised of twelve 30-day months.
In the event that an interest payment date, stated maturity date or date of earlier redemption or repurchase, as the case may be, is
not a business day, we will pay interest on the next day that is a business day, with the same force and effect as if made on such
interest payment date, stated maturity date or date of earlier redemption or repurchase, as the case may be, and without any
interest or other payment with respect to the delay. For purposes of the notes, a “business day” is a day other than a Saturday, a
Sunday or any other day on which banking institutions in The City of New York are authorized or required by law or executive
order to remain closed.
Optional Redemption
We may redeem the notes at our option, in whole or in part in $25.00 increments, at any time or from time to time on or after
March 7, 2018 at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed, plus accrued
and unpaid interest, if any, on those notes to the redemption date; provided, however, that interest shall be payable on an interest
payment date that falls on or before the redemption date to holders of notes on the regular record date for such interest payment
date.
If we have given notice as provided in the indenture and made funds available for the redemption of any notes called for
redemption on the redemption date referred to in that notice, those notes will cease to bear interest on that redemption date. We
will give written notice of any redemption of any notes to holders of the notes to be redeemed at their addresses, as shown in the
security register for the notes, at least 30 days and not more than 60 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the date fixed for redemption, the redemption price and the aggregate principal
amount of the notes to be redeemed.
If we choose to redeem less than all of the notes, we will notify the trustee at least 60 days before giving notice of redemption, or
such shorter period as is satisfactory to the trustee, of the aggregate principal amount of the notes to be redeemed and the
applicable redemption date. The trustee will select, in such manner as it shall deem appropriate and fair, the notes to be redeemed
in part.
    

Change of Control Offer
If a change of control triggering event occurs, unless we have exercised our option to redeem the notes as described above under
“Optional Redemption”, we will be required to make an offer (the “change of control offer”) to each holder of notes to repurchase
all or any part (equal to a principal amount of $25.00 or an integral multiple of $25.00 in excess thereof) of that holder’s notes on
the terms set forth in the notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the
principal amount of the notes to be repurchased plus accrued and unpaid interest, if any, on the notes to be repurchased to the date
of repurchase (the “change of control payment”), subject to the rights of holders of the notes on a regular record date to receive
interest due on the related interest payment date falling on or prior to the date of repurchase.
Within 30 days following any change of control triggering event or, at our option, prior to any change of control, but after public
announcement of the transaction that constitutes or may constitute the change of control, we will mail a notice to holders of the
notes, with a copy to the trustee, describing the transaction that constitutes or may constitute the change of control triggering
event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the “change of control payment date”). The notice, if mailed prior to the
date of consummation of the change of control, will state that the offer to purchase is conditioned on the change of control
triggering event occurring on or prior to the change of control payment date. In the event that such offer to purchase fails to
satisfy the condition in the preceding sentence, we will cause another notice meeting the aforementioned requirements to be
mailed to holders of the notes.
On the change of control payment date, we will, to the extent lawful:
•
accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;
•    deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes
properly tendered; and
•    deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the
aggregate principal amount of notes or portions of notes being repurchased.
The paying agent will promptly transmit to each holder of properly tendered notes the change of control payment for the notes
being repurchased, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a
new note equal in principal amount to any unrepurchased portion, if any, of any notes surrendered; provided, that each new note
will be in a principal amount of $25.00 or an integral multiple of $25.00 in excess thereof.
We will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third
party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us
and the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase
any notes if there has occurred and is continuing on the change of control
    

payment date an event of default under the indenture, other than a default in the payment of the change of control payment upon a
change of control triggering event.
Upon the occurrence of a change of control triggering event, we may not have sufficient funds to repurchase the notes in the
amount of the change of control payment in cash at such time. In addition, our ability to repurchase the notes for cash may be
limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. The failure to make such
repurchase would result in a default under the notes.
We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a
change of control triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the
change of control offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed
to have breached our obligations under the change of control offer provisions of the notes by virtue of any such conflict.
For purposes of the change of control offer provisions of the notes, the following terms will be applicable:
“Change of control” means the occurrence of any of the following: (1) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3)
of the Exchange Act) (other than Pitney Bowes, any subsidiary or employee benefit plan of Pitney Bowes or employee benefit
plan of any subsidiary of Pitney Bowes) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the voting stock of Pitney Bowes or other voting stock into which the voting
stock of Pitney Bowes is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of
shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or more series of transactions approved by the board of directors of Pitney Bowes as part of a single plan, of 85% or more of
the total consolidated assets of Pitney Bowes as shown on Pitney Bowes’s most recent audited balance sheet, to one or more
“persons” (as that term is defined in the indenture) (other than Pitney Bowes or one of the subsidiaries of Pitney Bowes); or (3)
the first day on which a majority of the members of the board of directors of Pitney Bowes are not continuing directors.
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) Pitney Bowes becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of
such holding company immediately following that transaction are substantially the same as the holders of the voting stock of
Pitney Bowes immediately prior to that transaction or (B) immediately following that transaction, no person or group (other than
a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50%
of the voting stock of such holding company.
“Change of control triggering event” means the occurrence of both a change of control and a rating event.
“Continuing directors” means, as of any date of determination, any member of the board of directors of Pitney Bowes who
(1) was a member of such board of directors on the date the notes
    

were issued or (2) was nominated for election, elected or appointed to such board of directors with the approval of a majority of
the continuing directors who were members of such board of directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of the proxy statement of Pitney Bowes in which such member was named as a nominee
for election as a director, without objection to such nomination).
“Investment grade rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or rating agencies
selected by Pitney Bowes.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Rating agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the notes or fails
to make a rating of the notes publicly available, in each case for reasons outside of the control of Pitney Bowes, a “nationally
recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by Pitney Bowes
(as certified by a resolution of the board of directors of Pitney Bowes) as a replacement agency for Moody’s or S&P, or both of
them, as the case may be.
“Rating event” means the rating on the notes is lowered by each of the rating agencies and the notes are rated below an
investment grade rating by each of the rating agencies on any day within the 60-day period (which 60-day period will be
extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the
rating agencies) after the earlier of (1) the occurrence of a change of control and (2) public notice of the occurrence of a change
of control or the intention of Pitney Bowes to effect a change of control; provided, however, that a rating event otherwise arising
by virtue of a particular reduction in rating will be deemed not to have occurred in respect of a particular change of control (and
thus will not be deemed a rating event for purposes of the definition of change of control triggering event) if the rating agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the
trustee in writing at Pitney Bowes’s or its request that the reduction was the result, in whole or in part, of any event or
circumstance consisting of or arising as a result of, or in respect of, the applicable change of control (whether or not the
applicable change of control has occurred at the time of the rating event).
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.
“Voting stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as
of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of
such person.
Certain Covenants
Set forth below are certain covenants applicable to the notes. You can find the definitions of certain terms used in this section
under “Certain Covenant Definitions”.
    

Limitation on Liens
So long as any of the notes remain outstanding, we will not, nor will we permit any Restricted Subsidiary to, issue, assume,
guarantee or become liable for any Indebtedness if that Indebtedness is secured by a Mortgage upon any Principal Domestic
Manufacturing Plant or upon any shares of stock or Indebtedness of any Restricted Subsidiary without in any such case
effectively providing that the notes will be secured equally and ratably with (or prior to) that Indebtedness, except that the
foregoing restrictions will not apply to:
•    Mortgages on property of any corporation existing at the time that corporation is acquired by us or a Restricted Subsidiary
(including by way of merger or consolidation) or at the time of a sale, lease or other disposition of all or substantially all
of the properties of a corporation to us or a Restricted Subsidiary, as long as any such Mortgage is not extended to cover
any property previously owned by us or a Restricted Subsidiary;
•    Mortgages on property of a corporation existing at the time the corporation first becomes a Restricted Subsidiary;
•    Mortgages on any property existing on the date the notes are first issued under the indenture or when we acquired that
property;
•    Mortgages securing any Indebtedness that a wholly-owned Restricted Subsidiary owes to us or another wholly-owned
Restricted Subsidiary;
•    Mortgages that we enter into within specified time periods to finance the acquisition, repair, improvement or construction
of any property;
•    mechanics’ liens, tax liens, liens in favor of a governmental body to secure progress payments or the acquisition of real or
personal property from the governmental body, and other specified liens which were not incurred in connection with any
borrowing of money, as long as we are contesting those liens in good faith or those liens do not materially impair the use
of any Principal Domestic Manufacturing Plant;
•    Mortgages arising from any judgment, decree or order of a court in a pending proceeding;
•    any extension, renewal or replacement of any of the Mortgages described above, as long as the amount of Indebtedness
secured does not exceed the amount originally secured plus any fees incurred in connection with the refinancing.
Notwithstanding the above, we may issue, assume, guarantee or become liable for, and may permit any Restricted Subsidiary to
issue, assume, guarantee or become liable for, secured Indebtedness which would otherwise be subject to the foregoing
restrictions, provided that the total of the aggregate amount of that Indebtedness then outstanding, excluding secured
Indebtedness permitted under the foregoing exceptions, together with the aggregate amount of all Attributable Debt with respect
to sale and leaseback transactions, does not exceed 15% of Consolidated Net Tangible Assets.
Limitation on Sales and Leasebacks
We will not, nor will we permit any Restricted Subsidiary to, enter into any sale and leaseback arrangement involving a Principal
Domestic Manufacturing Plant which has a term of more than
    

three years, except for sale and leaseback arrangements between us and a wholly-owned Restricted Subsidiary or between
wholly-owned Restricted Subsidiaries, unless:
•       we enter into the sale and leaseback transaction within 180 days after the Principal Domestic Manufacturing Plant is
acquired, constructed or placed into service by us;
•    the rent that we pay under the related lease is reimbursed under a contract between us or a Restricted Subsidiary and the
United States government or one of its agencies or instrumentalities;
•    the aggregate amount of all Attributable Debt with respect to sale and leaseback transactions plus all Indebtedness secured
by Mortgages on Principal Domestic Manufacturing Plants or upon shares of stock or Indebtedness of any Restricted
Subsidiary (with the exception of secured Indebtedness which is excluded as described under “Limitation on Liens”
above) does not exceed 15% of Consolidated Net Tangible Assets; or
•    we apply an amount equal to, in the case of a sale or transfer for cash, the lesser of the net proceeds of the sale or transfer
of the Principal Domestic Manufacturing Plant and the net book value, or, in the case of a sale or transfer otherwise than
for cash, the lesser of the fair market value of the Principal Domestic Manufacturing Plant and the net book value, within
180 days of the effective date of the sale and leaseback arrangement to the retirement of our or a Restricted Subsidiary’s
unsubordinated Indebtedness, which may include the notes. However, we cannot satisfy this test by retiring Indebtedness
that we were otherwise obligated to repay within the 180-day period.
Consolidation, Merger or Sale of Assets
We shall not consolidate or merge with or into any other corporation and shall not sell, lease or convey our assets as an entirety,
or substantially as an entirety, to another corporation if, as a result of that action, any of our assets would become subject to a
Mortgage, unless either:
•    that Mortgage could be created under the indenture without equally and ratably securing the notes; or
•    the notes will be secured equally and ratably with or prior to the Indebtedness secured by that Mortgage.
The indenture provides that we may consolidate with, sell, convey or lease all or substantially all of our assets to, or merge with
or into, any other corporation, if:
•    either we are the continuing corporation or the successor corporation is a domestic corporation and expressly assumes the
due and punctual payment of the principal of and premium, if any, and interest on all the debt securities outstanding under
the indenture, including the notes, according to their tenor and the due and punctual performance and observance of all of
the covenants and conditions of the indenture to be performed or observed by us; and
•    immediately after such merger, consolidation, sale, conveyance or lease, we or such successor corporation, as the case may
be, is not in material default in the performance or observance of any such covenant or condition.
    

Certain Covenant Definitions
For purposes of the foregoing covenants applicable to the notes, the following terms will be applicable:
“Attributable Debt” in respect of a sale and leaseback arrangement means, at the time of determination, the lesser of:
•    the sale price of the Principal Domestic Manufacturing Plant to be leased multiplied by a fraction the numerator of which
is the remaining portion of the base term of the lease and the denominator of which is the base term of the lease; and
•    the total rental payments under the lease discounted to present value using an interest factor determined in accordance with
generally accepted financial practice. However, if we cannot readily determine that interest factor, we will use an annual
rate of 11%, compounded semi-annually. We will also exclude from rental payments any amounts paid on account of
property taxes, maintenance, repairs, insurance, water rates and other items which are not payments for property rights.
“Consolidated Net Tangible Assets” means as of any particular time, the aggregate amount of assets after deducting current
liabilities, goodwill, patents, copyrights, trademarks, and other intangibles, in each case as shown on our most recent consolidated
financial statements prepared in accordance with U.S. generally accepted accounting principles.
“Consolidated Net Worth” means the sum of (1) the par value of our capital stock, (2) our capital in excess of par value and
(3) retained earnings, in each case as shown on our most recent consolidated financial statements prepared in accordance with
U.S. generally accepted accounting principles.
“Indebtedness” means any notes, bonds, debentures or other similar indebtedness for money borrowed.
“Mortgage” means a mortgage, security interest, pledge or lien.
“Principal Domestic Manufacturing Plant” means any manufacturing or processing plant or warehouse (other than any plant
or warehouse which, in the opinion of our board of directors, is not material to our total business), including land and fixtures,
which is owned by us or a Subsidiary, located in the United States and has a gross book value (without deduction of any
depreciation reserves) on the determination date of more than 1% of our Consolidated Net Worth.
“Restricted Subsidiary” means any Subsidiary of ours which
•    is organized under the laws of the United States or any state of the United States or the District of Columbia;
•    transacts all or a substantial part of its business in the United States; and
•    owns a Principal Domestic Manufacturing Plant.
However, “Restricted Subsidiary” does not include Pitney Bowes Credit Corporation or any other Subsidiary which
    

•    is primarily engaged in providing or obtaining financing for the sale or lease of products that we or our Subsidiaries sell or
lease or is otherwise primarily engaged in the business of a finance company; or
•       is primarily engaged in the business of owning, developing or leasing real property other than a Principal Domestic
Manufacturing Plant.
“Subsidiary” means any corporation of which at least a majority of the outstanding voting stock is owned by us, or by us and
one or more Subsidiaries, or by one or more Subsidiaries.
Trustee, Paying Agent, Authenticating Agent and Registrar
The Bank of New York Mellon acts as trustee for the notes, which have been issued under the indenture. From time to time, we
and some of our subsidiaries maintain deposit accounts and conduct other banking transactions, including lending transactions,
with the trustee in the ordinary course of business.
Notices
Any notices required to be given to the holders of the notes will be given to DTC.
Governing Law
The indenture and the notes are governed by, and will be construed in accordance with, New York law.
Book-Entry Delivery and Form
The notes have been issued in the form of one or more global securities that were deposited upon issuance with the trustee as
custodian for DTC in New York, New York, and registered in the name of Cede & Co., DTC’s nominee.
Beneficial interests in the global securities are represented through book-entry accounts of financial institutions acting on behalf
of beneficial owners as direct or indirect participants in DTC. Investors hold their interests in the global securities through either
DTC (in the United States) or (in Europe) through Clearstream or Euroclear. Investors may hold their interests in the global
securities directly if they are participants of such systems, or indirectly through organizations that are participants in these
systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in
Clearstream’s and Euroclear’s names on the books of their respective U.S. depositaries, which in turn will hold these interests in
customers’ securities accounts in the depositaries’ names on the books of DTC. Except as set forth below, the global securities
may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
Notes represented by a global security can be exchanged for definitive securities in registered form only if:
•    DTC notifies us that it is unwilling or unable to continue as depositary for that global security and we do not appoint a
successor depositary within 90 days after receiving that notice;
    

•    at any time DTC ceases to be a clearing agency registered or in good standing under the Exchange Act or other applicable
law and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be
registered or in good standing as a clearing agency; or
•       we determine that that global security will be exchangeable for definitive securities in registered form and notify the
trustee of our decision.
A global security that can be exchanged as described in the preceding paragraph will be exchanged for definitive securities of the
same series and terms issued in authorized denominations in registered form for the same aggregate principal amount. The
definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by
DTC.
We will make principal, premium, if any, and interest payments on all notes represented by a global security to the paying agent
which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of
the notes represented by a global security for all purposes under the indenture. Accordingly, we, the trustee and any paying agent
will have no responsibility or liability for:
•        any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a note
represented by a global security;
•    any other aspect of the relationship between DTC and its participants or the relationship between those participants, and
the owners of beneficial interests in a global security held through those participants, or the maintenance, supervision or
review of any of DTC’s records relating to those beneficial ownership interests.
DTC has advised us that its practice is to credit participants’ accounts on each payment date with payments in amounts
proportionate to their respective beneficial interests in the principal amount of such global security as shown on DTC’s records
upon DTC’s receipt of funds and corresponding detail information. Payments by participants to owners of beneficial interests in a
global security will be governed by standing instructions and customary practices, as is the case with securities held for customer
accounts registered in “street name”, and will be the sole responsibility of those participants. Book-entry notes may be more
difficult to pledge because of the lack of a physical note.
So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be
considered the sole owner and holder of the notes represented by that global security for all purposes of the notes. Owners of
beneficial interests in the notes will not be entitled to have notes registered in their names, will not receive or be entitled to
receive physical delivery of the notes in definitive form and will not be considered owners or holders of notes under the
indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if
that person is not a DTC participant, on the procedures of the participant through which that person owns its interest, to exercise
any rights of a holder of notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery
of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global security.
Beneficial owners may experience delays in
    

receiving payments on their notes since payments will initially be made to DTC and must then be transferred through the chain of
intermediaries to the beneficial owner’s account.
We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial
interest in a global security desires to take any action which a holder is entitled to take under the indenture, then DTC would
authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the
beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
Beneficial interests in a global security will be shown on, and transfers of those ownership interests will be effected only through,
records maintained by DTC and its participants for that global security. The conveyance of notices and other communications by
DTC to its participants and by its participants to owners of beneficial interests in the notes will be governed by arrangements
among them, subject to any statutory or regulatory requirements in effect.
Redemption notices shall be sent to DTC or its nominee, Cede & Co. If less than all of the notes are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each direct participant in such notes to be redeemed.
A beneficial owner will be required to give notice of any option to elect to have its notes repurchased by us, through its
participant, to the trustee, and will effect delivery of those notes by causing the direct participant to transfer the participant’s
interest in the global security representing those notes, on DTC’s records, to the trustee. The requirement for physical delivery of
notes in connection with a demand for repurchase will be deemed satisfied when the ownership rights in the global security
representing those notes are transferred by direct participants on DTC’s records.
Payments in respect of the notes will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding
detail information from an issuer or agent, on the payable date in accordance with their respective holdings shown on DTC’s
records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is
the case with notes held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility
of such participant and not of DTC, the agent, or the issuer, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC)
is the responsibility of the issuer or agent, disbursement of such payments to direct participants will be the responsibility of DTC,
and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.
The indenture does not limit the amount of debt securities that can be issued thereunder and provide that debt securities of any
series may be issued thereunder up to the aggregate principal amount that we may authorize from time to time. The indenture
does not limit the amount of other indebtedness or securities that we may issue.
The indenture requires the annual filing by the Company with the trustee of a certificate as to compliance with certain covenants
contained in the indenture.
    

We will comply with Section 14(e) under the Exchange Act, to the extent applicable, and any other tender offer rules under the
Exchange Act that may then be applicable, in connection with any obligation to purchase notes at the option of the holders
thereof.
Except as described herein, there are no covenants or provisions contained in the indenture that may afford the holders of the
notes protection in the event that we enter into a highly-leveraged transaction.
Events of Default
An Event of Default with respect to the debt securities of any series issued under the indenture, including the notes, is defined as:
•    default in the payment of any installment of interest upon any of the debt securities of such series as and when the same
shall become due and payable, and continuance of such default for a period of 30 days;
•    default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same
shall become due and payable either at maturity, upon any redemption, by declaration or otherwise;
•    default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or
set forth in the indenture (other than a covenant or warranty included in the indenture solely for the benefit of one or more
series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due
notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or
•    certain events of bankruptcy, insolvency or reorganization of the Company.
The indenture provides that the trustee shall notify the holders of debt securities of each series of any continuing default known to
the trustee which has occurred with respect to such series within 90 days after the occurrence thereof. The indenture provides
that, notwithstanding the foregoing, except in the case of default in the payment of the principal of, or interest, if any, on any of
the debt securities of such series, the trustee may withhold such notice if the trustee in good faith determines that the withholding
of such notice is in the interests of the holders of debt securities of such series.
The indenture provides that if an Event of Default with respect to any series of debt securities shall have occurred and be
continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of debt securities of such series
then outstanding may declare the principal amount of all debt securities of such series to be due and payable immediately, but
upon certain conditions such declaration may be annulled. Any past defaults and the consequences thereof, except a default in the
payment of principal of or interest, if any, on debt securities of such series, may be waived by the holders of a majority in
principal amount of the debt securities of such series then outstanding.
Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default with respect to any
series of debt securities shall occur and be continuing, the trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by the
    

indentures at the request or direction of any of the holders of such series, unless such holders shall have offered to such trustee
reasonable security or indemnity. The holders of a majority in aggregate principal amount of the debt securities of each series
affected and then outstanding shall have the right, subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee under the indenture or exercising any trust or power conferred
on the trustee with respect to the debt securities of such series; provided that the trustee may refuse to follow any direction which
is in conflict with any law or the indenture and subject to certain other limitations.
No holder of any debt security of any series will have any right under the indenture to institute any proceeding with respect to the
indenture or for any remedy thereunder, unless such holder shall have previously given the trustee written notice of an Event of
Default with respect to debt securities of such series and unless the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of such series also shall have made written request, and offered reasonable indemnity, to the trustee to
institute the proceeding, and the trustee shall have failed to institute the proceeding within 60 days after its receipt of such
request, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding
debt securities of such series a direction inconsistent with such request. However, the right of a holder of any debt security to
receive payment of the principal of and interest, if any, on such debt security on or after the due dates expressed in such debt
security, or to institute suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected
without the consent of such holder.
Merger
The indenture provides that the Company may consolidate with, sell, convey or lease all or substantially all of its assets to, or
merge with or into, any other corporation, if:
•    either the Company is the continuing corporation or the successor corporation is a domestic corporation and expressly
assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under the
indenture according to their tenor and the due and punctual performance and observance of all of the covenants and
conditions of the indenture to be performed or observed by the Company; and
•    immediately after such merger, consolidation, sale, conveyance or lease, the Company or such successor corporation, as
the case may be, is not in material default in the performance or observance of any such covenant or condition.
Satisfaction and Discharge of Indentures
The indenture with respect to any series of debt securities—except for certain specified surviving obligations including the
Company’s obligation to pay the principal of and interest on the debt securities of such series—will be discharged and cancelled
upon the satisfaction of certain conditions, including the payment of all the debt securities of such series or the deposit with the
trustee under the indenture of cash or appropriate government obligations or a combination thereof sufficient for such payment or
redemption in accordance with the indenture and the terms of the debt securities of such series.
    

Modification of the Indentures
The indenture contains provisions permitting the Company and the trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the debt securities of each series at the time outstanding under the indenture affected
thereby, to execute supplemental indentures adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the indenture or any supplemental indenture or modifying in any manner the rights of the holders of the debt
securities of each such series. No such supplemental indenture, however, may:
•    extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right
of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of
repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so
affected;
•    reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any
such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or
•    reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security.
Additionally, in certain circumstances prescribed in the indenture, the Company and the trustee may execute supplemental
indentures without the consent of the holders of debt securities.
Defeasance
The indenture provides, if such provision is made applicable to the debt securities of any series, that the Company may elect to
terminate, and be deemed to have satisfied and to be discharged from, all its obligations with respect to such series of debt
securities— except for the obligations to register the transfer or exchange of such debt securities, to replace mutilated, destroyed,
lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, to compensate and indemnify the
trustee and to pay or cause to be paid the principal of, and interest, if any, on all debt securities of such series when due—upon
the deposit with the trustee, in trust for such purpose, of funds or government obligations which through the payment of principal
and interest in accordance with their terms will provide funds in an amount sufficient, in the opinion of a nationally recognized
independent registered public accounting firm, to pay the principal of and premium and interest, if any, on the outstanding debt
securities of such series, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor.
We call this termination, satisfaction and discharge “defeasance.” Such a trust may be established only if, among other things:
•    the Company has delivered to the trustee an opinion of counsel with regard to certain matters, including an opinion to the
effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and discharge and will be subject to federal income tax on the same amounts and in the
    

same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, and
which opinion of counsel must be based upon:
•    a ruling of the U.S. Internal Revenue Service to the same effect; or
•       a change in applicable U.S. federal income tax law after the date of the indenture such that a ruling is no longer
required;
•    no Event of Default shall have occurred or be continuing; and
•    such deposit shall not result in a breach or violation of, or constitute a default under the indenture or any other material
agreement or instrument to which the Company is a party or by which the Company is bound.
    

Exhibit 10(ii)
PITNEY BOWES INC. 2024 STOCK PLAN
STOCK OPTION GRANT NOTICE
Pursuant to the terms and conditions of the Pitney Bowes Inc. 2024 Stock Plan (the “Plan”), and the associated
Stock Option Agreement (Immediately Exercisable), attached as Exhibit A (the “Option Agreement”), you are hereby
granted an option (this “Option”) to purchase Shares under the conditions set forth in this Stock Option Grant Notice
(the “Grant Notice”), in the Option Agreement, and in the Plan. Capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.
Type of Option:    Check one (and only one) of the following:
    Incentive Stock Option (This Option is intended to be an Incentive Stock Option (as
defined in the Plan).)
    Nonstatutory Stock Option (This Option is not intended to be an Incentive Stock Option
(as defined in the Plan).)
Optionee:    Lance Rosenzweig
Date of Grant:    November 21, 2024 (“Date of Grant”)
Number of Shares:    11,111
Exercise Price:    $9.00 per share
Note: In the case of an Incentive Stock Option, the Option Price must be at least 100% (or, in
the case of a 10% shareholder of the Company, 110%) of the Fair Market Value (as defined in
the Plan) of a share of Stock on the Date of Grant.
Expiration Date:      May 20, 2026
Note: In the case of an Incentive Stock Option, this date cannot be more than ten years (or in
the case of a 10% shareholder of the Company, more than five years) from the Date of Grant.
Vesting Schedule:     This Option is immediately exercisable on the Date of Grant. The Option Shares issuable upon
exercise of this Option shall be deemed “Nonvested Shares” unless and until they have
become “Vested Shares.” Upon the exercise of this Option for Nonvested Shares, you will be
issued shares of Restricted Stock subject to the terms and conditions of the Plan and Section 3
of the Option Agreement (the “Restricted Shares”). The Option Shares (or the Restricted
Shares, once this Option has been exercised) will become Vested Shares on the one year
anniversary of the Date of Grant; provided, however, that such Nonvested Shares will become
vested on such dates only if you remain in the employ of the Company or its Subsidiaries
continuously from the Date of Grant through the applicable vesting date.
By your signature, you hereby acknowledge your receipt of this Option granted on the Date of Grant indicated above,
which has been issued to you under the terms and conditions of this

Grant Notice, the Plan and the Option Agreement, including the vesting and risk of forfeiture provisions set forth
therein.
You understand and acknowledge that if the purchase price of the Stock under this Option is less than the Fair
Market Value of such Stock on the date of grant of this Option, then you may incur adverse tax consequences under
sections 409A and/or 422 of the Code. You acknowledge and agree that (a) you are not relying upon any determination
by the Company, its affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively,
the “Company Parties”) of the Fair Market Value of the Stock on the Date of Grant, (b) you are not relying upon any
written or oral statement or representation of the Company Parties regarding the tax effects associated with your
execution of this Grant Notice and your receipt, holding and exercise of this Option, and (c) in deciding to enter into
this Grant Notice, you are relying on your own judgment and the judgment of the professionals of your choice with
whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions,
causes of actions, suits, debts, obligations, liabilities, claims, damages, losses costs and expenses of any nature
whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with
your execution of this Grant Notice, and your receipt, holding and exercise of this Option.
You further acknowledge receipt of a copy of the Plan and the Option Agreement and agree to all of the terms
and conditions of this Grant Notice and of the Plan and the Option Agreement, which are incorporated in this Grant
Notice by reference.
Note: To accept the grant of this Option, you must execute this form and return an executed copy to Lauren
Freeman-Bosworth (the “Designated Recipient”).
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EXHIBIT A
STOCK OPTION AGREEMENT
This Agreement is made and entered into as of the Date of Grant set forth in the Stock Option Grant Notice
(“Grant Notice”) by and between Pitney Bowes Inc. (the “Company”), and you:
WHEREAS, the Company, in order to induce you to enter into and continue in dedicated service to the
Company and to materially contribute to the success of the Company, agrees to grant you an option to acquire an
interest in the Company through the purchase of shares of stock of the Company;
WHEREAS, the Company adopted the Pitney Bowes Inc. 2024 Stock Plan, as it may be amended from time to
time (the “Plan”) under which the Company is authorized to grant stock options to certain employees and service
providers of the Company;
WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this stock option
agreement (the “Agreement”) as if fully set forth herein and terms capitalized but not defined herein shall have the
meaning set forth in the Plan; and
WHEREAS, you desire to accept the option created pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable
consideration hereinafter set forth, the parties agree as follows:
1.    The Grant. Subject to the conditions set forth below, the Company hereby grants to you, effective as of the Date
of Grant set forth in the Grant Notice, as a matter of separate inducement and not in lieu of any salary or other compensation
for your employment with the Company, the right and option to purchase (the “Option”), in accordance with the terms and
conditions set forth herein and in the Plan, an aggregate of the number of shares of Stock (which may constitute Restricted
Stock) set forth in the Grant Notice (the “Option Shares”), at the Exercise Price set forth in the Grant Notice.
2.    Exercise.
(a)    This Option is immediately exercisable on the Date of Grant. Option Shares (and Restricted Shares, as
defined below) shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Upon the exercise
of this Option for Nonvested Shares, you will be issued shares of Restricted Stock subject to the terms and conditions of the
Plan and Section 3 below (the “Restricted Shares”). The Option shall in all events terminate at the close of business on the
Expiration Date set forth in the Grant Notice (the “Expiration Date”). Option Shares and/or Restricted Shares will become
Vested Shares in accordance with the vesting schedule set forth in the Grant Notice, provided that you remain in the employ
of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein.
(b)    Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the
Option to purchase all or a portion of the applicable number of Option Shares at any time prior to the termination of the
Option pursuant to this Option Agreement.

No fewer than 100 Option Shares may be purchased at any one time unless the number purchased is the total
number of Option Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option
for a fraction of an Option Share.
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(c)    Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at
its principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or other
person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and
(ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise.

(d)    Payment of the Exercise Price may be made in cash, by certified or official bank check or by wire
transfer of immediately available funds or, at your election, and with the approval of the Company, (i) by delivery to the
Company of a number of shares of Stock having a Fair Market Value as of the date of exercise equal to the Exercise Price,
(ii) by the delivery of a note, or (iii) by net issuance exercise, pursuant to which the Company will issue to you a number of
shares of Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of
exercise equal to the Exercise Price.

(e)    If you are on leave of absence for any reason, the Company may, in its sole discretion, determine that
you will be considered to still be in the employ of the Company, provided that rights to the Option or the Restricted Shares
will be limited to the extent to which those rights were earned or vested when the leave or absence began.
3.    Restricted Shares.
(a)        Escrow of Restricted Shares. The Company shall evidence the Restricted Shares issued upon the
exercise of this Option for Nonvested Shares in the manner that it deems appropriate. The Company may issue in your name
a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the
restrictions on such Restricted Shares expire as described in Section 3(d) of this Agreement or the Restricted Shares are
forfeited as contemplated in Section 4 of this Agreement. If the Company certificates the Restricted Shares, you shall
execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. You hereby
agree that the Company shall hold the Restricted Shares and, if applicable, the related stock powers pursuant to the terms of
this Agreement until such time as a certificate or certificates are delivered to you, the Restricted Shares are otherwise
transferred to you free of restrictions, or the Restricted Shares are canceled and forfeited pursuant to this Agreement.

(b)    Ownership of Restricted Shares. From and after the time that the Restricted Shares have been
issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the
right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to
the terms, conditions and restrictions set forth in this Agreement.

(c)    Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred
or otherwise alienated or hypothecated until such restrictions are removed or expire as described in Section 3(d) of this
Agreement and as described in the Grant Notice. The Restricted Shares are also restricted in the sense that they may be
forfeited to the Company. You hereby agree that if the Restricted Shares are forfeited, as provided in Section 4, the Company
shall have the right to deliver the Restricted Shares to the Company’s transfer agent for cancellation or, at the Company’s
election, for transfer to the Company to be held by the Company in treasury or any designee of the Company.
(d)    Expiration of Restrictions and Risk of Forfeiture. The restrictions on all of the Restricted Shares
granted pursuant to this Agreement will expire and the Restricted Shares will become transferable, except to the extent
provided in Section 14 of this Agreement and Sections 9(b) and 9(c) of the Plan, and nonforfeitable when the Restricted
Shares become Vested Shares as set forth in Section 2(a)
3

and the Grant Notice, provided, however, that such restrictions will expire on such dates only if you have remained in the
employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant to the applicable
vesting date.

4.    Effect of Termination of Employment. Except as provided in Sections 5 and 6, this Option may be exercised
only while you are employed by the Company and this Option and all Nonvested Shares as of the date of a termination shall
become null and void and such Nonvested Shares will be forfeited to the Company upon termination of your employment,
except as follows (unless otherwise limited by the provisions of the Plan):

(a)    Termination on Account of Disability or Death. If your employment with the Company terminates by
reason of Disability or your death, 100% of the Option Shares or Restricted Shares will become Vested Shares and this
Option, to the extent unexercised, may be exercised by you (or your estate or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of your death) at any time during the period ending on the
Expiration Date. “Disability” shall mean you are “disabled” for six months under the provisions and procedures of the
Pitney Bowes Long Term Disability (LTD) Plan, irrespective of whether you are eligible to receive benefits under the LTD
Plan, or you become entitled to receive benefits for six months under state worker’s compensation laws.

(b)        Termination other than for Gross Misconduct or Resignation for Good Reason. If your
employment with the Company is terminated by the Company other than for Gross Misconduct (as defined in the Pitney
Bowes Inc. Key Employees Incentive Plan, and determined in good faith by the Committee) or you resign for Good Reason,
100% of the Option Shares or Restricted Shares will become Vested Shares and this Option, to the extent unexercised, may
be exercised by you or by your estate (or the person who acquires this Option by will or the laws of descent and distribution
or otherwise by reason of your death) at any time during the period ending on the Expiration Date. “Good Reason” means
the occurrence of any of the following without your written consent: (a) the assignment to you of any duties materially
inconsistent in any respect with your position, authority, duties and responsibilities, or any other action by the Company
which results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an
isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by you; (b) a material reduction in your annual salary, employee benefits, or other
compensation, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and which is remedied
by the Company promptly after receipt of notice thereof given by you; or (c) the Company’s requiring you to be based at any
office or location more than 35 miles farther from your place of residence than the office or location at which you are then
employed or the Company’s requiring you to travel on Company business to a substantially greater extent; provided, that, for
a resignation by you to constitute a resignation for Good Reason hereunder, (x) you must give written notice to the Company
of the existence of the condition giving rise to Good Reason (and a detailed description thereof) within sixty (60) days
following the initial occurrence of such condition, (y) such condition must remain uncorrected for thirty (30) days following
receipt by the Company of such written notice, and (z) you must resign within thirty sixty (60) (30) days following the
expiration of the Company cure period.
5.    Extension if Exercise Prevented by Law. Notwithstanding Section 4, if the exercise of the Option within the
applicable time periods set forth in Section 4 is prevented by the provisions of Section 9, the Option will remain exercisable
until 30 days after the date you are notified by the Company that the Option is exercisable, but in any event no later than the
Expiration Date; provided, however, if the exercise of your Option is prevented by the provisions of this Section 9 for a
period of five or more business days immediately preceding the Expiration Date, the Expiration Date will be automatically
extended to the date that is five business days following the date you are notified by the Company that the Option is
exercisable.
4

The Company makes no representation as to the tax consequences of any such delayed exercise. You should consult with
your own tax advisor as to the tax consequences of any such delayed exercise.

6.    Extension if You are Subject to Section 16(b). Notwithstanding Section 4, if a sale within the applicable time
periods set forth in Section 4 of shares acquired upon the exercise of the Option would subject you to suit under Section
16(b) of the Exchange Act, the Option will remain exercisable until the earliest to occur of (1) the 10th day following the date
on which a sale of such shares by you would no longer be subject to such suit, (2) the 190th day after your termination of
employment with the Company and any Subsidiary, or (3) the Expiration Date. The Company makes no representation as to
the tax consequences of any such delayed exercise. You should consult with your own tax advisor as to the tax consequences
of any such delayed exercise.

7.    Tax Withholding. The Committee may, in its discretion, require you to pay to the Company at the time of the
exercise of an Option, vesting of Restricted Shares, or such other time, the amount that the Committee deems necessary to
satisfy the Company’s current or future obligation to withhold federal, state or local income or other taxes that you incur by
exercising an Option or upon the vesting of Restricted Shares. In connection with such an event requiring tax withholding,
you may (a) direct the Company to withhold from the shares of Stock to be issued to you the number of shares necessary or
appropriate to satisfy the Company’s obligation to withhold taxes, that determination to be in accordance with Section 9(d)
of the Plan; (b) deliver to the Company sufficient shares of Stock (based upon the Fair Market Value as of the date of such
delivery) to satisfy the Company’s tax withholding obligation; or (c) deliver sufficient cash to the Company to satisfy its tax
withholding obligations. If you elect to use a Stock withholding feature you must make the election at the time and in the
manner that the Committee prescribes. In the event the Committee subsequently determines that the aggregate Fair Market
Value (as determined above) of any shares of Stock withheld or delivered as payment of any tax withholding obligation is
insufficient to discharge that tax withholding obligation, then you shall pay to the Company, immediately upon the
Committee’s request, the amount of that deficiency in the form of payment requested by the Committee. You acknowledge
that there may be adverse tax consequences upon the exercise of the Option or vesting of the Restricted Shares and that you
have been advised, and hereby are advised, to consult a tax advisor. You represent that you are in no manner relying on the
Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or
authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial
representatives) for tax advice or an assessment of such tax consequences.
8.       Employment Relationship. For purposes of this Agreement you will be considered to be employed by the
Company or an Affiliate as long as you remain an employee of any of the Company, an Affiliate or a corporation or other
entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award.
Without limiting the scope of the preceding sentence, it is expressly provided that you will be considered to have terminated
employment with the Company (a) when you cease to be an employee of any of the Company, an Affiliate, or a corporation
or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this
Award or (b) at the time of the termination of the “Affiliate” status under the Plan of the corporation or other entity that
employs you.

9.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the grant
of the Option and the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable
requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system
upon which the Stock may then be listed. The Option may not be exercised if the issuance of shares of Stock (including
Restricted Shares) upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or
other law or regulations,
5

the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option
may not be exercised unless (a) a registration statement under the Securities Act is at the time of exercise of the Option in
effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company,
the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from
the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE OPTION MAY NOT BE
EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE
ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a
condition to the exercise of the Option, the Company may require you to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with
respect to such compliance as may be requested by the Company.
10.    Adjustments. The terms of the Option shall be subject to adjustment from time to time, in accordance with
Section 4(c) of the Plan. Adjustments made under this Section 10 shall be made by the Committee, and its determination as
to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall
be issued under the Plan on account of any such adjustments.

11.    Rights as a Stockholder. You will have no rights as a stockholder of the Company with respect to any shares of
Stock that may become deliverable hereunder unless and until you have become the holder of record of such shares of Stock,
and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such
shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

12.    Stockholder Agreement. The Committee may, in its sole discretion, condition the delivery of Stock pursuant to
the exercise of this Option upon your entering into a stockholder agreement and/or voting rights agreement in such form as
approved from time to time by the Board. You agree that in consideration for the grant of this Option you will enter into a
stockholder, investor rights, voting rights or similar agreement if requested by the Company at any future date.
13.    Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock
or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may
require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or
issuance, to execute a release and receipt therefore in such form as it shall determine.

14.       No Right to Continued Employment or Awards. Nothing contained in the adoption of the Plan nor this
Agreement shall confer upon you the right to continue in the employ of the Company or any Subsidiary, or interfere in any
way with the rights of the Company or any Subsidiary to terminate your employment at any time. The grant of the Option is
a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of
Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

15.    Notice of Sales Upon Disqualifying Disposition of ISO. If the Option is designated as an Incentive Stock
Option in the Grant Notice, you must comply with the provisions of this Section 15. You
6

must promptly notify the Chief Financial Officer of the Company if you dispose of any of the shares acquired pursuant to the
Option within one year after the date you exercise all or part of the Option or within two years after the Date of Grant. Until
such time as you dispose of such shares in a manner consistent with the provisions of this Agreement, unless otherwise
expressly authorized by the Company, you must hold all shares acquired pursuant to the Option in your name (and not in the
name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period
immediately after the Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may
place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the
Company’s stock to notify the Company of any such transfers. Your obligation to notify the Company of any such transfer
will continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

16.    Notice. Each notice required or permitted under this Agreement must be in writing and personally delivered or
sent by mail and shall be deemed to be delivered on the date on which such notice is actually received by the person to
whom it is properly addressed or if earlier the date sent via certified mail.

17.    Waiver of Notice. Any person entitled to notice hereunder may, by written form, waive such notice.

18.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you
agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be
required to deliver (including prospectuses, prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award
made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a
location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has
established or may establish for an electronic signature system for delivery and acceptance of any such documents that the
Company may be required to deliver, and agree that your electronic signature is the same as, and shall have the same force
and effect as, your manual signature.
19.       Furnish Information. You agree to furnish to the Company all information requested by the Company to
enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute
or regulation.

20.       Remedies. The Company shall be entitled to recover from you reasonable attorneys’ fees incurred in
connection with the enforcement of the terms and provisions of this Agreement whether by an action to enforce specific
performance or for damages for its breach or otherwise.

21.    No Liability for Good Faith Determinations. The Company and the members of the Committee and the
Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this
Agreement or the Option granted hereunder.

22.    Information Confidential. As partial consideration for the granting of this Option, you agree that you will keep
confidential all information and knowledge that you have relating to the manner and amount of your participation in the
Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to your
spouse, and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it
shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you,
as a factor weighing against the advisability of granting any such future award to you.
7

23.    Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to
the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the
parties with respect to the award granted hereby; provided¸ however, that the terms of this Agreement shall not modify and
shall be subject to the terms and conditions of any employment, consulting or severance agreement between the Company
(or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without
limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any,
among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The
Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with
the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that
materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of
the Company.

24.    Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement
shall be construed and enforced as if the illegal or invalid provision had never been included herein.

25.        Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE, EXCEPT TO
THE EXTENT DELAWARE STATE LAW IS PREEMPTED BY FEDERAL LAW. The obligation of the Company to sell
and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.
26.        Successors and Assigns. The Company may assign any of its rights under this Agreement without your
consent. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the
Company, its successors and assigns.

27.    Headings; References; Interpretation. The titles and headings are included for convenience only and are not
to be considered in construction of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be
references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the
meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the
context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer
to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to
the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States
dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be
construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of the parties hereto.

8

28.    No Assignment. You may not assign this Agreement or any of your rights under this Agreement without
the Company’s prior written consent, and any purported or attempted assignment without such prior written consent
shall be void.

29.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the
Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as
delivery of a manually executed counterpart of the Grant Notice.

30.    Section 409A. This Agreement is intended to comply with the Nonqualified Deferred Compensation Rules or
an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for
avoiding additional taxes or penalties under the Nonqualified Deferred Compensation Rules. Notwithstanding the foregoing,
the Company makes no representations that the payments and benefits provided under this Agreement comply with the
Nonqualified Deferred Compensation Rules and in no event shall the Company be liable for all or any portion of any taxes,
penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified
Deferred Compensation Rules.

31.    Miscellaneous.
(a)    This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the
Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the
Plan shall be controlling.

(b)    The Option may be amended by the Board or by the Committee at any time
(i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of
any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs
after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause
(i) or provided in the Plan, with your consent.
(c)    If this Option is intended to be an incentive stock option designed pursuant to section 422 of the Code,
then in the event the Option Shares (and all other options designed pursuant to section 422 of the Code granted to you by the
Company or any parent of the Company or Subsidiary) that first become exercisable in any calendar year have an aggregate
fair market value (determined for each Option Share as of the Date of Grant) that exceeds $100,000, the Option Shares in
excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option.
9

PITNEY BOWES INC. 2024 STOCK PLAN
STOCK OPTION GRANT NOTICE
Pursuant to the terms and conditions of the Pitney Bowes Inc. 2024 Stock Plan (the “Plan”), and the associated
Stock Option Agreement (Immediately Exercisable), attached as Exhibit A (the “Option Agreement”), you are hereby
granted an option (this “Option”) to purchase Shares under the conditions set forth in this Stock Option Grant Notice
(the “Grant Notice”), in the Option Agreement, and in the Plan. Capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.
Type of Option:    Check one (and only one) of the following:
    Incentive Stock Option (This Option is intended to be an Incentive Stock Option (as
defined in the Plan).)
    Nonstatutory Stock Option (This Option is not intended to be an Incentive Stock Option
(as defined in the Plan).)
Optionee:    Lance Rosenzweig
Date of Grant:    November 21, 2024 (“Date of Grant”)
Number of Shares:    1,488,889
Exercise Price:    $9.00 per share
Note: In the case of an Incentive Stock Option, the Option Price must be at least 100% (or, in
the case of a 10% shareholder of the Company, 110%) of the Fair Market Value (as defined in
the Plan) of a share of Stock on the Date of Grant.
Expiration Date: May 20, 2026
Note: In the case of an Incentive Stock Option, this date cannot be more than ten years (or in
the case of a 10% shareholder of the Company, more than five years) from the Date of Grant.
Vesting Schedule: This Option is immediately exercisable on the Date of Grant. The Option Shares issuable upon
exercise of this Option shall be deemed “Nonvested Shares” unless and until they have
become “Vested Shares.” Upon the exercise of this Option for Nonvested Shares, you will be
issued shares of Restricted Stock subject to the terms and conditions of the Plan and Section 3
of the Option Agreement (the “Restricted Shares”). The Option Shares (or the Restricted
Shares, once this Option has been exercised) will become Vested Shares on the one year
anniversary of the Date of Grant; provided, however, that such Nonvested Shares will become
vested on such dates only if you remain in the employ of the Company or its Subsidiaries
continuously from the Date of Grant through the applicable vesting date.
By your signature, you hereby acknowledge your receipt of this Option granted on the Date of Grant indicated
above, which has been issued to you under the terms and conditions of this

Grant Notice, the Plan and the Option Agreement, including the vesting and risk of forfeiture provisions set forth
therein.
You understand and acknowledge that if the purchase price of the Stock under this Option is less than the Fair
Market Value of such Stock on the date of grant of this Option, then you may incur adverse tax consequences under
sections 409A and/or 422 of the Code. You acknowledge and agree that (a) you are not relying upon any determination
by the Company, its affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively,
the “Company Parties”) of the Fair Market Value of the Stock on the Date of Grant, (b) you are not relying upon any
written or oral statement or representation of the Company Parties regarding the tax effects associated with your
execution of this Grant Notice and your receipt, holding and exercise of this Option, and (c) in deciding to enter into
this Grant Notice, you are relying on your own judgment and the judgment of the professionals of your choice with
whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions,
causes of actions, suits, debts, obligations, liabilities, claims, damages, losses costs and expenses of any nature
whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with
your execution of this Grant Notice, and your receipt, holding and exercise of this Option.
You further acknowledge receipt of a copy of the Plan and the Option Agreement and agree to all of the terms
and conditions of this Grant Notice and of the Plan and the Option Agreement, which are incorporated in this Grant
Notice by reference.
Note: To accept the grant of this Option, you must execute this form and return an executed copy to Lauren
Freeman-Bosworth (the “Designated Recipient”).

EXHIBIT A
STOCK OPTION AGREEMENT
(Immediately Exercisable)
This Agreement is made and entered into as of the Date of Grant set forth in the Stock Option Grant Notice
(“Grant Notice”) by and between Pitney Bowes Inc. (the “Company”), and you:
WHEREAS, the Company, in order to induce you to enter into and continue in dedicated service to the
Company and to materially contribute to the success of the Company, agrees to grant you an option to acquire an
interest in the Company through the purchase of shares of stock of the Company;
WHEREAS, the Company adopted the Pitney Bowes Inc. 2024 Stock Plan, as it may be amended from time to
time (the “Plan”) under which the Company is authorized to grant stock options to certain employees and service
providers of the Company;
WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this stock option
agreement (the “Agreement”) as if fully set forth herein and terms capitalized but not defined herein shall have the
meaning set forth in the Plan; and
WHEREAS, you desire to accept the option created pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable
consideration hereinafter set forth, the parties agree as follows:
1.    The Grant. Subject to the conditions set forth below, the Company hereby grants to you, effective as of the Date
of Grant set forth in the Grant Notice, as a matter of separate inducement and not in lieu of any salary or other compensation
for your employment with the Company, the right and option to purchase (the “Option”), in accordance with the terms and
conditions set forth herein and in the Plan, an aggregate of the number of shares of Stock (which may constitute Restricted
Stock) set forth in the Grant Notice (the “Option Shares”), at the Exercise Price set forth in the Grant Notice.
2.    Exercise.
(a)    This Option is immediately exercisable on the Date of Grant. Option Shares (and Restricted Shares, as
defined below) shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” Upon the exercise
of this Option for Nonvested Shares, you will be issued shares of Restricted Stock subject to the terms and conditions of the
Plan and Section 3 below (the “Restricted Shares”). The Option shall in all events terminate at the close of business on the
Expiration Date set forth in the Grant Notice (the “Expiration Date”). Option Shares and/or Restricted Shares will become
Vested Shares in accordance with the vesting schedule set forth in the Grant Notice, provided that you remain in the employ
of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein.

(b)    Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the
Option to purchase all or a portion of the applicable number of Option Shares at any time prior to the termination of the
Option pursuant to this Option Agreement.
No fewer than 100 Option Shares may be purchased at any one time unless the number purchased is the total number of
Option Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for a
fraction of an Option Share.
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(c)    Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at
its principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or other
person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and
(ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise.

(d)    Payment of the Exercise Price may be made in cash, by certified or official bank check or by wire
transfer of immediately available funds or, at your election, and with the approval of the Company, (i) by delivery to the
Company of a number of shares of Stock having a Fair Market Value as of the date of exercise equal to the Exercise Price,
(ii) by the delivery of a note, or (iii) by net issuance exercise, pursuant to which the Company will issue to you a number of
shares of Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of
exercise equal to the Exercise Price.

(e)    If you are on leave of absence for any reason, the Company may, in its sole discretion, determine that
you will be considered to still be in the employ of the Company, provided that rights to the Option or the Restricted Shares
will be limited to the extent to which those rights were earned or vested when the leave or absence began.
3.    Restricted Shares.
(a)        Escrow of Restricted Shares. The Company shall evidence the Restricted Shares issued upon the
exercise of this Option for Nonvested Shares in the manner that it deems appropriate. The Company may issue in your name
a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the
restrictions on such Restricted Shares expire as described in Section 3(d) of this Agreement or the Restricted Shares are
forfeited as contemplated in Section 4 of this Agreement. If the Company certificates the Restricted Shares, you shall
execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. You hereby
agree that the Company shall hold the Restricted Shares and, if applicable, the related stock powers pursuant to the terms of
this Agreement until such time as a certificate or certificates are delivered to you, the Restricted Shares are otherwise
transferred to you free of restrictions, or the Restricted Shares are canceled and forfeited pursuant to this Agreement.

(b)    Ownership of Restricted Shares. From and after the time that the Restricted Shares have been
issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the
right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to
the terms, conditions and restrictions set forth in this Agreement.

(c)    Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred
or otherwise alienated or hypothecated until such restrictions are removed or expire as described in Section 3(d) of this
Agreement and as described in the Grant Notice. The Restricted Shares are also restricted in the sense that they may be
forfeited to the Company. You hereby agree that if the Restricted Shares are forfeited, as provided in Section 4, the Company
shall have the right to deliver the Restricted Shares to the Company’s transfer agent for cancellation or, at the Company’s
election, for transfer to the Company to be held by the Company in treasury or any designee of the Company.
(d)    Expiration of Restrictions and Risk of Forfeiture. The restrictions on all of the Restricted Shares
granted pursuant to this Agreement will expire and the Restricted Shares will become transferable, except to the extent
provided in Section 14 of this Agreement and Sections 9(b) and 9(c) of the Plan, and nonforfeitable when the Restricted
Shares become Vested Shares as set forth in Section 2(a)
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and the Grant Notice, provided, however, that such restrictions will expire on such dates only if you have remained in the
employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant to the applicable
vesting date.

4.    Effect of Termination of Employment. Except as provided in Sections 5 and 6, this Option may be exercised
only while you are employed by the Company and this Option and all Nonvested Shares as of the date of a termination shall
become null and void and such Nonvested Shares will be forfeited to the Company upon termination of your employment,
except as follows (unless otherwise limited by the provisions of the Plan):

(a)    Termination on Account of Disability or Death. If your employment with the Company terminates by
reason of Disability or your death, 100% of the Option Shares or Restricted Shares will become Vested Shares and this
Option, to the extent unexercised, may be exercised by you (or your estate or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of your death) at any time during the period ending on the
Expiration Date. “Disability” shall mean you are “disabled” for six months under the provisions and procedures of the
Pitney Bowes Long Term Disability (LTD) Plan, irrespective of whether you are eligible to receive benefits under the LTD
Plan, or you become entitled to receive benefits for six months under state worker’s compensation laws.

(b)        Termination other than for Gross Misconduct or Resignation for Good Reason. If your
employment with the Company is terminated by the Company other than for Gross Misconduct (as defined in the Pitney
Bowes Inc. Key Employees Incentive Plan, and determined in good faith by the Committee) or you resign for Good Reason,
100% of the Option Shares or Restricted Shares will become Vested Shares and this Option, to the extent unexercised, may
be exercised by you or by your estate (or the person who acquires this Option by will or the laws of descent and distribution
or otherwise by reason of your death) at any time during the period ending on the Expiration Date. “Good Reason” means
the occurrence of any of the following without your written consent: (a) the assignment to you of any duties materially
inconsistent in any respect with your position, authority, duties and responsibilities, or any other action by the Company
which results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an
isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by you; (b) a material reduction in your annual salary, employee benefits, or other
compensation, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and which is remedied
by the Company promptly after receipt of notice thereof given by you; or (c) the Company’s requiring you to be based at any
office or location more than 35 miles farther from your place of residence than the office or location at which you are then
employed or the Company’s requiring you to travel on Company business to a substantially greater extent; provided, that, for
a resignation by you to constitute a resignation for Good Reason hereunder, (x) you must give written notice to the Company
of the existence of the condition giving rise to Good Reason (and a detailed description thereof) within sixty (60) days
following the initial occurrence of such condition, (y) such condition must remain uncorrected for thirty (30) days following
receipt by the Company of such written notice, and (z) you must resign within thirty sixty (60) (30) days following the
expiration of the Company cure period.
5.    Extension if Exercise Prevented by Law. Notwithstanding Section 4, if the exercise of the Option within the
applicable time periods set forth in Section 4 is prevented by the provisions of Section 9, the Option will remain exercisable
until 30 days after the date you are notified by the Company that the Option is exercisable, but in any event no later than the
Expiration Date; provided, however, if the exercise of your Option is prevented by the provisions of this Section 9 for a
period of five or more business days immediately preceding the Expiration Date, the Expiration Date will be automatically
extended to the date that is five business days following the date you are notified by the Company that the Option is
exercisable.
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The Company makes no representation as to the tax consequences of any such delayed exercise. You should consult with
your own tax advisor as to the tax consequences of any such delayed exercise.

6.    Extension if You are Subject to Section 16(b). Notwithstanding Section 4, if a sale within the applicable time
periods set forth in Section 4 of shares acquired upon the exercise of the Option would subject you to suit under Section
16(b) of the Exchange Act, the Option will remain exercisable until the earliest to occur of (1) the 10th day following the date
on which a sale of such shares by you would no longer be subject to such suit, (2) the 190th day after your termination of
employment with the Company and any Subsidiary, or (3) the Expiration Date. The Company makes no representation as to
the tax consequences of any such delayed exercise. You should consult with your own tax advisor as to the tax consequences
of any such delayed exercise.

7.    Tax Withholding. The Committee may, in its discretion, require you to pay to the Company at the time of the
exercise of an Option, vesting of Restricted Shares, or such other time, the amount that the Committee deems necessary to
satisfy the Company’s current or future obligation to withhold federal, state or local income or other taxes that you incur by
exercising an Option or upon the vesting of Restricted Shares. In connection with such an event requiring tax withholding,
you may (a) direct the Company to withhold from the shares of Stock to be issued to you the number of shares necessary or
appropriate to satisfy the Company’s obligation to withhold taxes, that determination to be in accordance with Section 9(d)
of the Plan; (b) deliver to the Company sufficient shares of Stock (based upon the Fair Market Value as of the date of such
delivery) to satisfy the Company’s tax withholding obligation; or (c) deliver sufficient cash to the Company to satisfy its tax
withholding obligations. If you elect to use a Stock withholding feature you must make the election at the time and in the
manner that the Committee prescribes. In the event the Committee subsequently determines that the aggregate Fair Market
Value (as determined above) of any shares of Stock withheld or delivered as payment of any tax withholding obligation is
insufficient to discharge that tax withholding obligation, then you shall pay to the Company, immediately upon the
Committee’s request, the amount of that deficiency in the form of payment requested by the Committee. You acknowledge
that there may be adverse tax consequences upon the exercise of the Option or vesting of the Restricted Shares and that you
have been advised, and hereby are advised, to consult a tax advisor. You represent that you are in no manner relying on the
Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or
authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial
representatives) for tax advice or an assessment of such tax consequences.
8.       Employment Relationship. For purposes of this Agreement you will be considered to be employed by the
Company or an Affiliate as long as you remain an employee of any of the Company, an Affiliate or a corporation or other
entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award.
Without limiting the scope of the preceding sentence, it is expressly provided that you will be considered to have terminated
employment with the Company (a) when you cease to be an employee of any of the Company, an Affiliate, or a corporation
or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this
Award or (b) at the time of the termination of the “Affiliate” status under the Plan of the corporation or other entity that
employs you.

9.    Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the grant
of the Option and the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable
requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system
upon which the Stock may then be listed. The Option may not be exercised if the issuance of shares of Stock (including
Restricted Shares) upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or
other law or regulations,
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the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option
may not be exercised unless (a) a registration statement under the Securities Act is at the time of exercise of the Option in
effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company,
the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from
the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE OPTION MAY NOT BE
EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE
ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a
condition to the exercise of the Option, the Company may require you to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with
respect to such compliance as may be requested by the Company.
10.    Adjustments. The terms of the Option shall be subject to adjustment from time to time, in accordance with
Section 4(c) of the Plan. Adjustments made under this Section 10 shall be made by the Committee, and its determination as
to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall
be issued under the Plan on account of any such adjustments.

11.    Rights as a Stockholder. You will have no rights as a stockholder of the Company with respect to any shares of
Stock that may become deliverable hereunder unless and until you have become the holder of record of such shares of Stock,
and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such
shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

12.    Stockholder Agreement. The Committee may, in its sole discretion, condition the delivery of Stock pursuant to
the exercise of this Option upon your entering into a stockholder agreement and/or voting rights agreement in such form as
approved from time to time by the Board. You agree that in consideration for the grant of this Option you will enter into a
stockholder, investor rights, voting rights or similar agreement if requested by the Company at any future date.
13.    Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock
or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may
require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or
issuance, to execute a release and receipt therefore in such form as it shall determine.

14.       No Right to Continued Employment or Awards. Nothing contained in the adoption of the Plan nor this
Agreement shall confer upon you the right to continue in the employ of the Company or any Subsidiary, or interfere in any
way with the rights of the Company or any Subsidiary to terminate your employment at any time. The grant of the Option is
a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of
Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

15.    Notice of Sales Upon Disqualifying Disposition of ISO. If the Option is designated as an Incentive Stock
Option in the Grant Notice, you must comply with the provisions of this Section 15. You
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must promptly notify the Chief Financial Officer of the Company if you dispose of any of the shares acquired pursuant to the
Option within one year after the date you exercise all or part of the Option or within two years after the Date of Grant. Until
such time as you dispose of such shares in a manner consistent with the provisions of this Agreement, unless otherwise
expressly authorized by the Company, you must hold all shares acquired pursuant to the Option in your name (and not in the
name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period
immediately after the Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may
place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the
Company’s stock to notify the Company of any such transfers. Your obligation to notify the Company of any such transfer
will continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

16.    Notice. Each notice required or permitted under this Agreement must be in writing and personally delivered or
sent by mail and shall be deemed to be delivered on the date on which such notice is actually received by the person to
whom it is properly addressed or if earlier the date sent via certified mail.

17.    Waiver of Notice. Any person entitled to notice hereunder may, by written form, waive such notice.

18.    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you
agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be
required to deliver (including prospectuses, prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award
made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a
location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has
established or may establish for an electronic signature system for delivery and acceptance of any such documents that the
Company may be required to deliver, and agree that your electronic signature is the same as, and shall have the same force
and effect as, your manual signature.
19.       Furnish Information. You agree to furnish to the Company all information requested by the Company to
enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute
or regulation.

20.       Remedies. The Company shall be entitled to recover from you reasonable attorneys’ fees incurred in
connection with the enforcement of the terms and provisions of this Agreement whether by an action to enforce specific
performance or for damages for its breach or otherwise.

21.    No Liability for Good Faith Determinations. The Company and the members of the Committee and the
Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this
Agreement or the Option granted hereunder.

22.    Information Confidential. As partial consideration for the granting of this Option, you agree that you will keep
confidential all information and knowledge that you have relating to the manner and amount of your participation in the
Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to your
spouse, and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it
shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you,
as a factor weighing against the advisability of granting any such future award to you.
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23.    Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to
the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the
parties with respect to the award granted hereby; provided¸ however, that the terms of this Agreement shall not modify and
shall be subject to the terms and conditions of any employment, consulting or severance agreement between the Company
(or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without
limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any,
among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The
Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with
the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that
materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of
the Company.

24.    Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement
shall be construed and enforced as if the illegal or invalid provision had never been included herein.

25.        Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE, EXCEPT TO
THE EXTENT DELAWARE STATE LAW IS PREEMPTED BY FEDERAL LAW. The obligation of the Company to sell
and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.
26.        Successors and Assigns. The Company may assign any of its rights under this Agreement without your
consent. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the
Company, its successors and assigns.

27.    Headings; References; Interpretation. The titles and headings are included for convenience only and are not
to be considered in construction of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be
references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the
meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the
context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer
to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to
the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States
dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be
construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of the parties hereto.

Pitney Bowes - Confidential
7

28.    No Assignment. You may not assign this Agreement or any of your rights under this Agreement without
the Company’s prior written consent, and any purported or attempted assignment without such prior written consent
shall be void.
29.    Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the
Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as
delivery of a manually executed counterpart of the Grant Notice.

30.    Section 409A. This Agreement is intended to comply with the Nonqualified Deferred Compensation Rules or
an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for
avoiding additional taxes or penalties under the Nonqualified Deferred Compensation Rules. Notwithstanding the foregoing,
the Company makes no representations that the payments and benefits provided under this Agreement comply with the
Nonqualified Deferred Compensation Rules and in no event shall the Company be liable for all or any portion of any taxes,
penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified
Deferred Compensation Rules.

31.    Miscellaneous.
(a)    This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the
Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the
Plan shall be controlling.

(b)    The Option may be amended by the Board or by the Committee at any time
(i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of
any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs
after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause
(i) or provided in the Plan, with your consent.
(c)    If this Option is intended to be an incentive stock option designed pursuant to section 422 of the Code,
then in the event the Option Shares (and all other options designed pursuant to section 422 of the Code granted to you by the
Company or any parent of the Company or Subsidiary) that first become exercisable in any calendar year have an aggregate
fair market value (determined for each Option Share as of the Date of Grant) that exceeds $100,000, the Option Shares in
excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option.
Pitney Bowes - Confidential
8

22-May-2024
Lance Rosenzweig
PERFORMANCE STOCK UNIT AGREEMENT
Congratulations on your 2024 long-term incentive award! Your long-term incentive (LTI) award is determined based on
your performance and is made in recognition of your past and expected future efforts and contributions to Pitney Bowes,
its subsidiaries and affiliates (“Company”) and issued under the Amended and Restated Pitney Bowes Inc. 2024 Stock
Plan (“Plan”).
The details of your PSU award is described on the following pages.
About Your Performance Stock Unit (PSU) Award
The dollar value of 60% of your LTI award has been converted into 90,737 PSUs based on the average of the closing
prices of Pitney Bowes common stock on the NYSE from May 8 through May 21, 2024. The award is rounded up to the
nearest whole unit when converting the award value into the applicable number of PSUs (whole units).
Award Date
PSUs
Award Date Price

22-May-2024

90,737

$5.29 USD
Vest Schedule - PSUs
Vest Date
Vest Quantity
30-May-2025
90,737
30-May-2025
90,737
Performance Conditions
The vesting of the PSUs is conditioned upon the Company first achieving pre-established performance criteria approved by the Board.
The PSU Award will become earned based on the metrics listed below over the 12 month performance period (the “Performance
Period”) beginning the first day of your employment as Interim Chief Executive Officer (the “Start Date”), and subject to your
continued employment with the Company as Interim Chief Executive Officer through the applicable vesting date, at a level of
0%, 50%, 100%, or 150% as shown in the following table, and pro-rated to reflect your actual term of service as Interim Chief
Executive Officer during the twelve month period following your Start Date and with such performance to
be interpolated on a straight-line basis in between the applicable percentages between 50% and 150%. No portion of the
PSU Award will be earned to the extent performance is below the 50% threshold levels.
The performance criteria set forth above will be determined and interpreted in the sole discretion of the Board and if you cease
to serve as Interim Chief Executive Officer prior to the date at which any metric was required to be achieved based on the table
above, the Board will choose, in its sole and absolute discretion, a percentage based on success towards the metric on such
date, subject to proration based on the period of time of your service as Interim Chief Executive Officer. Further, the Board
may, in its sole and absolute discretion, take action to delay the dates on which any metric is required to be achieved based on
unforeseen

changes in business or market conditions or accelerate all or a greater portion of the PSU Award based on your performance
beyond the pro-rated portion reflecting your term of service as Interim Chief Executive Officer during the twelve month period
following your Start Date, solely within its discretion.
In addition, the Board retains the prerogative of exercising negative discretion by taking into account the overall
performance of the Company in determining the vestings of a PSU award.
Rights of the Participant with Respect to the Performance Stock Units
The PSUs granted pursuant to this award do not and shall not entitle you to any rights of a shareholder of common stock.
You shall not be entitled to receive dividend equivalents (cash payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of shares of Company stock) nor shall you have voting rights as
a shareholder of the Company with respect to PSUs.
Vesting, Conversion of Performance Stock Units and Issuance of Common Stock
PSUs will vest based on the achievement of the performance criteria as outlined above. The Company shall, as soon as
practicable but no more than 30 days following the vesting dates, determine the number of PSUs that have actually vested
and, subject to Board verification, convert the vested PSUs into common shares after applying Plan rules. PSUs may be
settled in shares or cash as the Committee may determine from time to time in its sole discretion. If you are eligible to
defer the conversion of PSUs into common shares and have so elected before the award was made, the PSUs will be
converted instead into vested restricted stock units following the vesting date. Upon settlement of the PSUs into common
shares of Company stock, you will obtain full voting rights and will be entitled to receive cash dividends and other
distributions paid with respect to Company stock. If you elected deferral, you will be entitled to receive dividend
equivalents (cash payments equal to any cash dividends and other distributions paid with respect to a corresponding
number of shares of Company stock) on your vested deferred PSUs but you will not be entitled to vote the shares
underlying the PSUs.













Termination Provisions and Vesting of PSUs
The Plan either specifically provides or authorizes the Board to provide in this Award Agreement what happens in the
event you are no longer Interim Chief Executive Officer of the Company (even if you remain a member of the Board).
Vesting, in all cases, is subject to first meeting any performance criteria set by the Board upon the making of the award.
Except as provided below and outlined in the Performance Conditions section above, unvested PSUs will be forfeited upon
termination of employment. The following chart describes the more common events relevant to PSUs.
PSUs:

TERMINATION EVENT
TREATMENT OF PERFORMANCE STOCK
UNIT CYCLES IN PROGRESS
Death or Disability*
Prorated based on full months of active service through
date of death or disability, and the number of units
vesting will be determined based on actual performance
and paid within 30 days following the end of the
Performance Period based upon achievement of the
performance criteria.
Involuntary termination other than for cause (with a
signed separation agreement and NOT retirement
eligible or bridged to retirement)
Prorated based on full months of active service through
last day actually worked, with the number of units
vesting determined based on actual performance and
paid within 30 days following the end of the
Performance Period
based upon achievement of the performance criteria,
provided that the award has been outstanding for one
year or longer as of the last day worked. Awards not
outstanding for at least one year as of the last day
worked are forfeited.
Sale of Business / Company Spin-Off
Prorated vesting based on full months of active service
through last day actually worked, with the number of
units vesting determined and converted into stock
within 30 days following the end of the Performance
Period based upon achievement of the performance
criteria.
Voluntary resignation
Forfeited, no pro-rata payment
Termination For Cause, Gross misconduct
Forfeited, no pro-rata payment
* Disability vesting occurs on the date of termination of employment due to disability.

If your employment with the Company terminates and you are subsequently rehired by the Company, your subsequent
employment will not reinstate your rights under the award(s) granted to you prior to your termination from employment.
Income and Tax Withholding at Vesting
With respect to your PSU award, the Company will post vested whole shares of Pitney Bowes Inc. common stock to your
account at Shareworks 1-877-380-7793 within the U.S. or 1-403-515-3909 from outside the United States.

For income tax consequences of your award, please refer to the Tax Summary for your country which can be found by
accessing Solium Shareworks at https://www.shareworks.com/. The Company will withhold all required taxes pursuant to
the laws of the local jurisdiction. By accepting this award, you authorize the Company to withhold appropriate taxes and
other required payments, if, and when it determines the award becomes taxable to you.
Income from PSUs, Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the PSUs will not be considered regular compensation for purposes of
severance, resignation, termination, end of service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This award is granted solely on a discretionary basis considering past and expected future performance and is not intended
to create a right or entitlement. This award does not create a right to or expectation of future employment with the
Company. You do not have any vested right to continue to receive future awards of PSUs, nor shall any PSUs granted to
you become a benefit or entitlement of employment. You will have no rights, claim or entitlement to compensation or
damages as a result of your termination of employment for any reason whatsoever (whether or not in breach of contract or
local law), insofar as these rights, claim or entitlement arise or may arise from (i) the vesting of your PSUs, (ii) your
ceasing to have rights under or be entitled to any award as a result of such termination or (iii) loss or diminution in value
of the award as a result of such termination, and you irrevocably release your employer, the Company and its affiliates, as
applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or
claim is found by a court of competent jurisdiction to have arisen, then, by accepting this award, you will be deemed to
have irrevocably waived your entitlement to pursue such rights or claim.
Limits on Transfer of Awards
Unless determined otherwise by the Committee, no Award and no right under any such Award shall be assignable,
alienable, pledgeable, attachable, encumberable, saleable, or transferable by a Participant other than by will or by the laws
of descent and distribution (or, in the case of Awards that are forfeited or canceled, to the Company). No Award and no
right under any such Award shall be the subject of short-term speculative trading in Company securities, including
hedging, short sales, “put” or “call” options, swaps, collars or any other derivative transactions. No Award and no right
under any such Award can be transferred for value or consideration. Any purported assignment, sale or transfer thereof
shall be void and unenforceable against the Company. If the Committee so indicates in writing to a Participant, he or she
may designate one or more beneficiaries who may exercise the rights of the Participant and receive any property
distributable with respect to any Award upon the death of the Participant. Each Award, and each right under any Award,
shall be exercisable, during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the
Participant’s guardian or legal representative.
Adjustment, Recoupment, Forfeiture and Negative Discretion by Board
The Board, or its delegate, may adjust, recoup or forfeit any award made or paid to any employee if the Board, or its
delegate, reasonably believes that you (i) breached a covenant under the Proprietary Interest Protection Agreement you
entered into or (ii) engaged in “Gross Misconduct”, as defined in the Plan, including (a) the conviction of a felony, or
crime of similar magnitude, in connection with the performance or non-performance of your duties as an employee or (b)
the willful act or failure to act in a way that results in material injury to the business or its employees. The Board, or its
delegate, shall in its sole discretion determine whether there has been an infraction allowing an adjustment, recoupment or
forfeiture.

With respect to executive officers, in the event of a restatement of the Company’s financial results which consists of a
misrepresentation of the financial state of the Company, for purposes of the Securities Exchange Act of 1934, the Board, or its
delegate, may, upon review of the facts and circumstances, take necessary and appropriate actions including adjusting, recouping
or forfeiting any awards made or paid to executive officers during the past 36 months where the payment or award was predicated
upon the achievement of certain financial results that were subsequently subject of a restatement.
The Board reserves the right to apply negative discretion in determining the final vesting of PSUs.
PSUs awarded under this Agreement will be subject to any claw back policy of the Company in effect from time to time,
including, without limitation, the Pitney Bowes Inc. Compensation Recoupment Policy. In the event of any inconsistencies
between this Award Agreement and any applicable claw back policy, the claw back policy will govern in any and all cases.
Data Privacy
In order for Pitney Bowes to meet its administrative, tax and legal obligations under the Plan, you agree to allow the
Company to collect, process and transfer personal data about you, as described below. Such data includes, without
limitation, the information provided in the award materials and other personal data such as your name, work address, work
telephone, employment status, salary, details of common stock and awards for common stock held or previously made and
any other personal data required and relevant to the administration of the Plan, tax compliance and reporting purposes.
Because Pitney Bowes is a multinational Company, in the case of non-U.S. residents, such personal data will be
transferred to the United States of America and possibly to other locations where Plan administration information
collection and processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any of its
subsidiaries, any outside third-party plan administrators as selected by the Company and any other person that the Company
may engage in the administration of the Plan. You may exercise your right to access and correct your personal data at any
time by contacting your local human resources representative or by accessing Workday, where available. By accepting this
award, you agree to the collection, use, and storage of your personal data for purposes described in this award. If you do not
agree, you may revoke the award by contacting your local Human Resources Representative.
Company reserves right to Amend, Modify or Terminate and Adjust Errors
The Plan and programs under which future PSUs are awarded are subject to amendment, modification or termination by the
Company at any time. The Company reserves the right to correct any administrative error in composing this letter.
Terms of the Amended and Restated Pitney Bowes 2024 Stock Plan
PSU awards are subject in all respects to the detailed terms and conditions of the Plan, as amended. Any inconsistencies
between this Award Agreement and the Plan language will be rectified in favor of the Plan language. Further information
concerning the Plan appears in the Company prospectus which is available online by accessing Solium Shareworks at
https://www.shareworks.com/.
You should read all of these documents to understand important information about this program, the Company and its
stock, the terms of your participation in the program and the tax implications of the program. This document constitutes
part of a prospectus covering securities that have been registered under the Securities Act of 1933.
By receipt of this Notice of Grant, you agree to accept the terms of the award as set forth herein and in the Amended and
Restated Pitney Bowes Inc. 2024 Stock Plan.

21-Nov-2024
Lance Rosenzweig
PERFORMANCE STOCK UNIT AGREEMENT
Congratulations on your 2024 long-term incentive award! Your long-term incentive (“LTI”) award is determined based on your
performance and is made in recognition of your past and expected future efforts and contributions to Pitney Bowes, its
subsidiaries and affiliates (“Company”). In accordance with the 2024 LTI plan design, your performance stock units (“PSUs”)
have been issued under the 2024 Stock Plan (as may be amended, the “Plan”). To the extent any capitalized terms used in this
PSU agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is made a part of this
agreement.
Pursuant to the Plan, the Company hereby grants to you as of the “Award Date” specified below, and you hereby accept from
the Company, the number of PSUs set forth below, on the terms and conditions set forth in this agreement and in the Plan.
About Your Performance Stock Unit (PSU) Award
A PSU represents your right to receive one share of Pitney Bowes common stock upon vesting of the PSU based upon
performance goals, as determined in accordance with this agreement and the Plan, provided that you are continuously
employed by the Company until the applicable vesting date except as provided herein:
Award Date
PSUs

21-Nov-2024

300,000
Vesting
Notwithstanding any provisions in this agreement to the contrary, fractional PSUs shall not vest until the date on which the
PSUs become 100% vested, and no Shares will be issued for fractional PSUs.
Rights of the Participant with Respect to the Performance Stock Units
The PSUs granted pursuant to this award do not and shall not entitle you to any rights of a stockholder or holder of common
stock. Participants holding unvested PSUs shall not be entitled to receive dividends or dividend equivalents (cash payments
equal to any cash dividends and other distributions paid with respect to corresponding number of shares of Company stock),
nor shall a participant have voting rights as a stockholder of the Company with respect to PSUs unless and until the Participant
becomes the record owner of the Shares underlying such PSUs.
Vesting, Conversion of Performance Stock Units and Issuance of Common Stock
As soon as practicable following the conclusion of the Performance Period, the Committee will determine the achievement of
the performance goals for the PSUs. PSUs will vest on the first Committee meeting following the end of the one-year
performance period (which will occur within 10 business days following the one year anniversary of the Grant Date). The
vesting of the PSUs is conditioned upon your employment with the Company continuing until the vesting date (unless
provided otherwise in this agreement).
As soon as practicable after the vesting date (which will occur within 10 business days following the one year anniversary of
the Grant Date), the Company shall cause to be issued to you, in book-entry form to your account at Shareworks, one share of
the Company's common stock for each vested PSU, free and clear

of the restrictions set forth in this agreement, in settlement of the vested PSUs (but subject to holding periods established by
Company policy).
If you are eligible to and have properly deferred the settlement of the PSUs into Shares in accordance with the Pitney Bowes
Executive Equity Deferral Plan, the Pitney Bowes Executive Equity Deferral Plan will govern the terms of the deferral of the
PSUs.

Termination Provisions and Vesting of PSUs
Except as set forth below, you must be employed by the Company through the vesting date following the end of the
Performance Period to be eligible to be issued Shares in respect of PSUs, and unvested PSUs will be forfeited upon
termination of employment. The following charts describe the more common termination events and the impact on the
PSUs of certain terminations of your employment with the Company prior to the vesting date and will control unless limited
by the provisions of the Plan.
Any PSUs not vested in accordance with the following will be terminated.
PSUs :
TERMINATION EVENT
TREATMENT OF UNVESTED PSUs
Death or Disability*
In the event of termination of your employment with the
Company due to your death or upon your Disability, the
PSUs will first be pro-rated based upon the number of full
months you were actively employed in the Performance
Period, and the pro- rated PSUs will be fully vested at
Target performance for the Performance Period (100%),
disregarding any requirement that you be actively
employed through the vesting date. Shares relating to the
pro-rated, vested PSUs will be issued within 30 days
following the date of termination of your employment due
to death or the date of your Disability, but no earlier than
January 1, 2025. The Shares will be delivered to your
personal representative, spouse, designated beneficiary or
to your estate.
Involuntary termination other than for Gross
Misconduct** or resignation for Good Reason***
(pursuant to the Company’s standard form of written
separation agreement and release)
In the event of termination of your employment with the
Company other than for Gross Misconduct or your
resignation for Good Reason prior to a Change of Control,
pursuant to the Company’s standard form of written
separation agreement and release, none of the PSUs will be
forfeited but will remain outstanding until the end of the
Performance Period and will vest, if at all, based on actual
performance disregarding any requirement that you be
actively employed through the vesting date. The PSUs will
not be pro-rated based on your period of service. Vested
PSUs will be issued within 10 business days following the
one year anniversary of the Grant Date.

Change of Control
In the case of a Change of Control or a sale of business or
a spin off transaction that does not constitute a Change of
Control that results in the Termination of Employment on
Account of a Change of Control (as defined in the Plan),
the PSUs will become fully vested at Target performance
(100%) disregarding any requirement that you be actively
employed through the vesting date. Vested PSUs will be
issued at the time of the Change of Control or Termination
of Employment on Account of a Change of Control, as
applicable, but no earlier than January 1, 2025.
Voluntary resignation
In the event of termination of your employment with the
Company due to your voluntary resignation other than for
Good Reason, unvested PSUs will be forfeited on the date
of termination of your employment.
Termination For Gross Misconduct**
In the event of termination of your employment with the
Company for Gross Misconduct, unvested PSUs will be
forfeited on the date of your termination of employment or
the date of the actions giving rise to Gross Misconduct, as
determined in good faith by the Committee.
* “Disability” shall have the meaning established by the Committee or, in the absence of Committee determination, shall
mean a Participant who is “disabled” for six months under the provisions and procedures of the Pitney Bowes Long Term
Disability (LTD) Plan, irrespective of whether the Participant is eligible to receive benefits under the LTD Plan, or a
Participant entitled to receive benefits for six months under state worker's compensation laws.
** “Gross Misconduct” is defined in the Pitney Bowes Inc. Key Employees Incentive Plan, and determined in good faith
by the Committee.
*** “Good Reason” means the occurrence of any of the following without your written consent: (a) the assignment to you of
any duties materially inconsistent in any respect with your position, authority, duties and responsibilities, or any other action
by the Company which results in a material diminution in such position, authority, duties, or responsibilities, excluding for
this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive; (b) a material reduction in your annual salary, employee
benefits, or other compensation, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and
which is remedied by the Company promptly after receipt of notice thereof given by you; or (c) the Company’s requiring you
to be based at any office or location more than 35 miles farther from your place of residence than the office or location at
which you are then employed or the Company’s requiring you to travel on Company business to a substantially greater extent.
provided, that, for a resignation by you to constitute a resignation for Good Reason hereunder, (x) you must give written
notice to the Company of the existence of the condition giving rise to Good Reason (and a detailed description thereof) within
sixty (60) days following the initial occurrence of such condition, (y) such condition must remain uncorrected for thirty (30)
days following receipt by the Company of such written notice, and (z) you must resign within sixty (60) days following the
expiration of the Company cure period.
If your employment with the Company terminates and you are subsequently rehired by the Company, your subsequent
employment will not reinstate your rights under this PSU award or any other award(s) granted to you prior to your
termination from employment.

The PSUs and all amounts payable or Shares issuable in respect of the PSUs are subject to the Company's clawback policies and
the recoupment provisions of the Plan.
Income and Tax Withholding at Vesting
You shall pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or
local taxes of any kind required by law to be withheld with respect to the grant, vesting or settlement of PSUs and any
dividend equivalents or other distributions made by the Company to you with respect to the PSUs as and when the
Company determines those amounts to be due, and the Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to you any federal, state, or local taxes of any kind required by law to
be withheld with respect to the PSUs or any dividend equivalents or other distributions made by the Company to you with
respect to any PSUs.
With respect to your PSU award, the Company will post vested whole Shares to your account at Shareworks. For income
tax consequences of your award, please refer to the Tax Summary for your country by accessing Solium Shareworks at
https://www.shareworks.com/. The Company will withhold all required taxes pursuant to the laws of the local jurisdiction.
You agree that you minimum withholding tax obligation with respect to the granting, vesting or settlement of the PSUs and
any distributions made by the Company to the Participant with respect to the PSUs will be satisfied (provided that
Participant has enough vesting or vested Shares available) by the Company's withholding a portion of the Shares otherwise
deliverable to you, such Shares being valued at their Fair Market Value as of the date on which the taxable event that gives
rise to the withholding requirement occurs. You further agree that each time the Company withholds Shares to satisfy your
minimum withholding tax obligation, the Company will round up to the nearest whole number of Shares (with any over
withholding applied to federal income tax). For example, if 9.6 Shares are required to satisfy the minimum withholding tax
obligation, the Company will round up to 10 Shares. By accepting this agreement, you consent to this method of tax
withholding, including the Company rounding up to the nearest whole number of Shares.
Income from PSUs Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the PSUs will not be considered regular compensation for purposes of
severance, resignation, termination, end of service payments, bonuses, long-service awards, pension or retirement benefits or
similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This award is granted solely on a discretionary basis considering past and expected future performance and is not intended
to create a right or entitlement. This award does not create a right to or expectation of future employment with the
Company. You do not have any vested right to continue to receive future awards of PSUs, nor shall any PSUs granted to
you become a benefit or entitlement of employment. You will have no rights, claim or entitlement to compensation or
damages as a result of your termination of employment for any reason whatsoever (whether or not in breach of contract or
local law), insofar as these rights, claim or entitlement arise or may arise from (i) the vesting of your PSUs, (ii) your
ceasing to have rights under or be entitled to any award as a result of such termination or (iii) loss or diminution in value of
the award as a result of such termination, and you irrevocably release your employer, the Company and its affiliates, as
applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or
claim is found by a court of competent jurisdiction to have arisen, then, by accepting this award, you will be deemed to
have irrevocably waived your entitlement to pursue such rights or claim.
Limits on Transfer of Awards

Neither this PSU award nor any right under any this PSU award shall be assignable, alienable, pledgeable, attachable,
encumberable, saleable, or transferable by you other than by will or by the laws of descent and distribution (or, in the case
of PSUs that are forfeited or canceled, to the Company). Any purported assignment, sale or transfer thereof shall be void
and unenforceable against the Company. If
the Committee so indicates in writing to you, you may designate one or more beneficiaries who may exercise your rights
under this PSU agreement and receive any property distributable with respect to this PSU award upon your death or
Disability. Shares issued in settlement of this PSU award, and any rights under this PSU award, shall be payable or
exercisable, during your lifetime only by you or, if permissible under applicable law, by your guardian or legal
representative.
Adjustment, Recoupment, Forfeiture
Notwithstanding anything to the contrary contained, in consideration of the grant of this PSU award, you agree that this
PSU award and any payments under it will be subject to forfeiture or repayment to the extent provided for in the Pitney
Bowes Inc. Compensation Recoupment Policy, as in effect from time to time, and the Plan. In the event of any
inconsistencies between this PSU agreement and any applicable clawback policy, the clawback policy will govern in any
and all cases.
Data Privacy
In order for Pitney Bowes to meet its administrative, tax and legal obligations under the Plan, you agree to allow the
Company to collect, process and transfer personal data about you, as described below. Such data includes, without
limitation, the information provided in the award materials and other personal data such as your name, work address, work
telephone, employment status, salary, details of common stock and awards for common stock held or previously made and
any other personal data required and relevant to the administration of the Plan, tax compliance and reporting purposes.
Because Pitney Bowes is a multinational Company, in the case of non-U.S. residents, such personal data will be transferred
to the United States of America and possibly to other locations where Plan administration information collection and
processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any of its
subsidiaries, any outside third-party plan administrators as selected by the Company and any other person that the Company
may engage in the administration of the Plan. You may exercise your right to access and correct your personal data at any
time by contacting your local human resources representative or by accessing Workday, where available. By accepting this
award, you agree to the collection, use, and storage of your personal data for purposes described in this award. If you do not
agree, you may revoke the award by contacting your local Human Resources Representative.
Amendment, Modification or Termination and Adjustment for Errors
This PSU award and this PSU agreement are subject to amendment, modification or termination by the Company at any time
as provided in the Plan. The Company reserves the right to correct any administrative error in this PSU agreement.
Terms of the 2024 Stock Plan
The PSUs are subject to the terms of the Plan. In the event of any conflict between the provisions of the Plan and the
provisions of this PSU agreement, the provisions of the Plan shall govern. You hereby accept as final, conclusive and
binding any decisions by the Committee with respect to the interpretation or administration of the Plan and this PSU
agreement. A copy of the Plan and further information concerning the Plan is available on the Company's intranet.
By acceptance of this PSU agreement, you agree to accept the terms of the PSU award as set forth herein and in the
Plan.

21-Nov-2024
PERFORMANCE STOCK UNIT AGREEMENT
Congratulations on your 2024 Performance Stock Unit (Performance) (“PSU”) award! Your long- term incentive (“LTI”) award
is determined based on your performance and is made in recognition of your past and expected future efforts and contributions
to Pitney Bowes, its subsidiaries and affiliates (“Company”). PSUs are issued under the 2024 Stock Plan (as may be amended,
the “Plan”). To the extent any capitalized terms used in this PSU agreement are not defined, they shall have the meaning
ascribed to them in the Plan, which is made a part of this agreement.
Pursuant to the Plan, the Company hereby grants to you as of the “Award Date” specified below, and you hereby accept from the
Company, the number of PSUs set forth below, on the terms and conditions set forth in this agreement and in the Plan.
About Your Performance Stock Unit (PSU) Award
A PSU represents your right to receive one share of Pitney Bowes common stock upon vesting of the PSU, as determined in
accordance with this agreement and the Plan.
Award Date
PSUs
21-Nov-2024
150,000
Subject to the terms and conditions of this agreement, the PSUs shall only vest and be settled into shares in the event of a
“Qualifying Termination” as defined below in the section titled “Termination Provisions and Vesting of PSUs”, provided that
you are continuously employed by the Company through the date of the Qualifying Termination. In the event of your Qualifying
Termination, the PSUs shall become vested upon the date of your Qualifying Termination (the “vest date”). For the avoidance of
doubt, if a Qualifying Termination of your employment does not occur prior to the one year anniversary of the Grant Date (the
“Forfeiture Date”), 100% of the PSUs subject to this award will be immediately forfeited for no consideration and with no
further action of the Company.

In all cases, in no event will more than 100% of the PSUs vest. Notwithstanding any provisions in this agreement to the
contrary, fractional PSUs shall not vest until the date on which the PSUs become 100% vested, and no Shares will be issued for
fractional PSUs.
Rights of the Participant with Respect to the Performance Stock Units
The PSUs granted pursuant to this award do not and shall not entitle you to any rights of a stockholder or holder of common
stock. Participants holding unvested PSUs shall not be entitled to receive dividends or dividend equivalents (cash payments
equal to any cash dividends and other distributions paid with respect to corresponding number of shares of Company stock), nor
shall a participant have voting rights as a stockholder of the Company with respect to PSUs unless and until the Participant
becomes the record owner of the Shares underlying such PSUs.
Vesting, Conversion of Performance Stock Units and Issuance of Common Stock
Vesting of PSUs is conditioned upon your employment with the Company continuing until the vest date, if any. As soon as
practicable (but no later than 30 days following) after each vest date, the Company shall cause to be issued to you, in book-entry
form to your account at Shareworks, one share of the Company’s common stock for each vested PSU, free and clear of the
restrictions set forth in this agreement, in settlement of the PSUs.
In the case of death, common stock will be registered in the name of your estate’s legal representatives, or heirs by will or laws
of descent. Upon settlement of a PSU into a Share, you will obtain full voting rights as to such Share and will be entitled to
receive cash dividends and other distributions paid with respect to such Share. If you are eligible to and have properly deferred
the settlement of the PSUs into Shares in accordance with the Pitney Bowes Executive Equity Deferral Plan, the Pitney Bowes
Executive Equity Deferral Plan will govern the terms of the deferral of the PSUs.
Termination Provisions and Vesting of PSUs
You must be employed by the Company to the respective vest date to receive Shares in settlement of the vested PSUs. If a
Qualifying Termination does not occur prior to the Forfeiture Date or if a termination of employment occurs that is not a
Qualifying Termination, 100% of the PSUs will be forfeited upon the earlier of such termination of employment or the
Forfeiture Date.
For purposes of this PSU, the following terms shall be as defined below:
“Qualifying Termination” shall mean the termination of your employment at any time prior to the Forfeiture Date as a result of
your (i) death, (ii) Disability, or (iii) a Change of Control or a sale of business or a spin off transaction that does not constitute a
Change of Control that results in the Termination of Employment on Account of in connection with a Change in Control (as
defined in the Plan).
“Disability” shall mean a Participant who is “disabled” for six months under the provisions and procedures of the Pitney Bowes
Long Term Disability (LTD) Plan, irrespective of whether the Participant is eligible to receive benefits under the LTD Plan, or a
Participant becomes entitled to receive benefits for six months under state worker’s compensation laws.
If your employment with the Company terminates and you are subsequently rehired by the Company, your subsequent
employment will not reinstate your rights under this PSU award or any other award(s) granted to you prior to your termination
from employment.
The PSUs and all amounts payable in respect of the PSUs are subject to the Company’s clawback policies and the recoupment
provisions of the Plan.
Income and Tax Withholding at Vesting
You shall pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local
taxes of any kind required by law to be withheld with respect to the grant, vesting or settlement of PSUs and any dividend
equivalents or other distributions made by the Company to you with
Pitney Bowes - Confidential
2

respect to the PSUs as and when the Company determines those amounts to be due, and the Company shall, to the extent
permitted by law, have the right to deduct from any payment of any kind otherwise due to you any federal, state, or local taxes
of any kind required by law to be withheld with respect to the PSUs or any dividend equivalents or other distributions made by
the Company to the Participant with respect to any PSUs.
With respect to your PSU award, the Company will post vested whole Shares to your account at Shareworks.
For income tax consequences of your award, please refer to the Tax Summary for your country by accessing Solium Shareworks
at https://www.shareworks.com. The Company will withhold all required taxes pursuant to the laws of the local jurisdiction. By
accepting this award, you authorize the Company to withhold appropriate taxes and other required payments, if, and when it
determines the award becomes taxable to you.
You agree that your minimum withholding tax obligation with respect to the granting, vesting or settlement of the PSUs and any
distributions made by the Company to you with respect to the PSUs will be satisfied (provided that you have enough vesting or
vested Shares available) by the Company’s withholding a portion of the Shares otherwise deliverable to you, such Shares being
valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs.
You further agree that each time the Company withholds Shares to satisfy your minimum withholding tax obligation, the
Company will round up to the nearest whole number of Shares (with any over withholding applied to federal income tax). For
example, if 9.6 Shares are required to satisfy the minimum withholding tax obligation, the Company will round up to 10 Shares.
By accepting this agreement, you consent to this method of tax withholding, including the Company rounding up to the nearest
whole number of Shares.
Income from PSUs Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the PSUs will not be considered regular compensation for purposes of
severance, resignation, termination, end of service payments, bonuses, long-service awards, pension or retirement benefits or
similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This award is granted solely on a discretionary basis considering past and expected future performance and is not intended to
create a right or entitlement. This award does not create a right to or expectation of future employment with the Company. You
do not have any vested right to continue to receive future awards of PSUs, nor shall any PSUs granted to you become a benefit
or entitlement of employment. You will have no rights, claim or entitlement to compensation or damages as a result of your
termination of employment for any reason whatsoever (whether or not in breach of contract or local law), insofar as these rights,
claim or entitlement arise or may arise from (i) the vesting of your PSUs, (ii) your ceasing to have rights under or be entitled to
any award as a result of such termination or (iii) loss or diminution in value of the award as a result of such termination, and you
irrevocably release your employer, the Company and its affiliates, as applicable, from any such rights, entitlement or claim that
may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen,
then, by accepting this award, you will be deemed to have irrevocably waived your entitlement to pursue such rights or claim.
Limits on Transfer of Awards
Neither this PSU award nor any right under any PSU award shall be assignable, alienable, pledgeable, attachable, encumberable,
saleable, or transferable by you other than by will or by the laws of descent and distribution (or, in the case of PSUs that are
forfeited or canceled, to the Company). Any purported assignment, sale or transfer thereof shall be void and unenforceable
against the Company. If the Committee so indicates in writing to you, you may designate one or more beneficiaries who may
exercise your rights under this PSU agreement and receive any property distributable with respect to this PSU award upon your
death or Disability. Shares issued in settlement of this PSU award, and any rights under this PSU award, shall be payable or
exercisable, during your lifetime only by you or, if permissible under applicable law, by your guardian or legal representative.
Pitney Bowes - Confidential
3

Adjustment, Recoupment, Forfeiture
Notwithstanding anything to the contrary contained, in consideration of the grant of this PSU award, you agree that this PSU
award and any payments under it will be subject to forfeiture or repayment to the extent provided for in the Pitney Bowes Inc.
Compensation Recoupment Policy, as in effect from time to time, and the Plan. In the event of any inconsistencies between this
PSU agreement and any applicable clawback policy, the clawback policy will govern in any and all cases.
Data Privacy
In order for Pitney Bowes to meet its administrative, tax and legal obligations under the Plan, you agree to allow the Company
to collect, process and transfer personal data about you, as described below. Such data includes, without limitation, the
information provided in the award materials and other personal data such as your name, work address, work telephone,
employment status, salary, details of common stock and awards for common stock held or previously made and any other
personal data required and relevant to the administration of the Plan, tax compliance and reporting
purposes. Because Pitney Bowes is a multinational Company, in the case of non-U.S. residents, such personal data will be
transferred to the United States of America and possibly to other locations where Plan administration information collection and
processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any of its
subsidiaries, any outside third-party plan administrators as selected by the Company and any other person that the Company
may engage in the administration of the Plan. You may exercise your right to access and correct your personal data at any time
by contacting your local human resources representative or by accessing Workday, where available. By accepting the PSUs, you
agree to the collection, use, and storage of your personal data for purposes described in this award. If you do not agree, you may
revoke the award by contacting your local Human Resources Representative.
Amendment, Modification or Termination and Adjustment for Errors
This PSU award and this PSU agreement are subject to amendment, modification or termination by the Company at any time as
provided in the Plan. The Company reserves the right to correct any administrative error in this PSU agreement.
Terms of the 2024 Stock Plan
These PSUs are subject to the terms of the Plan. In the event of any conflict between the provisions of the Plan and the
provisions of this PSU agreement, the provisions of the Plan shall govern. You hereby accept as final, conclusive and binding
any decisions by the Committee with respect to the interpretation or administration of the Plan and this PSU agreement. A copy
of the Plan and further information concerning the Plan is available on the Company’s intranet.
By acceptance of this PSU agreement, you agree to accept the terms of the PSU award as set forth herein and in the
Plan.
Pitney Bowes - Confidential
4


2024 Award Letter Interim CEO - RSU – US
22-May-2024
Lance Rosenzweig
RESTRICTED STOCK UNIT AGREEMENT
Congratulations on your 2024 long-term incentive award! Your long-term incentive (LTI) award is determined based on your
performance and is made in recognition of your expected future efforts and contributions to Pitney Bowes, its subsidiaries
and affiliates (“Company”).
The details of your RSU award are described on the following pages.
About Your Restricted Stock Unit (RSU) Award
The dollar value of 40% of your LTI award has been converted into RSUs based on the average of the closing prices of
Pitney Bowes common stock on the NYSE from May 8 through May 21, 2024. The award is rounded up to the nearest whole
unit when converting the award value into the applicable number of RSUs. An RSU represents your right to one share of
Pitney Bowes stock after a specified restriction period. The overall value of this vehicle is the underlying grant price and
subsequent stock price appreciation. The date of award, the number of RSUs that have been awarded, the grant price, and the
vesting provisions are specified below.
Award Date
RSUs
Award Date Price

22-May-2024

302,458

$5.29 USD
Rights of the Participant with Respect to the Restricted Stock Units
The RSUs granted pursuant to this award do not and shall not entitle awardee to any rights of a shareholder of common
stock. Participants holding unvested RSUs shall not be entitled to receive
dividend equivalents (cash payments equal to any cash dividends and other distributions paid with respect to corresponding
number of shares of Company stock), nor shall the awardee have voting rights as a shareholder of the Company with respect
to RSUs.
Vesting, Conversion of Restricted Stock Units and Issuance of Common Stock
Your RSU grant will vest in four equal installments with 25% vesting on your first day of employment as Interim Chief
Executive Officer; 25% vesting on August 19, 2024; 25% vesting on November 18, 2024; and the final 25% vesting on
February 17, 2025, subject to your continued service as Interim Chief Executive Officer. The vesting of the RSUs is
conditioned upon your employment with the Company continuing until the vesting date (unless the termination provisions
provide otherwise). However, if you cease to serve as Interim Chief Executive Officer prior to a vesting date or dates, the
Board, in its sole discretion may accelerate the vesting of all or a portion of the unvested RSU Award. As soon as practicable
but no more than 30 days after each vesting date, the Company shall cause to be issued common stock in

book-entry form registered in your name, which are granted in payment of such vested whole RSUs. An RSU may be settled
in shares or cash as the Committee may determine from time to time. In the case of death, common stock will be registered in
the name of your estate’s legal representatives, or heirs by will or laws of descent. Upon settlement of the RSU(s) into
common share(s) of Company stock, you will obtain full voting rights and will be entitled to receive cash dividends and other
distributions paid with respect to Company stock. If you are eligible to defer the conversion of RSUs into common shares
and have so elected before the award was made, the RSUs will be converted instead into vested RSUs on the vesting date.
You will be entitled to receive dividend equivalents on your vested RSUs (cash payments equal to any cash dividends and
other distributions paid with respect to a corresponding number of shares of Company stock) but you will not be entitled to
vote your vested RSUs.
Termination Provisions and Vesting of RSUs
The Plan either specifically provides or authorizes the Board to provide in this Award Agreement what happens in the event
you are no longer Interim Chief Executive Officer of the Company (even if you remain a member of the Board). Except as
provided below, unvested RSUs will be forfeited upon termination of employment. The following chart describes the more
common events relevant to RSUs.
RSUs:
TERMINATION EVENT
TREATMENT OF UNVESTED RSUS
Death or Disability*
Immediate Vesting.
Sale of Business / Company Spin-Off
Immediate vesting upon sale or spin-off.
Voluntary resignation
Forfeited
Gross Misconduct
Forfeited
* Disability vesting occurs on the date of termination of employment due to disability.
If your employment with the Company terminates and you are subsequently rehired by the Company, your subsequent
employment will not reinstate your rights under the award(s) granted to you prior to your termination from employment.
Income and Tax Withholding at Vesting
With respect to your RSU award, the Company will post vested whole shares of Pitney Bowes Inc. common stock to your
account at Shareworks at 1-877-380-7793 within the U.S. or 1-403-515- 3909 from outside the United States.

For income tax consequences of your award, please refer to the Tax Summary for your country by accessing
Solium ShareWorks at https://www.shareworks.com/. The Company will withhold all required taxes pursuant
to the laws of the local jurisdiction. By accepting this award, you authorize the Company to withhold
appropriate taxes and other required payments, if, and when it determines the award becomes taxable to you.
Income from RSUs Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the RSUs will not be considered regular compensation for
purposes of severance, resignation, termination, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This award is granted solely on a discretionary basis considering past and expected future performance and is
not intended to create a right or entitlement. This award does not create a right to or expectation of future
employment with the Company. You do not have any vested right to continue to receive future awards of
RSUs, nor shall any RSUs granted to you become a benefit or entitlement of employment. You will have no
rights, claim or entitlement to compensation or damages as a result of your termination of employment for any
reason whatsoever (whether or not in breach of contract or local law), insofar as these rights, claim or
entitlement arise or may arise from (i) the vesting of your RSUs, (ii) your ceasing to have rights under or be
entitled to any award as a result of such termination or (iii) loss or diminution in value of the award as a result
of such termination, and you irrevocably release your employer, the Company and its affiliates, as applicable,
from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or
claim is found by a court of competent jurisdiction to have arisen, then, by accepting this award, you will be
deemed to have irrevocably waived your entitlement to pursue such rights or claim.
Limits on Transfer of Awards
Unless determined otherwise by the Committee, no Award and no right under any such Award shall be
assignable, alienable, pledgeable, attachable, encumberable, saleable, or transferable by a Participant other
than by will or by the laws of descent and distribution (or, in the case of Awards that are forfeited or canceled,
to the Company). No Award and no right under any such Award shall be the subject of short-term speculative
trading in Company securities, including hedging, short sales, “put” or “call” options, swaps, collars or any
other derivative transactions. No Award and no right under any such Award can be transferred for value or
consideration. Any purported assignment, sale or transfer thereof shall be void and unenforceable against the
Company. If the Committee so indicates in writing to a Participant, he or she may designate one or more
beneficiaries who may exercise the rights of the Participant and receive any property distributable with respect
to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be
exercisable, during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by
the Participant’s guardian or legal representative.
Adjustment, Recoupment and Forfeiture
The Board, or its delegate, may adjust, recoup or forfeit any award made or paid to any employee if the Board,
or its delegate, reasonably believes that you (i) breached a covenant under the Proprietary Interest Protection
Agreement you entered into or (ii) engaged in “Gross Misconduct”, as defined in the Plan, including (a) the
conviction of a felony, or crime

of similar magnitude, in connection with the performance or non-performance of your duties as an employee
or (b) the willful act or failure to act in a way that results in material injury to the business or its employees.
The Board, or its delegate, shall in its sole discretion determine whether there has been an infraction allowing
an adjustment, recoupment or forfeiture.
With respect to executive officers, in the event of a restatement of the Company’s financial results which
consists of a misrepresentation of the financial state of the Company, for purposes of the Securities Exchange
Act of 1934, the Board, or its delegate, may, upon review of the facts and circumstances, take necessary and
appropriate actions including adjusting, recouping or forfeiting any awards made or paid to executive officers
during the past 36 months where the payment or award was predicated upon the achievement of certain
financial results that were subsequently subject of a restatement.
RSUs awarded under this Agreement will be subject to any claw back policy of the Company in effect from
time to time, including, without limitation, the Pitney Bowes Inc. Compensation Recoupment Policy. In the
event of any inconsistencies between this Award Agreement and any applicable claw back policy, the claw
back policy will govern in any and all cases.
Data Privacy
In order for Pitney Bowes to meet its administrative, tax and legal obligations under the Plan, you agree to
allow the Company to collect, process and transfer personal data about you, as described below. Such data
includes, without limitation, the information provided in the award materials and other personal data such as
your name, work address, work telephone, employment status, salary, details of common stock and awards for
common stock held or previously made and any other personal data required and relevant to the administration
of the Plan, tax compliance and reporting purposes. Because Pitney Bowes is a multinational Company, in the
case of non-U.S. residents, such personal data will be transferred to the United States of America and possibly
to other locations where Plan administration information collection and processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any
of its subsidiaries, any outside third-party plan administrators as selected by the Company and any other person
that the Company may engage in the administration of the Plan. You may exercise your right to access and
correct your personal data at any time by contacting your local human resources representative or by accessing
Workday, where available. By accepting the RSUs, you agree to the collection, use, and storage of your personal
data for purposes described in this award. If you do not agree, you may revoke the award by contacting your
local Human Resources Representative.
Company reserves right to Amend, Modify or Terminate and Adjust Errors
The Plan and programs under which future RSUs are awarded are subject to amendment, modification or
termination by the Company at any time. The Company reserves the right to correct any administrative error in
composing this letter.
Terms of the Amended and Restated Pitney Bowes 2024 Stock Plan
RSU awards are subject in all respects to the detailed terms and conditions of the Plan, as amended. Any
inconsistencies between this Award Agreement and the Plan language will be rectified in favor of the Plan
language. Further information concerning the Plan appears in

the 
Company 
prospectus 
which 
is 
available 
online 
by 
accessing 
Solium 
ShareWorks 
at
https://www.shareworks.com/.
You should read all of these documents to understand important information about this program, the Company
and its stock, the terms of your participation in the program and the tax implications of the program. This
document constitutes part of a prospectus covering securities that have been registered under the Securities
Act of 1933.
By receipt of this Notice of Grant, you agree to accept the terms of the award as set forth herein and in the
Amended and Restated Pitney Bowes Inc. 2024 Stock Plan.

21-Nov-2024
        Lance Rosenzweig
RESTRICTED STOCK UNIT AGREEMENT
Congratulations on your 2024 Restricted Stock Unit (“RSU”) award! Your long-term incentive (“LTI”) award
is determined based on your performance and is made in recognition of your past and expected future efforts
and contributions to Pitney Bowes, its subsidiaries and affiliates (“Company”). RSUs are issued under the 2024
Stock Plan (as may be amended, the “Plan”). To the extent any capitalized terms used in this RSU agreement
are not defined, they shall have the meaning ascribed to them in the Plan, which is made a part of this
agreement.
Pursuant to the Plan, the Company hereby grants to you as of the “Award Date” specified below, and you
hereby accept from the Company, the number of RSUs set forth below, on the terms and conditions set forth in
this agreement and in the Plan.
About Your Restricted Stock Unit (RSU) Award
An RSU represents your right to receive one share of Pitney Bowes common stock upon vesting of the RSU,
as determined in accordance with this agreement and the Plan.
Award Date
RSUs

21-Nov-2024

200,000
Subject to the terms and conditions of this agreement, the RSUs shall vest and be settled into shares in four equal
installments with 25% vesting on November 21, 2024, 25% vesting on January 24, 2025; 25% vesting on April
23, 2025; and the final 25% vesting on July 22, 2025 (the “vest dates”), provided that you are continuously
employed by the Company through the applicable vest date except as provided in this agreement.
In all cases, in no event will more than 100% of the RSUs vest. Notwithstanding any provisions in this
agreement to the contrary, fractional RSUs shall not vest until the date on which the RSUs become 100%
vested, and no Shares will be issued for fractional RSUs.
Rights of the Participant with Respect to the Restricted Stock Units
The RSUs granted pursuant to this award do not and shall not entitle you to any rights of a stockholder or holder
of common stock. Participants holding unvested RSUs shall not be entitled to receive dividends or dividend
equivalents (cash payments equal to any cash dividends and other distributions paid with respect to
corresponding number of shares of Company stock), nor shall a participant have voting rights as a stockholder of
the Company with respect to RSUs unless and until the Participant becomes the record owner of the Shares
underlying such RSUs.

Vesting, Conversion of Restricted Stock Units and Issuance of Common Stock
Vesting of RSUs is conditioned upon your employment with the Company continuing until each respective vest
date (unless provided otherwise in this agreement). As soon as practicable after each vest date, the Company
shall cause to be issued to you, in book-entry form to your account at Shareworks, one share of the Company’s
common stock for each vested RSU, free and clear of the restrictions set forth in this agreement, in settlement of
the RSUs.
In the case of death, common stock will be registered in the name of your estate’s legal representatives, or heirs
by will or laws of descent. Upon settlement of an RSU into a Share, you will obtain full voting rights as to such
Share and will be entitled to receive cash dividends and other distributions paid with respect to such Share. If
you are eligible to and have properly deferred the settlement of the RSUs into Shares in accordance with the
Pitney Bowes Executive Equity Deferral Plan, the Pitney Bowes Executive Equity Deferral Plan will govern the
terms of the deferral of the RSUs.
Termination Provisions and Vesting of RSUs
Except as set forth below, you must be employed by the Company through each respective vest date to receive
Shares in settlement of the vested RSUs, and unvested RSUs will be forfeited upon termination of
employment. The following charts describe the more common termination events and the impact on RSUs of
certain terminations of your employment with the Company prior to the vest dates stated above and will
control unless limited by the provisions of the Plan.
TERMINATION EVENT
TREATMENT OF UNVESTED RSUs
Death or Disability*
In the event of termination of your employment with the Company
due to your death or Disability, unvested RSUs will be vested in full
as of the date of termination of employment. Shares relating to the
vested RSUs will be issued within 30 days of the date of termination
of employment. The Shares will be delivered to your personal
representative, spouse, designated beneficiary or to your estate.
Involuntary termination other
than for Gross Misconduct** or
resignation for Good Reason***
In the event of termination of your employment with the Company
by the Company other than for Gross Misconduct or your
resignation for Good Reason prior to a Change of Control, any
outstanding RSUs will become fully vested upon such termination
and will settle within 30 days of the date of such termination of
employment.
Change of Control
In the case of a Change of Control or a sale of business or a spin off
transaction that does not constitute a Change of Control that results
in the Termination of Employment on Account of a Change of
Control (as defined in the Plan), any outstanding RSUs will become
fully vested upon such termination and will settle within 30 days of
the date of such termination of employment.
Voluntary resignation
In the event of termination of your employment with the Company
due to your voluntary resignation other than for Good Reason,
unvested RSUs will be forfeited on the date of termination of
employment.

Termination for Gross
Misconduct**
In the event of termination of your employment with the Company
for Gross Misconduct, unvested RSUs will be forfeited on the date
of your termination of employment or the date of the actions giving
rise to Gross Misconduct, as determined in good faith by
the Committee.
* “Disability” shall mean a Participant who is “disabled” for six months under the provisions and procedures of
the Pitney Bowes Long Term Disability (LTD) Plan, irrespective of whether the Participant is eligible to
receive benefits under the LTD Plan, or a Participant becomes entitled to receive benefits for six months under
state worker’s compensation laws.
** “Gross Misconduct” is defined in the Pitney Bowes Inc. Key Employees Incentive Plan, and determined in
good faith by the Committee
*** “Good Reason” means the occurrence of any of the following without your written consent: (a) the assignment
to you of any duties materially inconsistent in any respect with your position, authority, duties and responsibilities,
or any other action by the Company which results in a material diminution in such position, authority, duties, or
responsibilities, excluding for this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) a
material reduction in your annual salary, employee benefits, or other compensation, other than an isolated,
insubstantial, and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by you; or (c) the Company’s requiring you to be based at any office or
location more than 35 miles farther from your place of residence than the office or location at which you are then
employed or the Company’s requiring you to travel on Company business to a substantially greater extent--
provided, that, for a resignation by you to constitute a resignation for Good Reason hereunder, (x) you must give
written notice to the Company of the existence of the condition giving rise to Good Reason (and a detailed
description thereof) within sixty (60) days following the initial occurrence of such condition, (y) such condition
must remain uncorrected for thirty (30) days following receipt by the Company of such written notice, and (z) you
must resign within sixty (60) days following the expiration of the Company cure period.
If your employment with the Company terminates and you are subsequently rehired by the Company, your
subsequent employment will not reinstate your rights under this RSU award or any other award(s) granted to you
prior to your termination from employment.
The RSUs and all amounts payable in respect of the RSUs are subject to the Company’s clawback policies and
the recoupment provisions of the Plan.
Income and Tax Withholding at Vesting
You shall pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal,
state or local taxes of any kind required by law to be withheld with respect to the grant, vesting or settlement of
RSUs and any dividend equivalents or other distributions made by the Company to you with respect to the RSUs
as and when the Company determines those amounts to be due, and the Company shall, to the extent permitted by
law, have the right to deduct from any payment of any kind otherwise due to you any federal, state, or local taxes
of any kind required by law to be withheld with respect to the RSUs or any dividend equivalents or other
distributions made by the Company to the Participant with respect to any RSUs.
With respect to your RSU award, the Company will post vested whole Shares to your account at Shareworks.

For income tax consequences of your award, please refer to the Tax Summary for your country by accessing
Solium Shareworks at https://www.shareworks.com. The Company will withhold all required taxes pursuant to
the laws of the local jurisdiction. By accepting this award, you authorize the Company to withhold appropriate
taxes and other required payments, if, and when it determines the award becomes taxable to you.
You agree that your minimum withholding tax obligation with respect to the granting, vesting or settlement of the
RSUs and any distributions made by the Company to you with respect to the RSUs will be satisfied (provided that
you have enough vesting or vested Shares available) by the Company’s withholding a portion of the Shares
otherwise deliverable to you, such Shares being valued at their Fair Market Value as of the date on which the
taxable event that gives rise to the withholding requirement occurs. You further agree that each time the Company
withholds Shares to satisfy your minimum withholding tax obligation, the Company will round up to the nearest
whole number of Shares (with any over withholding applied to federal income tax). For example, if 9.6 Shares are
required to satisfy the minimum withholding tax obligation, the Company will round up to 10 Shares. By
accepting this agreement, you consent to this method of tax withholding, including the Company rounding up to
the nearest whole number of Shares.
Income from RSUs Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the RSUs will not be considered regular compensation for
purposes of severance, resignation, termination, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This award is granted solely on a discretionary basis considering past and expected future performance and is not
intended to create a right or entitlement. This award does not create a right to or expectation of future employment
with the Company. You do not have any vested right to continue to receive future awards of RSUs, nor shall any
RSUs granted to you become a benefit or entitlement of employment. You will have no rights, claim or entitlement
to compensation or damages as a result of your termination of employment for any reason whatsoever (whether or
not in breach of contract or local law), insofar as these rights, claim or entitlement arise or may arise from (i) the
vesting of your RSUs, (ii) your ceasing to have rights under or be entitled to any award as a result of such
termination or (iii) loss or diminution in value of the award as a result of such termination, and you irrevocably
release your employer, the Company and its affiliates, as applicable, from any such rights, entitlement or claim
that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent
jurisdiction to have arisen, then, by accepting this award, you will be deemed to have irrevocably waived your
entitlement to pursue such rights or claim.
Limits on Transfer of Awards
Neither this RSU award nor any right under any RSU award shall be assignable, alienable, pledgeable, attachable,
encumberable, saleable, or transferable by you other than by will or by the laws of descent and distribution (or, in
the case of RSUs that are forfeited or canceled, to the Company). Any purported assignment, sale or transfer
thereof shall be void and unenforceable against the Company. If the Committee so indicates in writing to you, you
may designate one or more beneficiaries who may exercise your rights under this RSU agreement and receive any
property distributable with respect to this RSU award upon your death or Disability. Shares issued in settlement of
this RSU award, and any rights under this RSU award, shall be payable or

exercisable, during your lifetime only by you or, if permissible under applicable law, by your guardian or legal
representative.
Adjustment, Recoupment, Forfeiture
Notwithstanding anything to the contrary contained, in consideration of the grant of this RSU award, you agree
that this RSU award and any payments under it will be subject to forfeiture or repayment to the extent provided for
in the Pitney Bowes Inc. Compensation Recoupment Policy, as in effect
from time to time, and the Plan. In the event of any inconsistencies between this RSU agreement and any
applicable clawback policy, the clawback policy will govern in any and all cases.
Data Privacy
In order for Pitney Bowes to meet its administrative, tax and legal obligations under the Plan, you agree to allow
the Company to collect, process and transfer personal data about you, as described below. Such data includes,
without limitation, the information provided in the award materials and other personal data such as your name,
work address, work telephone, employment status, salary, details of common stock and awards for common stock
held or previously made and any other personal data required and relevant to the administration of the Plan, tax
compliance and reporting purposes. Because Pitney Bowes is a multinational Company, in the case of non-U.S.
residents, such personal data will be transferred to the United States of America and possibly to other locations
where Plan administration information collection and processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any of its
subsidiaries, any outside third-party plan administrators as selected by the Company and any other person that the
Company may engage in the administration of the Plan. You may exercise your right to access and correct your
personal data at any time by contacting your local human resources representative or by accessing Workday, where
available. By accepting the RSUs, you agree to the collection, use, and storage of your personal data for purposes
described in this award. If you do not agree, you may revoke the award by contacting your local Human Resources
Representative.
Amendment, Modification or Termination and Adjustment for Errors
This RSU award and this RSU agreement are subject to amendment, modification or termination by the Company at
any time as provided in the Plan. The Company reserves the right to correct any administrative error in this RSU
agreement.
Terms of the 2024 Stock Plan
These RSUs are subject to the terms of the Plan. In the event of any conflict between the provisions of the Plan
and the provisions of this RSU agreement, the provisions of the Plan shall govern. You hereby accept as final,
conclusive and binding any decisions by the Committee with respect to the interpretation or administration of the
Plan and this RSU agreement. A copy of the Plan and further information concerning the Plan is available on the
Company’s intranet.
By acceptance of this RSU agreement, you agree to accept the terms of the RSU award as set forth herein
and in the Plan.

Exhibit 10(jj)

###GRANT_DATE###
###PARTICIPANT_NAME###
###HOME_ADDRESS###
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Non-Employee Directors)
The details of your Restricted Stock Unit (“RSU”) award granted to you by Pitney Bowes Inc. (the “Company”) under the Pitney
Bowes Inc. Directors’ Stock Plan (the “Plan”) are described in this agreement (“Award Agreement”). Capitalized terms used but not
defined herein shall have the meanings ascribed to them under the Plan.
About Your RSU Award
Pursuant to the terms of the Plan, you have received an award of RSUs with respect to a number of shares of Common Stock having a
Fair Market Value on the award date equal to [$XXX,XXX]. A whole number of RSUs was determined by rounding up to the nearest
whole unit. An RSU represents your right to one share of Common Stock after a specified restriction period. The award date, the
number of RSUs that have been awarded, the award date value, and the vesting provisions are specified below.
Award Date
Number of RSUs
Award Date Value
Vesting Date

###GRANT_DATE###

###TOTAL_AWARDS###

[$XXX,XXX]

[XX/XX/XXXX]
Your Rights with Respect to the Restricted Stock Units
You will have the right to receive dividend equivalents in connection with the RSUs. Accordingly, you will receive payments
equivalent to the cash dividends or other distributions paid on the shares of Common Stock underlying the RSUs, which payments shall
be paid to you in cash as and when such dividends or other distributions are paid to holders of Common Stock. Except with respect to
the dividend equivalent rights, you will not have any rights as a shareholder with respect to the RSUs and will not have the right to vote
the shares underlying the RSUs until the RSUs vest and are converted to shares of Common Stock.
Vesting, Conversion of Restricted Stock Units and Issuance of Common Stock
As noted above, your RSUs will vest in full as indicated above (“Vesting Date”), provided you are in continued service with the
Company from the award date until the Vesting Date, except as otherwise provided below. As soon as practicable after the RSUs vest,
the Company shall cause to be issued one share of Common Stock for each vested RSU, which will be posted to your account at
Shareworks (1-877-380-7793 within the U.S. or 1-403-515-3909 from outside the United States), in book-entry form. In the case of
death before issuance, the issued Common Stock will be registered in the name of your estate’s legal representatives, heirs by will or
laws of descent or your beneficiary, as applicable. Upon settlement of the RSUs in shares of Common Stock, you will obtain full voting
rights and will be entitled to receive cash dividends and other distributions paid with respect to shares of Common Stock issued to you.
If you are eligible to defer the conversion of RSUs into Common Stock and have so elected in accordance with the

terms of the Pitney Bowes Director Equity Deferral Plan as in effect from time to time (or applicable successor plan), the vested
RSUs will not be settled upon vesting but will be deferred pursuant to your election. You will be entitled to receive dividend
equivalents on your vested RSUs, but you will not be entitled to vote the shares subject to your vested RSUs.
Termination Provisions and Vesting of RSUs
Except as provided below, unvested RSUs will be forfeited if your service as a member of the Board terminates prior to the Vesting
Date.
TERMINATION EVENT
TREATMENT OF UNVESTED RSUS
Death or Disability*
Unvested RSUs immediately vest
Change in Control (per the terms of the Plan)
Unvested RSUs immediately vest
* Disability vesting occurs on the date of termination of Board service due to Disability. Disability shall be determined by the Governance Committee of
the Board.
Taxes
You are solely responsible for the satisfaction of all taxes that may arise in connection with the RSUs granted hereunder. Except as
otherwise required by applicable law or regulation, no taxes shall be withheld with respect to the RSUs and Form 1099 will be issued
for the value of the shares of Common Stock issued.
This award is intended to be exempt from the applicable requirements of section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”) and shall be administered accordingly. Notwithstanding any provision to the contrary herein, payments or
distributions made with respect to this award may only be made in a manner and upon an event permitted by Section 409A, to the
extent applicable. To the extent that any provision of this Award Agreement would cause a conflict with the requirements of Section
409A, or would cause the administration of the RSUs to fail to satisfy the requirements of Section 409A or an exemption, such
provision shall be deemed null and void to the extent permitted by applicable law.
Limits on Transfer
The RSUs may not be sold, assigned, pledged or otherwise transferred, other than by will or the laws of descent and distribution. Shares
of Common Stock underlying the RSUs may not be sold, assigned, pledged or otherwise transferred unless and until such shares are
issued free and clear of all transfer restrictions imposed under this Award Agreement or the Plan. Any purported assignment, sale or
transfer thereof shall be void and unenforceable against the Company. Neither the RSUs nor any rights under the RSUs shall be the
subject of short-term speculative trading in Company securities, including hedging, short sales, “put” or “call” options, swaps, collars
or any other derivative transactions. If the Administrator so indicates in writing to you, you may designate one or more beneficiaries
who may exercise your rights and receive any property distributable with respect to the RSUs upon your death.
Terms of the Plan
RSU awards are subject in all respects to the detailed terms and conditions of the Plan, the terms of which are incorporated herein by
reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Administrator shall be conclusive upon any
question arising hereunder. Your receipt of the RSUs awarded hereunder constitute your acknowledgment that all decisions and
determinations of the Administrator with respect to the Plan, this Award Agreement, and/or the RSUs shall be final and binding on you,
your beneficiaries and any other person having

or claiming an interest in the RSUs.
Governing Law
The validity, construction, interpretation and effect of this Award Agreement shall exclusively be governed by, and determined in
accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
By receipt of this Award Agreement, you agree to accept the terms of the award as set forth herein and in the Pitney
Bowes Inc. Directors’ Stock Plan.

Exhibit 19
Policy title:
Insider Trading
Date effective:
February 2025
1. Purpose
This policy sets forth the policies of Pitney Bowes (collectively “Pitney Bowes” or the Company”) with respect to
transactions in the Company’s securities by Pitney Bowes, directors of Pitney Bowes Inc. and employees while aware of
material non-public information about the Company and all direct and indirect operations of the Company.
2. Scope
This policy applies to Pitney Bowes, the Pitney Bowes Board of Directors (the “Board”), and all employees within all
operations worldwide.
3. Definitions
None.

4. Policy Statement
This policy statement is divided into three parts. Part I applies to all employees and the Board and describes the prohibition
on insider trading. Part II imposes additional restrictions on individuals who have been informed in writing that the Chief
Executive Officer (or his designee) has designated them as Restricted Persons. The Restricted Persons group includes
Section 16 officers (as defined below), the Board, as well as certain employees, due to the nature of their work at Pitney
Bowes. Part III applies to Pitney Bowes.

Part I. All Employees and the Board
Pitney Bowes expects all employees and directors to guard against the misuse of confidential information in securities
trading and to comply fully with the laws prohibiting insider trading and tipping. This also applies to family members or
domestic partners who share the same address as, or who are financially dependent upon an employee or director, family
members or domestic partners who are directed by the employee or director or subject to the employee or director’s
influence or control, and any corporations, partnerships, trusts, or other entities owned or controlled by the employee or
director, or by family members or domestic partners who share the same address as, or who are financially dependent
upon, such employee or director.
“Insider trading” is transacting in the Company’s securities, including making any offer to purchase or offer to sell or giving
any gift of the Company’s securities, while in the possession of material, non-public information. “Tipping” is directly or
indirectly encouraging transactions by others of the Company’s securities, in each case, while aware of material, non-public
information about the Company.
Information is considered “material” if there is a substantial likelihood a reasonable investor would consider it important in
deciding whether to buy, sell, or retain a security. Material information may be either good or bad and is not limited to
financial information. Some examples of inside information may include: Company earnings forecasts, “guidance,” potential
acquisitions, divestitures, asset sales, facility closures, information relating to

major litigation, joint ventures, price increases or decreases, shipment volumes, major business interruptions, labor
contracts, capital expenditure forecasts, major new products, major new or lost customers or contracts, stock repurchase
programs, issuance of securities (public or private placement), tender offers, creation of a direct financial obligation,
dividend changes, senior management changes and changes in auditors.
Information is “non-public” if it has not been previously disclosed to the general public and is otherwise not generally
available to the investing public. In order for information to be considered “public,” the information must be widely
disseminated in a manner making it generally available to the investing public with enough time for the investing
public to absorb the information fully. Information is generally considered “public” one full trading day after there has
been an announcement of the information by Pitney Bowes through appropriate channels, such as an announcement
through the internet, television, news wire services, a publicly available Securities and Exchange Commission filing, or in a
document like an annual report or prospectus. The fact that rumors, speculation, or statements attributed to unidentified
sources are public is insufficient even when the information is accurate.
This policy also applies to instances where an employee or director transacts in the securities of other companies, which
are Pitney Bowes customers, distributors, vendors, or suppliers, or firms with which Pitney Bowes may be negotiating a
major transaction and such transacting individual is aware of material, non-public information about such other company as
a result of the person’s employment or relationship with Pitney Bowes.
Insider trading and tipping are serious offenses that can result in civil and criminal penalties. Although the law governing
insider trading is U.S.-based, it applies to Pitney Bowes employees worldwide.
A. Short-Term Speculative Trading Prohibited
Employees and directors are prohibited from engaging in short-term, speculative (“in and out”) transactions in Pitney Bowes
securities, as well as hedging and other derivative transactions with respect to Pitney Bowes securities (other than
transactions in employee stock options). These prohibited transactions are characterized by short sales, “put” or “call”
options, swaps, collars or similar derivative transactions. Such transactions by Pitney Bowes employees and directors can
create the appearance of impropriety and may become the subject of investigative action by the Securities and Exchange
Commission or another regulatory authority, in the event of any unusual activity in the stock or the stock price performance.
B. Covered Transactions
The following transactions are prohibited (1) when an individual is aware of material non-public information, (2) for Restricted
Persons and Related Parties (as defined below), during a Blackout Period (defined below) or (3) for Restricted Persons and
Related Parties, when an Allowable Transaction Period (defined below) is not in effect:

1. Purchasing or selling Pitney Bowes securities in the open market (including through a broker).
2. Exercising employee stock options where all or a portion of the acquired stock is immediately sold.
3. Making additional cash investments under the Company’s Dividend Reinvestment Plan.
4. Switching existing balances into or out of Pitney Bowes stock in the Company’s 401(k) Plan.
5. Switching existing balances out of Pitney Bowes phantom stock units in the Company’s Deferred Incentive Savings Plan.
6. Gifting Pitney Bowes securities to an individual or a philanthropic contribution to a 501(c)(3) or similar organization (unless
the donor has received written confirmation that the recipient will not sell the shares during the current Blackout Period).
7. Transferring Pitney Bowes securities to or from a trust to the extent that the transfer will result in a change in beneficial
ownership of the securities.
C. Exempted Transactions
The following transactions are acceptable even when aware of material non-public information, during Blackout Periods or
when an Allowable Trading Period is not in effect. Note that pre-clearance is required for Restricted Persons and Related
Parties (as defined below):
1. Exercising stock options, either on a “cash for stock” or “stock for stock” basis, where no Pitney Bowes stock is sold to
fund the option exercise.
2. Matching contributions in Pitney Bowes stock in the Pitney Bowes 401(k) and 401(k) Plus Plans.
3. Regularly reinvesting dividends under the Dividend Reinvestment Plan.
4. Transferring Pitney Bowes securities to or from a trust (including a Grantor Retained Annuity Trust) to the extent that the
transfer does not result in a change in beneficial ownership of the securities.
5. Regularly continuing purchases of Pitney Bowes stock through Pitney Bowes’ ESPP.
6. Transacting pursuant to properly approved Rule 10b5-1 Plans (see Part II.C).
7. Any transaction specifically approved in advance by the General Counsel, except if the transaction is made by a Section
16 officer or a director, in which case the transaction must be specifically approved in advance by the Board.
Questions regarding the prohibition on insider trading or concerning this policy may be directed to the Executive Vice
President, General Counsel (the “General Counsel”) or, if he or she is unavailable, such person’s designee.
Part II. Restricted Persons
Part II of this policy applies to the Board, Section 16 officers and to certain employees who have been notified of their
designation as a Restricted Person. The policy statements and prohibitions set forth in Part I of this policy apply to all
Restricted Persons. The provisions of Part II will govern to the extent that any requirement set forth in Part II conflicts with or
is more restrictive than the requirements set forth in Part I.

“Section 16 officer” means the Company’s president, principal financial officer, principal accounting officer (or if none, the
controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales,
administration or finance), and any other officer who performs a policy-making function, as determined from time to time by
the Board, or any other person who performs similar policy-making functions of the Company, as determined from time to
time by the Board. Officers of the Company’s subsidiaries shall also be deemed officers of the Company if they perform
policy-making functions for the Company, as determined from time to time by the Board.
A. Pre-clearance of Transactions in Pitney Bowes Stock
All Restricted Persons and Related Parties (as defined below) must pre-clear any planned transactions (including gifts) in
Company securities, as described below:
1. Who must pre-clear:
· Restricted Persons; and,
· Related Parties, which is defined as: (A) family members or domestic partners who share the same address as, or who
are financially dependent upon, a Restricted Person (B) family members or domestic partners who are directed by the
Restricted Person or subject to the Restricted Person’s influence or control, and (C) all corporations, partnerships, trusts
or other entities owned or controlled by either the Restricted Person, family members or domestic partners who share the
same address as, or who are financially dependent upon, a Restricted Person.
2. When pre-clearance is required:
· Any time a Restricted Person or a Related Party transacts in Pitney Bowes securities, including transactions in the
“Exempted Transactions” list in Part I.C above.
· Any time a Restricted Person or a Related Party exercises employee stock options where all or a portion of the
acquired stock is immediately sold.
· Any time a Restricted Person or a Related Party makes a gift of Pitney Bowes securities (including estate
planning, transfers to trusts, or other tax planning and related transactions).
3. Where to pre-clear:
Please contact the General Counsel or, if he or she is unavailable, the General Counsel’s designee.
It is expected that any planned transaction will be executed within 48 hours of receiving clearance from the General
Counsel or their designee. If additional time elapses, another pre-clearance will be required since circumstances may
have changed over that time-period. If the person requesting pre-clearance acquires material, non-public information
concerning the Company prior to executing the transaction, such transaction may not be executed.

If a proposed transaction is not approved under the pre-clearance policy, the person requesting pre-clearance should
refrain from initiating any transaction in Company securities and should not inform anyone within or outside of the
Company of the restriction.
B. Allowable Trading Periods
· Trading in Pitney Bowes securities is permitted only during an Allowable Trading Period (as defined below), provided
that the Restricted Person or a Related Party is not in possession of material, non-public information.
· Each quarter, the allowable trading period commences one full market trading day following the public announcement
of the Company’s earnings and continues for a period of forty (40) calendar days (the “Allowable Trading Period”). All
Restricted Persons will receive on a quarterly basis a schedule reflecting the dates of the Allowable Trading Periods
based upon the planned earnings release dates for the year.
· There may also be times during the quarterly Allowable Trading Periods when material information exists, which for
business or legal reasons is not available for public disclosure. Consequently, transacting in Company securities during
such times would be inappropriate for Restricted Persons or any Related Party (a “Blackout Period”). It is, therefore,
important for Restricted Persons to notify the General Counsel, or, if he or she is unavailable, their designee, in advance
of executing any transaction. Restricted Persons may not be aware there is an unscheduled Blackout Period, so pre-
clearance is required.
C. Restricted Person 10b5-1 Plans:
Restricted Persons may enter into (or modify, including terminations) trading arrangements under Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), solely with the prior written consent of the General
Counsel. Such plans must meet the applicable requirements of Rule 10b5-1 under the Exchange Act.
Transactions executed pursuant to a properly approved Rule 10b5-1 Plan are not subject to preclearance requirements
under this Policy.
D. Margin Accounts
The Company’s directors and executive officers are prohibited from holding Company securities in a margin account unless
all Company securities held in such account are blocked from being margined or pledged as collateral.
Part III. Pitney Bowes
Part III of this policy applies to Pitney Bowes and covers transactions by the Company in the Company’s securities. From
time to time, Pitney Bowes may engage in transactions in its own securities. It is Pitney Bowes’ policy to comply with all
applicable securities and state laws (including appropriate approvals by the Board or appropriate committee, if required)
when engaging in transactions in Pitney Bowes’ securities.

5. Compliance and Enforcement Responsibilities:
All employees have responsibility for promptly reporting violations of this policy. All managers have responsibility for ensuring
their personnel participate in the Company’s training on insider trading. The Vice President, Deputy General Counsel is
responsible for maintaining this policy.
Violations of this policy must be reported to any attorney in the Legal Department, the General Counsel or their designee, or, if
they are unavailable, the Global Ethics Office. All reports of alleged violations of this policy will be investigated.
Violations of this policy may result in disciplinary action including termination, and/or civil and criminal prosecution.

Exhibit 21
PITNEY BOWES INC.
SUBSIDIARIES OF REGISTRANT
The Registrant, Pitney Bowes Inc., a Delaware Corporation, has no parent
The following are subsidiaries of the Registrant
(as of December 31, 2024)
Subsidiary Name
Country or state of incorporation
B. Williams Funding Corp.
Delaware
Cresco Data Australia Pty Ltd
Australia
Cresco Data Pte. Ltd
Singapore
Harvey Company, L.L.C
Delaware
MCGW Technology Development Private Limited
India
Mount Verde Insurance Company, Inc.
Vermont
OldEurope Limited
United Kingdom
OldMS Limited
United Kingdom
PB Equipment Management Inc.
Delaware
PB European UK LLC
Delaware
PB Nova Scotia Holdings ULC
Canada
PB Nova Scotia II ULC
Canada
PB Professional Services Inc.
Delaware
PB Worldwide Inc.
Delaware
Pitney Bowes (Asia Pacific) Pte. Ltd
Singapore
Pitney Bowes Australia FAS Pty Limited
Australia
Pitney Bowes Australia Pty Limited
Australia
Pitney Bowes Brasil Equipamentos e Servicos Ltda
Brazil
Pitney Bowes Deutschland GmbH
Germany
Pitney Bowes Finance Limited
United Kingdom
Pitney Bowes Funding SRL
Barbados
Pitney Bowes Global Ecommerce Ireland Limited
Ireland
Pitney Bowes Global Ecommerce UK Limited
United Kingdom
Pitney Bowes Global Financial Services LLC
Delaware
Pitney Bowes Global Limited
United Kingdom
Pitney Bowes Global LLC
Delaware
Pitney Bowes Holdco Limited
United Kingdom
Pitney Bowes Holding SNC
France
Pitney Bowes Holdings Limited
United Kingdom
Pitney Bowes India Private Limited
India
Pitney Bowes International Finance Limited
United Kingdom
Pitney Bowes International Holdings, Inc.
Delaware
Pitney Bowes Ireland Limited
Ireland
Pitney Bowes Japan K.K.
Japan
Pitney Bowes Limited
United Kingdom
Pitney Bowes Luxembourg Holding S.a.r.l.
Luxembourg
Pitney Bowes New Zealand Limited
New Zealand
Pitney Bowes Nova Scotia ULC
Canada
Pitney Bowes of Canada Ltd. - Pitney Bowes du Canada Ltee
Canada
Pitney Bowes Polska Sp. z.o.o.
Poland
Pitney Bowes Presort Services, LLC
Delaware

Pitney Bowes Puerto Rico, Inc.
Puerto Rico
Pitney Bowes SAS
France
Pitney Bowes Shelton Realty LLC
Connecticut
Pitney Bowes Software Pty Ltd
Australia
Pitney Bowes UK Funding Limited
United Kingdom
Pitney Bowes UK LP
United Kingdom
The Pitney Bowes Bank, Inc.
Utah
Wheeler Financial from Pitney Bowes Inc.
Delaware

EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-269872) and on Form S-8 (Nos. 333-279323,
333-266460, 333-240336, 333-231313, 333-224833, 333-190308, 333-132591, 333-132590, and 333-05731) of Pitney Bowes Inc. of our report dated
February 21, 2025 relating to the financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting,
which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
February 21, 2025

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lance Rosenzweig, certify that:
1.    I have reviewed this Annual Report on Form 10-K of Pitney Bowes Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: February 21, 2025
/s/ Lance Rosenzweig
Lance Rosenzweig
Chief Executive Officer

Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John A. Witek, certify that:
1.    I have reviewed this Annual Report on Form 10-K of Pitney Bowes Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: February 21, 2025
/s/ John A. Witek
John A. Witek
Interim Chief Financial Officer and Interim Chief Accounting
Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Pitney Bowes Inc. (the "Company") on Form 10-K for the year ended December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Lance Rosenzweig, Chief Executive Officer of the Company, certify, to the best
of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ Lance Rosenzweig
Lance Rosenzweig
Chief Executive Officer
Date:    February 21, 2025
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Pitney Bowes Inc. (the "Company") on Form 10-K for the year ended December 31, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, John A. Witek, Interim Chief Financial Officer and Interim Chief Accounting
Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ John A. Witek
John A. Witek
Interim Chief Financial Officer and Interim Chief
Accounting Officer
Date:    February 21, 2025
The foregoing certification is being furnished solely to accompany this report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.