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  • Location: Connecticut 
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    Pitney Bowes Shaping our next century of growth Pitney Bowes Annual Report 2020


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    2020 was an extraordinary year for the world, one that tested us all greatly. Despite the challenges, with remarkable effort and focus, our people delivered. And together, we moved Pitney Bowes 2.0 into a new era of growth and high performance. Outstanding Innovator Award for web user experience from UserTesting’s Growth in Revenue illumi awards Our highest modern-day organic growth rate in several years Pitney Bowes recognized as part of Forbes’ annual list of America’s Best Employers for Women 2020. Dividend Return to Shareholders Management Top 250 Drucker Institute recognizes Pitney Bowes among the Most Effectively Managed Companies


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    Marc B. Lautenbach President and Chief Executive Officer Fellow shareholders: Going into 2020, we intended to come out of the year a stronger company. And we did. Despite the global pandemic, the malware virus attacks, and despite social unrest and dislocations in the world around us that affected us all, we succeeded. This took extraordinary effort, and I couldn’t be more proud of the people of Pitney Bowes, our amazing, resilient — and essential — workforce. Our people were up to every task and, in every way possible, a true team. Each one of our businesses gained market share and closed in on profitable growth, and all are moving into our next century on a better competitive footing than we started off on a year ago. Dislocations create opportunity. Consumer behavior changed because it had to, and that drove a substantial increase in ecommerce purchases. So much so that we had to accelerate investments to meet demand. There were certainly some growing pains, but you can’t find many billion-dollar-plus businesses that grow 40 percent in a year. Our Global Ecommerce business is now at scale, something we wouldn’t have anticipated happening for another two or three years. We’re also on the threshold of profitable growth, which was our plan all along. There’s a certain anatomy to transformations — quick wins, sustained investment, revenue growth and then profitable revenue growth. That’s been our path over the past decade. When we say Pitney Bowes 2.0, that’s what we mean. Pitney Bowes has entered a whole new phase of growth in its long and storied evolution. Our focus now is execution, at scale. And, we expect extraordinary things. Pitney Bowes Annual Report 2020 1


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    Letter to Shareholders In the short term, to accommodate the rise in ecommerce demand, we made bigger investments than expected, but those investments are expected to pay off sooner, as well. Our SendTech business reached profitable revenue growth in the fourth quarter — coming from new products that are oriented toward new markets, specifically shipping, and new digital and digitally enabled channels. And our financial services business continues to be our “secret sauce.” We’re not a technology company as much as a leader in enabling commerce that uses innovative technology and smart tools, in a really smart way, to serve clients and to drive competitive advantage. We have focused the Company on where we have true advantage and N E W D I G I TA L S E N D I N G T E C H N O LO G I E S where we have a right to win. Pitney Bowes has begun a new era, entering our second century, transformed and ready to drive profitable growth. Continuing to raise the The numbers speak for themselves. Revenue growth bar for cost-effective of 11 percent year over year and more than half of expedited services. our revenue coming from new products. For 100 years, Pitney Bowes has been a resilient Our SendTech new solutions include company. The Company was born at the end of the last Pitney Bowes Same-Day Delivery through pandemic, so resilience is nothing new for our company. our cloud-based SendPro® Online sending This pandemic is probably one of the worst things I’ve platform — providing access to a curated had to live through as a business executive. The human network of Pitney Bowes service providers and economic cost has been staggering. through a single shipping platform. Our SaaS-based sending platform, SendPro® Our focus for COVID-19 was immediately bi-modal. Enterprise, perfectly suits larger organizations In the short term, our priority was the health and adapting to remote working, providing detailed well-being of our team and to ensure the Company analytics to improve cost control and visibility had the financial wherewithal to endure the pandemic. across entire organizations. A new Smart Locker It quickly became apparent the Company was in strong solution facilitates zero-touch contactless financial shape, and our focus turned to coming out delivery, ideal for organizations with centralized mailrooms, such as enterprises and universities, of the pandemic stronger. And that’s what we did. as well as retailers that are under pressure The future we imagined for Pitney Bowes is here. to meet growing parcel delivery demands, while minimizing face-to-face interactions. Our objective is to be a high-performance company — Our refreshed SendPro Online solution a thriving ecommerce shipping business, the leading brings enhanced multi-carrier capabilities mailing business and a promising global financial for increased choice and greater savings to services business, all building off our deep expertise small and medium-sized businesses. and brand permission in mailing. Over the past eight years, we moved into natural adjacencies for us, squarely in growth markets, 2 Pitney Bowes Annual Report 2020


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    drawing on all our strengths. We added expertise, • $3.6 billion in revenues, up by 11 percent proficiencies and technologies integral to growth today • $0.30 reported adjusted earnings per diluted share and for the future. We invested in and continue to drive (Adjusted EPS); GAAP EPS showed a loss of $1.06 meaningful innovation — creating and expanding new capabilities and innovating new possibilities. We never • Free cash flow of $283 million — almost $100 million wavered from our long-term view or compromised more than 2019 for short-term gains. • $302 million in cash generated from operations Pitney Bowes may be entering a new era, but we’ve always • $34 million returned to shareholders through been leading for the long term, focused on long-term dividend payments value creation. We simply do not make moves for the sake of being expedient. You don’t get to be 100 years old • Debt reduced by $175 million — as a business — by taking the easy way. • Global Ecommerce generated $1.6 billion in revenue, Our businesses continue to expand. We continue to representing growth of 41 percent leverage the power of Commerce Cloud. SendTech, • Global Ecommerce processed approximately our “legacy” mail business, has transformed into a 222 million domestic parcels in the United States, contemporary 21st-century business. SendTech an increase of 74 percent over prior year continues to bring new products to market, delivered in channels that didn’t exist five years ago. We are offering • Presort Services processed a total of 16.7 billion software-as-a-service solutions running on open pieces of mail platforms. For the Pitney Bowes enterprise, we have • SendTech shipped 20,000 SendPro® Mailstation integrated and streamlined all of our business processes devices since introducing it in April — the latest and modernized the underlying technology platform. extension of our SendPro line of internet-connected What stays the same, always: We do the right thing sending devices that enable clients to use a single the right way. device for both shipping and mailing We quite consciously place ourselves at the intersection And, while I’m not convinced the short-term stock of values and commercial success. I have always said price is always a complete barometer of a company’s that if you want to create value for your shareholders, strength, it was gratifying to see our efforts over you have to do right by your clients, your employees the past eight years show up in the stock price as and your communities. That’s always been our way. it increased by 50 percent in 2020. 2020 Business Performance Highlights The Character of Our Culture The year represented an important milestone for the Our remarkable talent works in a culture of excellence, Company, as we celebrated our 100th anniversary and with passion and a proven ability to innovate, to simultaneously saw real progress in our transformation persevere and to succeed. Our focus on being diverse for the future. and inclusive makes this all the stronger. This has been true for a while. We didn’t strive to create a diverse team We achieved double-digit revenue growth for the and board because it was trendy. We did it because year, the fourth consecutive year of constant currency we firmly believe that diversity makes us better and revenue growth and our highest modern-day organic inclusion is essential to drive engagement and deliver growth rate in several years for Pitney Bowes. value to all our stakeholders. We have a diverse Significantly, half of that revenue came from our new workforce, leadership team and board and we know shipping businesses. A closer look at the numbers tells we can and must continue to do more. a great story. Pitney Bowes Annual Report 2020 3


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    Letter to Shareholders A B E S T E M P LOY E R F O R WO M E N Pitney Bowes gaining recognition as a great and inclusive workplace. Pitney Bowes was recognized as part of Forbes’ annual list of America’s Best Employers for Women 2020. This prestigious award is presented by Forbes and Statista Inc., the world-leading statistics portal and industry-ranking provider. Over 75,000 US employees — 45,000 of whom are women — participated in the independent survey focused around issues relevant to women in the workplace, including: Discrimination, Family Support, Flexibility, Parental Leave, Pay Equity, and Representation & Career. We continue to earn recognition as a company to be disease or solve climate problems, but Pitney Bowes has proud of. Forbes named Pitney Bowes to its annual list of made a difference in our communities for 100 years. America’s Best Employers for Women and Best Employers James Allen, the novelist, said, “Adversity does not build for Diversity. Newsweek put us on its list of Most character, it reveals it.” In that sense, 2020 was a very Responsible Companies. revealing year. When the global pandemic hit, we More important is how our people feel about us. instituted protocols to keep our people safe and secure Throughout our multi-year transformation, we have and create new ways of working. Essential personnel got seen a related increase in employee engagement the protective gear they needed. We reorganized how scores overall, and even in the midst of the pandemic, work got done to enforce proper distancing. Those who our employee engagement survey results continued to could, worked from home. We not only kept everyone rise. We are especially focused on several areas that we working productively, we added personnel to meet think are strategic enablers in delivering long-term burgeoning demand. value, which include client focus, teamwork, innovation, To a degree, the nature of the pandemic played to manager effectiveness, sustainable engagement, and our strengths. First, we have always been — for 100 diversity and inclusion. We measure our progress against years — a company that cares about our people, and the high-performing companies. Over time our results feeling is mutual. Our second CEO, Walter Wheeler, said have become consistent with other high-performing that if you treat your people right, they will “exert more companies in several of these focus areas, with discretionary effort.” Never was that truer than in the some areas of focus, such as diversity and inclusion, previous year, when so many of our essential workers now exceeding high performance. went to our distribution and sortation centers each day I’m heartened by this, because the number-one to do the essential work to keep commerce moving. predictor of successful transformation, just ahead Second, we have long valued flexibility and encouraged of revenue growth, is engaged employees. remote and agile work. So, it was a short putt for many of us to go from the office to home, or to adjust to new We’re trying to make a difference in the world. We are protocols, and keep our focus and keep giving our all. not the largest company around, and we do not cure 4 Pitney Bowes Annual Report 2020


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    Throughout our many communities worldwide, our people contributed to COVID-19 response efforts. And, through our support of many organizations, including the United Way TA K I N G AC T I O N F O R E D U C AT I O N EQ U I T Y Worldwide COVID Community Response and Recovery Fund, and, in Connecticut, the Stamford Hospital, we worked to Promoting fairness address the urgent needs faced by healthcare providers and those most in need during this challenging period. and opportunity for all. Apart from the pandemic, we have always valued community engagement and supported our communities with actions and Pitney Bowes invited other companies resources. For many years, our efforts have coalesced around in Fairfield County to establish a plan combating social inequities through closing educational gaps. of action for education equity in local school districts. In conjunction In our role in the Business Roundtable, we have pushed for and with Fairfield County’s Community supported STEM education in disadvantaged communities. In Foundation, this led to the formation Fairfield County, the site of our global headquarters, we organized of the Fairfield County Business local business leaders to play a more direct role in funding Collaborative for Education Equity. and guiding efforts to create better educational outcomes, The founding corporate members are particularly for students of color — helping to create a diverse seeking to help reduce and eliminate next generation of creators and innovators. disparities that impact the region’s most vulnerable pre-K through 12+ students, On the sustainability front, we achieved our five-year target for parents and guardians, as well as carbon emission reduction one year early — and we continue teachers and staff. working to build on this success. The Climate Leadership Awards 2020 recognized Pitney Bowes for excellence in greenhouse gas management. We also never stopped fostering deep relationships with our clients. 2020 was a difficult year for far too many, but a good year to reveal what one really believes about what enterprises are supposed to do in this world. And I’m proud of how Pitney Bowes operated this year. The world sees us as a well-run, responsible company and a great one to work for. This is something I believe we have earned from the strength of our culture and the earnest efforts of our people. Welcome to Pitney Bowes 2.0 — your high-performance company. Our future is now, and our story has just begun. Sincerely, Marc B. Lautenbach President and Chief Executive Officer Pitney Bowes Annual Report 2020 5


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    Summary of Selected Financial Data For the year 2020 2019 2018 (amounts in thousands, except per share data and total employees) As reported Revenue $ 3,554,075 $ 3,205,125 $ 3,211,522 Net (loss) Income $ ($181,544) $ 194,609 $ 241,811 Diluted (loss) earnings per share from continuing operations $ ($1.12) $ 0.23 $ 0.96 Net cash provided by operating activities $ 301,972 $ 267,883 $ 344,652 Depreciation and amortization $ 160,625 $ 159,142 $ 148,464 Capital expenditures $ 104,987 $ 137,253 $ 137,810 Dividends per share of common stock $ 0.20 $ 0.20 $ 0.75 Weighted average diluted shares outstanding 171,519 177,449 188,382 Total assets $ 5,220,137 $ 5,466,900 $ 5,938,419 Total debt $ 2,564,393 $ 2,739,722 $ 3,265,608 Stockholders’ equity $ 66,395 $ 286,096 $ 101,842 Total employees 11,500 11,000 13,300 As adjusted EBIT $ 213,584 $ 279,341 $ 414,430 Net income $ 52,132 $ 119,850 $ 197,842 Diluted earnings per share $ 0.30 $ 0.68 $ 1.05 Free cash flow $ 283,110 $ 184,335 $ 302,699 EBIT to interest 1.4x 1.8x 2.6x EBITDA $ 374,209 $ 438,483 $ 562,894 6 Pitney Bowes Annual Report 2020


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    Reconciliation of Reported Consolidated Results to Adjusted Results For the year 2020 2019 2018 (dollars in thousands, except per share data) Net (loss) income $ (181,544) $ 194,609 $ 241,811 Income from discontinued operations, net of tax (10,115) (154,460) (60,106) Restructuring charges and asset impairments 15,641 52,427 20,071 Goodwill impairment 196,600 — — Gain on sale of equity investment (8,943) — — Tax on surrender of company-owned life insurance policies 12,229 — — Loss on extinguishment of debt 27,777 4,961 5,933 Loss on dispositions and transaction costs 487 22,313 1,012 Pension settlement — — 23,402 Tax adjustments, net — — (34,281) Adjusted net income 52,132 119,850 197,842 Interest expense, net 153,915 155,558 159,757 Provision for income taxes, as adjusted 7,537 3,933 56,831 Adjusted EBIT 213,584 279,341 414,430 Depreciation and amortization 160,625 159,142 148,464 Adjusted EBITDA $ 374,209 $ 438,483 $ 562,894 Diluted (loss) earnings per share $ (1.06) $ 1.10 $ 1.28 Diluted earnings per share — discontinued operations (0.06) (0.87) (0.32) Restructuring charges and asset impairments 0.09 0.30 0.11 Goodwill impairment 1.13 — — Gain on sale of equity investment (0.05) — — Tax on surrender of company-owned life insurance policies 0.07 — — Loss on extinguishment of debt 0.16 0.03 0.03 Loss on dispositions and transaction costs — 0.13 0.01 Pension settlement — — 0.12 Tax adjustments, net — — (0.18) Adjusted diluted earnings per share $ 0.30 $ 0.68 $ 1.05 Net cash provided by operating activities $ 301,972 $ 267,883 $ 344,652 Net cash used in (provided by) operating activities — discontinued operations 37,912 (9,272) 7,916 Capital expenditures (104,987) (137,253) (137,810) Restructuring payments 20,014 27,148 52,730 Changes in customer deposits at PB Bank 26,082 16,341 21,008 Transaction costs paid 2,117 19,488 14,203 Free cash flow $ 283,110 $ 184,335 $ 302,699 The sum of earnings per share amounts may not equal the totals due to rounding. The Company’s financial results are reported in accordance with generally accepted accounting principles (GAAP); however, the Company uses certain non-GAAP measures such as adjusted net income, adjusted earnings before interest and taxes (EBIT), adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted earnings per share and free cash flow to exclude the impact of special items like discontinued operations, restructuring charges, goodwill impairment charges, gains, losses and costs related to acquisitions and dispositions, asset impairment charges and other unusual or one-time items. While actual Company income or expenses, these items can mask underlying trends associated with the business. Such items are often inconsistent in amount and frequency and as such, the non-GAAP measures provide investors greater insight into the underlying operating trends of the business. Free cash flow provides investors insight into the amount of cash that management could have available for other discretionary uses. Free cash flow adjusts GAAP cash from operations for cash flows of discontinued operations, capital expenditures, restructuring payments, changes in customer deposits held at the Pitney Bowes Bank and transaction costs. The adjusted financial information should not be construed as an alternative to our reported results determined in accordance with GAAP. Further, our definition of adjusted financial measures may differ from similarly titled measures used by other companies. Pitney Bowes Annual Report 2020 7


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    Directors and Corporate Officers* *As of March 1, 2021 Directors Corporate Officers Stockholders may visit the Pitney Bowes corporate governance website at Anne M. Busquet Marc B. Lautenbach www.pitneybowes.com under Principal, President and Our Company — Our Leadership & AMB Advisors, LLC Chief Executive Officer Governance — Corporate Governance for information concerning the Robert M. Dutkowsky Bill Borrelle Company’s governance practices, Former Executive Chairman, Senior Vice President and including the Governance Principles Tech Data Chief Marketing Officer of the Board of Directors, charters of the committees of the board, the Anne Sutherland Fuchs Joseph R. Catapano Company’s Business Practices Consultant Vice President, Chief Guidelines and the Directors’ Code Accounting Officer of Business Conduct and Ethics. Mary J. Steele Guilfoile Chairman, Ana Maria Chadwick MG Advisors, Inc. Executive Vice President and Chief Financial Officer S. Douglas Hutcheson Executive Chairman, Jason Dies Kymeta Corporation Executive Vice President and President, Sending Marc B. Lautenbach Technology Solutions President and Chief Executive Officer, James Fairweather Pitney Bowes Inc. Senior Vice President Chief Innovation Officer Michael I. Roth Executive Chairman and Daniel J. Goldstein Retired Chief Executive Officer, Executive Vice President, The Interpublic Group Chief Legal Officer and of Companies, Inc. Corporate Secretary Non-Executive Chairman, Debbie D. Salce Pitney Bowes Inc. Vice President and Treasurer Linda S. Sanford Joseph Schmitt Retired Senior Vice President, Senior Vice President, Enterprise Transformation, Chief Information Officer International Business Machines Corporation (IBM) Christoph Stehmann Executive Vice President, David L. Shedlarz International, Sending Retired Vice Chairman, Technology Solutions Pfizer Inc. Johnna G. Torsone Sheila A. Stamps Executive Vice President and Former Commissioner and Chief Human Resources Officer Audit Committee Chair for the board of the New York Gregg Zegras State Insurance Fund Executive Vice President and President, Global Ecommerce 8 Pitney Bowes Annual Report 2020


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    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 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 15 Equity Securities Item 6. Selected Financial Data 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 27 Item 8. Financial Statements and Supplementary Data 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A. Controls and Procedures 28 Item 9B. Other Information 28 PART III Item 10. Directors, Executive Officers and Corporate Governance 29 Item 11. Executive Compensation 29 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 29 Matters Item 13. Certain Relationships, Related Transactions and Director Independence 29 Item 14. Principal Accountant Fees and Services 29 PART IV Item 15. Exhibits and Financial Statement Schedules 30 Item 16. Form 10-K Summary 31 Consolidated Financial Statements and Supplemental Data 33 2


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    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. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition, results of operations and forward-looking statements are subject to change and to inherent risks and uncertainties, as disclosed or incorporated by reference in our filings with the Securities and Exchange Commission (the SEC). In particular, the uncertainty around the severity, magnitude and duration of the COVID-19 pandemic (COVID-19), including governments' responses to COVID-19, the efficacy and availability of a vaccine, its continuing impact on our operations, employees, the availability and cost of labor and transportation, global supply chain and demand across our and our clients' businesses, as well as any deterioration or instability in global macroeconomic conditions, could cause our actual results to differ than those expressed in any forward-looking statement. Other factors which could cause future financial performance to differ materially from the expectations, and which may also be exacerbated by COVID-19 or a negative change in the economy, include, without limitation: • declining physical mail volumes • changes in postal regulations or operations, or the financial health of posts, in the U.S. or other major markets or the loss of, or significant changes to the broader postal or shipping industry • changes in our contractual relationships with the United States Postal Service (USPS) or USPS' performance under those contracts. • our ability to continue to grow and manage volumes, gain additional economies of scale and improve profitability within our Commerce Services group • changes in labor and transportation availability and costs • third-party suppliers' ability to provide products and services required by us and our clients • competitive factors, including pricing pressures, technological developments and the introduction of new products and services by competitors • the loss of some of our larger clients in our Commerce Services group • expenses and potential impacts resulting from a breach of security, including cyber-attacks or other comparable events • our success at managing customer credit risk • capital market disruptions or credit rating downgrades that adversely impact our ability to access capital markets at reasonable costs • our success in developing and marketing new products and services and obtaining regulatory approvals, if required • the continued availability and security of key information technology systems and the cost to comply with information security requirements and privacy laws • changes in international trade policies, including the imposition or expansion of trade tariffs • our success at managing relationships and costs with outsource providers of certain functions and operations • changes in banking regulations or the loss of our Industrial Bank charter or changes in foreign currency exchange rates and interest rates • the United Kingdom's (U.K.) exit from the European Union • intellectual property infringement claims • the use of the postal system for transmitting harmful biological agents, illegal substances or other terrorist attacks • impact of acts of nature on the services and solutions we offer. 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


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    ITEM 1. BUSINESS General Pitney Bowes Inc. (we, us, our, or the company) is a global technology company providing commerce solutions that power billions of transactions. Clients around the world rely on the accuracy and precision delivered by our equipment, solutions, analytics, and application programming interface (API) technology in the areas of ecommerce fulfillment, shipping and returns, cross-border ecommerce, office mailing and shipping, presort services and financing. For more information about us, our products, services and solutions, visit www.pitneybowes.com. Business Segments Commerce Services The Commerce Services group includes domestic parcel services, cross-border solutions, digital delivery services and mail sortation services. The Commerce Services group includes the Global Ecommerce and Presort Services segments. Global Ecommerce Domestic parcel services offers retailers a cost-effective parcel delivery and returns network for end consumers. We operate numerous domestic parcel sortation centers connected by a nationwide transportation network, enabling us to pick up parcels from retailer distribution centers and move them through our physical network. We also offer fulfillment services, providing pick, pack and ship services for clients through four fulfillment centers. These centers are located within our parcel sortation centers to facilitate same-day entry into our parcel delivery network. Cross-border solutions manages all aspects of the international shopping and shipping experience. Our proprietary technology enables global tracking and logistics services; calculates duty, tax and shipping costs at checkout; enables multi-currency pricing, payment processing and fraud management; ensures compliance with product restrictions and produces all documentation requirements to meet export complexities and customs clearance. Our proprietary technology is utilized by direct merchants and major online marketplaces facilitating millions of parcels to be shipped worldwide. 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. Presort Services We are a 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 and Bound Printed Matter for postal workshare discounts. Our network of operating centers throughout the United States and fully-customized proprietary technology provides clients with end-to- end solutions from pick up at their location to delivery into the postal system network, expedited mail delivery and optimal postage savings. Sending Technology Solutions We offer our clients physical and digital mailing and shipping technology solutions, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Our cloud enabled infrastructure provides software-as-a- service (SaaS) offerings delivered online and via connected or mobile devices. Our latest offerings are designed on an open platform architecture that have the capabilities to leverage partnerships with other innovative companies, including partnerships with carriers, and developers to deliver new value to our clients. Through our wholly owned subsidiary, The Pitney Bowes Bank (the Bank), we offer our clients in the United States 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. Additionally, we offer financing alternatives that enable clients to finance equipment and product purchases, finance or lease other manufacturers’ equipment and provide working capital. We also provide revolving credit solutions to clients in Canada and the U.K. We establish credit approval limits and procedures based on the credit quality of the client and the type of product or service provided to control credit risk. We closely monitor the portfolio by analyzing industry sectors and delinquency trends by product line, industry and client to ensure reserve levels and credit policies reflect current trends. Management continuously monitors credit lines and collection resources and revises credit policies as necessary to be more selective in managing the portfolio. 4


  • Page 15

    Seasonality A larger percentage of our revenue is earned in the fourth quarter relative to the other quarters, driven primarily by an increase in shipping volumes during the holiday season. 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 Our businesses face competition from large, multinational companies and smaller, more narrowly focused regional and local firms. We compete on the basis of technology and innovation, breadth of product offerings, our ability to design and tailor targeted solutions to meet client needs, performance, service and support, price, quality and brand. We must continue to invest in our current technologies, products and solutions, and in the development of new technologies, products and solutions in order to maintain and improve our competitive position. We frequently encounter new competitors as the markets in which we participate evolve and newer businesses enter our existing markets. A summary of the competitive environment for each of our segments is as follows: Global Ecommerce The domestic parcel services and cross-border solutions market includes competitors of various sizes, including companies with greater financial resources than us. Some of these competitors specialize in point solutions or freight forwarding services, are full- service ecommerce business process outsourcers and online marketplaces with international logistic support, or major global delivery services companies. We also face competition from companies that can offer both domestic and cross-border solutions in a single package which creates pricing leverage. The principal competitive factors include speed of delivery, reliability, functionality, ease of integration and use, scalability, innovation, support services and price. We compete based on the accuracy, reliability and scalability of our platform and logistics services, our ability to provide clients and their customers a one-stop full-service ecommerce experience and the ability to provide a more customized shipping solution than some of the larger competitors in the industry. Within digital delivery services, we compete with a wide range of technology providers who help make shipping easier and more cost- effective. These technology providers range from large, established companies to smaller companies offering negotiated carrier rates. The principal competitive factors include technology stability and reliability, innovation, access to preferred shipping rates and ease of integration with existing systems. 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. While not necessarily competitors in the traditional sense, large mail owners have the capability to presort 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 of presort facilities capable of processing significant volumes and our innovative proprietary technology that provides clients with reliable, secure and precise services and maximum postage discounts. Sending Technology Solutions We face competition from other mail equipment and solutions providers, companies that offer products and services as alternative means of message communications and those that offer on-line shipping and mailing products and services solutions. Additionally, as alternative communication methods in comparison to physical mail grow, our operations could be affected. 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, including leasing companies, commercial finance companies and commercial banks, as well as small, specialized firms. Not all our competitors are able to offer the same or similar financing and payment solutions that we offer, and we believe this is a source of competitive advantage that differentiates us from our competitors. 5


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    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 We depend on third-party suppliers and outsource providers for a variety of services and product components, the hosting of our SaaS offerings, the logistics portion of our ecommerce business, and some non-core functions and operations. 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 and manufacturing are adequate. Regulatory Matters We are subject to the regulations of postal authorities worldwide related to product specifications of our postage meters. Our Presort Services segment is also subject to regulations of the USPS. 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, customs and trade regulations worldwide 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. Human Capital We have more than 11,500 employees, with approximately 80% located in the United States and approximately 20% located outside 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 value for all our stakeholders. To attract, retain and engage the talent needed, we strive to maintain a diverse, inclusive and safe workplace, with equitable opportunities for growth and development, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. Diversity and Inclusion We believe that a diverse workforce is critical to our success. We celebrate a rich mix of countries, cultures, ages, races, ethnicities, gender identities, sexual orientation, abilities and perspectives that showcase our humanity, differentiate us as individuals and enhance our businesses. We have received numerous external acknowledgments of our progress in diversity and inclusion over the years. Employee Engagement and Development We emphasize employee development and training and provide professional development initiatives, training, experiential learning and inclusion networks to our employees to enable them to advance their skills and achieve career goals. We also believe employee engagement is important to the company's success and conduct a survey annually that has had historically high participation rates as well as increasing engagement scores overall. Health, Safety and Wellness We are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of flexible and convenient health and wellness programs. In response to COVID-19, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. These changes included adjusting processes to enable social distancing, providing personal protective equipment, ongoing monitoring of the health of our employees, and contact tracing when an employee is diagnosed with COVID-19. We encourage employees capable of working remotely to do so and limit the number of employees who can be in any of our offices at any given time. 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. 6


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


  • Page 18

    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. COVID-19 Pandemic Risks Our operations and financial performance are being affected and will continue to be affected by the global coronavirus outbreak. The duration and severity of the COVID-19 crisis is unknown and constantly changing, and a prolonged duration of this crisis or the emergence of another similar virus in the future could have a significantly material effect on our operations, financial condition and liquidity. The COVID-19 pandemic is impacting, and is expected to continue to impact, our business, operations and financial performance. Given the unpredictability of the severity, magnitude and duration of the COVID-19 pandemic, including various governments’ responses to the pandemic, its effect on the global economy, and the efficacy and availability of a vaccine, the ultimate impact of the pandemic on our business, operations and financial performance remains uncertain. There are many factors, not within our control, which could affect the pandemic's ultimate outcome on our business and our ability to execute our business strategies and initiatives in the expected time frame. These include, but are not limited to: the response of the government, businesses and individuals to the pandemic; an acceleration of the decline in the use of physical mail; the impact of the pandemic on the global economy and economic activity; the changing spending habits of consumers and businesses; disruptions in global supply chains; and significant volatility and disruption of financial markets. In addition to having the effect of potentially heightening many of our other risk factors in this section, the COVID-19 pandemic may, or may continue to, adversely affect the following to the detriment of our business, including: • Accelerate the decline of physical mail volume in the geographies in which we operate, which adversely affects both our Presort Services and SendTech Solutions segments. We cannot yet assess the extent to which these declines in mail volumes, and resulting impact to our business, are permanent or temporary. • The adverse effect that declines in physical mail are having on the financial health of posts around the world, especially that of the USPS. If these financial difficulties are not resolved, or if any resolution requires them to operate differently, price in a manner that hurts their competitiveness or further reduces postal volume, or causes them to change their contractual relationships with their partners or vendors, these changes could have a material adverse effect on our business. • Social distancing rules and heightened security policies have inhibited, and may continue to inhibit, our ability to sell products and provide services to our clients, fulfill orders and install equipment on a timely basis and market to prospective new clients. • The increased costs and reduced labor productivity associated with extended safety protocols, including sanitizing facilities and equipment multiple times a day and incremental costs that may be required to hire temporary labor or redirect volumes to other facilities. • Our Global Ecommerce segment could experience further capacity and cost issues due to further sudden and significant increases in volumes resulting from COVID-19, including costs and capacity issues relating to postage, transportation, labor, and warehouse space. • Significant declines in the retail industry caused by the pandemic. Although our Global Ecommerce segment has seen an increase in volume of packages in the short-term, should there be a long-term change in consumer sentiment or purchasing habits it could have a material effect on our retail clients, including some of our largest clients, which could have an adverse impact on our financial performance. • A decline in the frequency of long-distance airplane flights may continue to result in higher costs and at times, reduced demand for our Global Ecommerce cross-border offerings. • We could experience further increases in delinquencies in collections and bankruptcies in our clients, which could affect our cash flow. Client requests for potential payment deferrals or other contract modifications could also reduce the profitability or ongoing cash flow from some of our current customers. • Our suppliers and third-party service providers may not be able to satisfy their obligations to us. If they are unable to satisfy these obligations, it could affect our ability to satisfy service or sales obligations to our clients, or it may affect other aspects of our internal operations. • A prolonged duration or resurgence of COVID-19 could adversely impact our earnings or cash flows, which could result in additional credit rating downgrades, higher costs of borrowing, or limit our access to additional debt. The COVID-19 pandemic may also have the effect of heightening many other risks, including the risks listed below and may also affect our business, operations and financial performance in a manner that is not presently known to us. 8


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    Mailing and Shipping Industry Risks Further significant deterioration in the financial condition of the USPS, or the national posts in our other major markets could affect the ability of those posts to provide services to us or our clients, which could 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 competitive mail and package delivery services to our clients and the quality of the services they provide. Their ability to provide high quality service at affordable rates in turn depends upon their ongoing financial strength. If the posts are unable to continue to provide these services into the future, our financial performance will be adversely affected. Our ability to compete in the package shipping market in the United States depends upon certain contractual relationships we have with the USPS and the successful performance of those services. The USPS is our primary provider for the “last mile” component of our parcel delivery services in the United States. This represents a significant component of our cost in offering these services. If we are unable to receive competitive pricing from the USPS or take advantage of lower cost USPS options, our ability to compete with private carriers and to achieve profitable revenue growth will be adversely affected. The quality of service we provide to our clients also depends upon the quality of delivery services received from the USPS. The dramatic increase in parcel volumes due to the COVID-19 pandemic, especially during the peak holiday season, as well as the broader effects of the pandemic on the USPS' operations, has adversely impacted the quality of delivery performance from the USPS and some of our costs with them increased. If its performance does not revert to prior levels, or becomes materially worse than that of the private carriers, we may lose clients to competition and our financial performance will 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 and posts in other major markets. These postal authorities have the power to regulate some of our current products and services. They also must approve many of our new or future product and service offerings before we can bring them to market. If our new or future product and service offerings are not approved, there are significant conditions to approval, regulations on our existing products or services are changed or, we fall out of compliance with those 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. Traditional mail volumes continue to decline and impact our current and future financial results, primarily within our SendTech Solutions and Presort Services segments. This rate of decline has been exacerbated by the COVID-19 pandemic, but we cannot yet assess the extent to which this decline, and resulting impact to our business, is permanent or temporary. Any further accelerated or sudden decline in physical mail volumes could have an adverse effect on these segments. An accelerated or sudden decline could result from changes in communication behavior or available communication technologies, reductions to the Universal Service Obligation (USO) under which the USPS and other national posts are required to deliver to every address in a country with similar pricing and frequency, pandemics, and legislation or regulations that mandate electronic substitution for communication by mail, prohibit certain types of mailings, increase the difficulty of using information or materials in the mail, or impose higher taxes or fees on postal services. If we are not successful at meeting the continuing challenges faced in our mailing business, or if physical mail volumes were to experience an accelerated or sudden decline, our financial performance could be adversely affected. Business Operational Risks The transformation of our businesses to more digital and package related services will result in a decline in our overall profit margins. If we cannot increase our volumes while at the same time reduce our costs, our overall profitability could be adversely affected. As we transform our business to more digital and package related delivery services, the relative revenue contribution from our package delivery offerings now exceeds that of the revenue from our mailing-related offerings. We expect the portion of our revenue derived from package delivery offerings to continue to grow. The profit margins in these package-related offerings are generally lower than those for our mailing-related offerings. If we are unable to obtain sufficient scale, or are unable to lower per package costs as we achieve scale, our overall profitability could be adversely affected. 9


  • Page 20

    The loss of any of our largest clients in our Global Ecommerce segment could adversely affect the financial performance of that segment. The Global Ecommerce segment receives a large portion of its revenue from a relatively small number of clients and business partners. The loss of any of these larger clients or business partners, or a substantial reduction in their use of our products or services, could have a material adverse effect on the revenue and profitability of the segment. There can be no assurance that our larger clients and business partners will continue to utilize our products or services at current levels, or that we would be able to replace any of these clients or business partners with others who can generate revenue at current levels. A material change in consumer sentiment or spending habits that negatively impacts our retail clients could adversely affect the financial performance of our Global Ecommerce segment. Our Global Ecommerce segment derives the majority of its revenue from retail clients. The retail industry is subject to cyclical trends in consumer sentiment and spending habits that are affected by many factors, including prevailing economic conditions (including those caused by the impact of the ongoing COVID-19 pandemic), recession or fears of recession and unemployment levels. If consumer sentiment and spending habits deteriorate such that the demand for our retail clients’ products are negatively impacted, it could potentially have an adverse impact on our financial performance. If we fail to effectively manage our third-party suppliers and outsource providers, our business, financial performance and reputation could be adversely affected. We depend on third-party suppliers and outsource providers for a variety of services and product components, the hosting of our SaaS offerings, the logistics portion of our ecommerce segment, the provision of temporary labor and some non-core functions and operations. Some of our suppliers may also be our competitors in other contexts. 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. To a certain extent in 2020, the performance of our outsourced service providers, due largely to circumstances associated with the COVID-19 pandemic, negatively impacted our ability to timely execute transactions with our clients, consumers and other constituents. If production or services were interrupted for any reason, the quality of those offerings were to degrade as a result of poor supplier performance, these suppliers chose to terminate their relationship with us, or if the costs of using these third parties were to increase and we were not able to find alternate suppliers, we could experience loss of clients, significant disruptions in manufacturing and operations (including product shortages, higher freight costs and re-engineering costs) as well as increased costs in the logistics portion of our Global Ecommerce segment. Fluctuations in transportation costs or disruptions to transportation services in our Global Ecommerce or Presort Services segments could adversely affect client satisfaction or our financial performance. In addition to our reliance on the USPS, our Global Ecommerce and Presort Services segments rely upon independent third-party transportation service providers to transport a significant portion of our parcel and 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, performance problems, extreme weather, natural or man-made disasters, pandemics, increased fuel costs, labor shortages or disputes or other unforeseen difficulties. Any disruption to the timely supply of these services for any reason or any dramatic increase in the cost of these services could adversely affect client satisfaction or our financial performance. The dramatic increase in demand for shipping services, especially in the fourth quarter of the year, caused us to incur higher costs and declines in performance and client satisfaction. Although we proactively manage our volumes, especially during the peak holiday season, given our reliance upon these providers, any future unforeseen disruptions affecting these providers could similarly adversely affect client satisfaction and our financial performance. Our business depends on the availability of, and our ability to attract and retain, employees at a reasonable cost to meet the needs of our business and to consistently deliver highly differentiated, competitive offerings. The rapid growth of the ecommerce industry has resulted in intense competition for employees in the shipping, transportation and logistics industry, including drivers and warehouse employees. The COVID-19 pandemic has accelerated this industry growth resulting in our Global Ecommerce segment experiencing a higher demand, and increased competition, for labor, especially in our warehouses. This demand and increased competition for workers has also impacted our Presort Services segment, which has experienced staffing shortages. Although we supplement our workforce with contingent hourly workers from staffing agencies on an as-needed basis, due to the accelerated demand and competition, concern over exposure to COVID-19 and other factors, we could continue to experience a decrease in the pool of available qualified talent. There is also significant competition for the talent needed to develop our other products. Increased competition for employees may result in increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets. Additional labor costs which may also impact our business include those triggered by regulatory actions; increased health care and workers’ compensation insurance expenses; and, those costs associated 10


  • Page 21

    with the COVID-19 pandemic, which in our Global Ecommerce and Presort Services segments, continues to include costs resulting from reduced productively (staggering shifts and breaks to enhance social distancing), costs for extended safety protocols in our warehouses (sanitizing equipment multiple times a day and providing personal protection equipment) and incremental costs required to hire temporary labor. Our inability to obtain and protect our intellectual property and defend against claims of infringement by others may negatively impact our financial performance. Our businesses are not materially dependent on any one patent or license or group of related patents and licenses; however, our business success depends in part upon protecting our intellectual property rights, including proprietary technology developed or obtained through acquisitions. We rely on copyrights, patents, trademarks and 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. In addition, from time to time, third-parties may claim that we, our clients, or our suppliers, have infringed their intellectual property rights. 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. 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 one or more government agencies discovers contractual noncompliance by us or one of our subcontractors in the course of an audit or investigation, we may 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 one or more governments. Any of these events could not only affect our financial performance, but also adversely affect our brand and reputation. We may not fully realize the anticipated benefits of strategic acquisitions and divestitures which may harm our financial performance. As we transition our business to sustainable long-term growth, we may make strategic acquisitions or divest certain businesses. These actions may involve significant risks and uncertainties, which could have an adverse effect on our financial performance, including: • difficulties in achieving anticipated benefits or synergies; • difficulties in integrating newly acquired businesses and operations, including combining product and service offerings and entering new markets, or reducing fixed costs previously associated with divested businesses; • the loss of key employees or clients of businesses acquired or divested; • significant charges for employee severance and other restructuring costs, legal, accounting and financial advisory fees; and • possible goodwill and asset impairment charges as divestitures and changes in our business model may adversely affect the recoverability of certain long- lived assets and valuation of our operating segments. Our capital investments to develop new products and offerings or expand our current operations may not yield the anticipated benefits. We are making significant capital investments in new products, services, and facilities. If we are not successful in these new product or service introductions at the levels anticipated when making the investments, there may be an adverse effect on our financial performance. 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 cyber 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 individual and group criminal hackers, industrial espionage, denial of service attacks, malware attacks, computer viruses, vandalism and employee errors and/or malfeasance. These cyber threats are constantly evolving, thereby increasing the difficulty of preventing, detecting and successfully defending against them. Successful breaches could, among other things, disrupt our operations, 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 11


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    financial liability to other parties, governmental investigations, regulatory enforcement actions, and penalties, and our brand and reputation could be damaged. 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. We have security systems, procedures and business continuity plans in place-and require our suppliers to have them as well-that are designed to ensure the continuous and uninterrupted performance of our information technology systems, to protect against unauthorized access to information or disruption to our services, and to minimize the time to detect, respond or minimize the impact of a breach should one occur. None of those systems, however, are fool proof but, our goal is to prevent meaningful incursions and minimize the time to detect and respond, as well as the overall impact of those that occur, and like all companies, intrusions will occur, and have occurred, from time to time. Despite the protections we have in place, we have suffered two significant cyber-events, one in October 2019 and another in May 2020. In 2019, we were affected by a ransomware attack, known as RYUK, that temporarily disrupted customer access to some of our services. Our financial information was not affected and there is no evidence that any sensitive or confidential data was improperly accessed or extracted from our network. Although this attack adversely impacted 2019 revenue by $18 million and earnings per share from continuing operations by $0.08, primarily as a result of the business interruption, incremental costs related to the attack and costs to enhance our cybersecurity protection, we were able to recover $17 million from our insurers in 2020. In addition, in May 2020, we were affected by a Maze ransomware attack. The Maze attackers were able to exfiltrate a small amount of our confidential data, which did not include any client confidential information, but we were able to successfully thwart the attack before any of our ongoing operations could be disrupted. The attempted attack did not have any impact on our financial results, and we satisfied all regulatory obligations arising out of the attack. In response to these attacks, we implemented a variety of measures to further enhance our cybersecurity protections and minimize the impact of any future attack. Cyber threats are constantly evolving and will require us to continually assess and improve our protections; however, there can be no guarantee that a future cyber event will not occur. 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. In addition, new laws may add a broad array of requirements on how we handle or use information and increase our compliance obligations. For example, the European Union greatly increased the jurisdictional reach of European Law by enacting the General Data Protection Regulation (GDPR), which, among other things, enhanced an individual’s rights with respect to their information and ongoing litigation in the European Union continues to create uncertainty in how to demonstrate compliance. In the United States, several states have enacted different laws regarding personal information, including recent changes to privacy laws in California, that impose significant new requirements. Other countries or states may enact laws or regulations in the future that have similar or additional requirements. Although we continually monitor and assess the impact of these laws and regulations, 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 include substantial civil and/or criminal penalties), private litigation, and adversely affect our reputation and the results of our operations. 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. 12


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    Macroeconomic and General Regulatory Risks Future credit rating downgrades or capital market disruptions could adversely affect our ability to maintain adequate liquidity to provide competitive financing services to our clients and to fund various discretionary priorities. We provide competitive finance offerings to our clients and fund discretionary priorities, such as business 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. Given our current credit rating, we may experience reduced financial or strategic flexibility and higher costs when we do access the U.S. capital markets. We maintain a $500 million revolving credit facility that requires we maintain certain financial and nonfinancial covenants. A significant decline in cash flows, noncompliance with any of the covenants under the revolving credit facility, further credit rating downgrades, material capital market disruptions, 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 to provide competitive finance offerings to our clients, refinance maturing debt and fund other financing activities, which in turn, could adversely affect our financial performance. Our Global Ecommerce segment is exposed to increased foreign exchange rate fluctuations. The sales generated from many of our clients’ internationally focused websites running on our cross-border platform are exposed to foreign exchange rate fluctuations. Currently, our platforms are located in the U.S. and the U.K. and a majority of consumers making purchases through these platforms are in a limited number of foreign countries. A strengthening of the U.S. Dollar or British Pound relative to currencies in the countries where we do the most business impacts our ability to compete internationally as the cost of similar international products improves relative to the cost of U.S. and U.K. retailers' products. A strong U.S. Dollar or British Pound would likely result in a decrease in international sales volumes, which would adversely affect the segment's revenue and profitability. Our operations and financial performance may be negatively affected by changes in trade policies, tariffs and regulations. Our Global Ecommerce segment is subject to significant trade regulations, taxes, and duties throughout the world. Any changes to these regulations could potentially impose increased documentation and delivery requirements, increase costs, delay delivery times, subject us to additional liabilities, and could adversely affect our financial performance. Over the past three years, the United States increased tariffs for certain goods while also raising the possibility of additional tariffs. These actions triggered other nations to also increase tariffs on certain of their goods. For our Global Ecommerce segment, tariff increases, or even the political environment surrounding trade issues, could reduce demand and adversely affect our financial performance. For our SendTech Solutions segment, the increased tariffs resulted in additional costs on certain components used in some of our products. Although we have been taking actions to mitigate these costs by changing where we source certain parts, these added costs and the potential for further tariffs could affect demand for our products or the amount of profitability in some of our products and adversely affect our financial performance. Our operational costs could increase from changes in environmental regulations, or we could be subject to significant liabilities. We are subject to various federal, state, local and foreign environmental protection laws and regulations around the world, including without limitation, those related to the manufacture, distribution, use, packaging, labeling, recycling or disposal of our products or the products of our clients for whom we perform services. Environmental rules concerning products and packaging can have a significant impact on the cost of operations or affect our ability to do business in certain countries. We are also subject to laws concerning use, discharge or disposal of materials. These laws are complex, change frequently and have tended to become more stringent over time. Additionally, the change in the Presidential administration may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new legislation or directives by government authorities. If we are found to have violated these laws, we could be fined, criminally charged, otherwise sanctioned by regulators, or we could be subject to liability and clean-up costs. These risks can apply to both current and legacy operations and sites. From time to time, we may be involved in litigation over these issues. The amount and timing of costs under environmental laws are difficult to predict and there can be no assurance that these costs will not have an adverse effect on our financial performance. 13


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    ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We lease numerous facilities worldwide, including our corporate headquarters located in Stamford, Connecticut, sales offices, service locations, data centers and call centers. Our Global Ecommerce segment leases four fulfillment centers that comprise the majority of our fulfillment operations. Our Global Ecommerce and Presort Services segments conduct parcel operations and mail sortation operations through a network of over 50 operating centers throughout the United States. Our SendTech Solutions segment leases a manufacturing and distribution facility in Indianapolis. 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 most of our research and development activities in facilities located in Noida and Pune, India 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 for additional information. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 14


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    Debt and Capitalization In February 2020, we secured a five-year $850 million term loan maturing January 2025 (the 2025 Term Loan). The 2025 Term Loan bears interest at LIBOR plus 5.5% and resets monthly. We have interest rate swap agreements with an aggregate notional amount of $500 million to mitigate the interest rate risk associated with $500 million of our variable-rate term loans. Under the terms of the swap agreements, we pay fixed-rate interest of 0.4443% and receive variable-rate interest based on one-month LIBOR. The variable interest rate under the term loans and the swaps reset monthly. In March 2020, we purchased under a tender offer $428 million of the October 2021 notes, $250 million of the May 2022 notes, $125 million of the April 2023 notes and $125 million of the March 2024 notes. A $37 million loss was incurred on the early redemption of debt. During 2020, we repaid $52 million of principal related to our term loans in accordance with the terms of these loans. In 2021, $63 million of our term loans is scheduled to mature. We have a $500 million secured revolving credit facility that expires in November 2024 (the Credit Facility). The Credit Facility requires that we maintain a Consolidated Adjusted Total Leverage Ratio (as defined in the Credit Facility agreement) and a Consolidated Adjusted Interest Coverage Ratio (as defined in the Credit Facility agreement), and comply with certain other nonfinancial covenants. Compliance with covenants is determined at the end of each fiscal quarter. In the event of noncompliance with any of the covenants, borrowings under the Credit Facility, the 2024 Term Loan and the 2025 Term Loan (collectively, the Facilities) may be accelerated (subject to grace periods, as appropriate). For more information on our financial covenants refer to our exhibits. At December 31, 2020, we were in compliance with all covenants. In April 2020, we borrowed $100 million under the Credit Faciltiy and repaid this amount in September 2020. At December 31, 2020 and 2019, there were no outstanding borrowings under the Credit Facility. Borrowings under the Facilities are secured by substantially all company assets and the assets of certain of our domestic subsidiaries, subject to customary exclusions and limitations set forth in the Credit Facility agreement and other executed loan documents. The Credit Facility agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including negative covenants that, among other things, limit our ability to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. Interest rates on certain notes are subject to adjustment based on changes in our credit ratings. As a result of credit rating downgrades in November 2019 and May 2020, the interest rates on the October 2021 notes and April 2023 notes increased 0.25% in the fourth quarter of 2020. On February 10, 2021, Standard and Poor's downgraded our credit rating and the credit ratings of our secured and unsecured debt. As a result, the interest rates on the May 2022 notes and April 2023 notes will increase 0.25% after their next interest payment date. Further, on February 17, 2021, we announced that on February 22, 2021, we will redeem the October 2021 notes. Interest rates on secured borrowings under the Facilities are determined based on LIBOR, which is expected to be phased out after 2021. At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR. Our credit documents include language to address the transition from LIBOR to an alternative rate; however, there are still many uncertainties about this transition and no assurances can be given that the transition to an alternate rate will not increase our cost of debt. We have a total of $2.1 billion of debt maturing within the next five years. We fully expect to be able to fund these maturities with cash or by refinancing through the U.S. capital markets. However, our ability to access the U.S. capital markets is dependent upon our credit ratings and is subject to capital market volatility. Given our current credit rating, we may experience reduced flexibility and higher costs when we access the U.S. capital markets. Each quarter, our Board of Directors considers our recent and projected earnings and other capital needs and priorities in deciding whether to approve a dividend. There are no material restrictions on our ability to declare dividends. We expect to continue to pay a quarterly dividend; however, no assurances can be given. 23


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    65;9)+;<)3 *31/);165: /=: ;DAADL>C< I67A: HJBB6G>O:H DJG @CDLC 8DCIG68IJ6A D7A><6I>DCH 6I :8:B7:G    6C9 I=: :;;:8I I=6I HJ8= D7A><6I>DCH 6G: :ME:8I:9ID=6K:DCDJGA>FJ>9>IN6C986H=;ADL>C;JIJG:E:G>D9H>CB>AA>DCH &0H<4=CB3D48= *>C0;           5C4A  :7IB6IJG>I>:H             $CI:G:HIE6NB:CIHDC9:7I           )DC86C8:A67A:DE:G6I>C<A:6H:D7A><6I>DCH            +JG8=6H:D7A><6I>DCH      R  R  R +:CH>DCEA6C8DCIG>7JI>DCH      R  R  R -:I>G::B:9>86AE6NB:CIH            /DI6A              HHJB:H>CI:G:HIG6I:H>C:;;:8I6I:8:B7:G 6C9I=6I6AA9:7I>H=:A9IDB6IJG>IN   $C8AJ9:HJCG:8DG9:96<G::B:CIHIDEJG8=6H:<DD9H6C9H:GK>8:HI=6I6G::C;DG8:67A:6C9A:<6AAN7>C9>C<JEDCJH6C9I=6IHE:8>;N 6AAH><C>;>86CII:GBH >C8AJ9>C<;>M:9DGB>C>BJBFJ6CI>I>:HID7:EJG8=6H:9;>M:9 B>C>BJBDGK6G>67A:EG>8:EGDK>H>DCH6C9I=: 6EEGDM>B6I:I>B>C<D;I=:IG6CH68I>DC +JG8=6H:D7A><6I>DCH:M8AJ9:6<G::B:CIHI=6I6G:86C8:A67A:L>I=DJIE:C6AIN  -:EG:H:CIH I=: 8DCIG>7JI>DCH L: 6CI>8>E6I: B6@>C< ID DJG E:CH>DC EA6CH 9JG>C<    /=>H 6BDJCI >H HJ7?:8I ID 8=6C<: 6H L: 6HH:HHDJG;JC9>C<6AI:GC6I>K:HI=GDJ<=DJII=:N:6G  *JG G:I>G:: =:6AI= 7:C:;>I EA6CH 6G: JC;JC9:9 EA6CH 6C9 86H= 8DCIG>7JI>DCH 6G: B69: ID 8DK:G B:9>86A 8A6>BH  /=: 6BDJCIH G:EDGI:9>CI=:67DK:I67A:G:EG:H:CIDJG:HI>B6I:D;;JIJG:E6NB:CIH /=:6BDJCI6C9E:G>D9D;;JIJG:E6NB:CIHG:A6I:9IDDJG>C8DB:I6MJC8:GI6>CI>:H86CCDI7:G:A>67AN:HI>B6I:96C96G:CDI>C8AJ9:9>C I=:67DK:I67A: .::)DI:IDI=:DCHDA>96I:9!>C6C8>6A.I6I:B:CIH;DG;JGI=:G9:I6>AH ..)3)5+-$0--;99)5/-4-5;: HD;:8:B7:G   L:=696EEGDM>B6I:ANB>AA>DCDJIHI6C9>C<>CA:II:GHD;8G:9>I<J6G6CI::HL>I=;>C6C8>6A>CHI>IJI>DCHI=6I 6G:EG>B6G>AN>HHJ:96HH:8JG>IN;DG>CHJG6C8: A:6H:H 8JHIDBH6C9DI=:GE:G;DGB6C8:D7A><6I>DCH $C<:C:G6A L:LDJA9DCAN7:A>67A: ;DGI=:6BDJCID;I=:H:<J6G6CI::H>CI=::K:CID;9:;6JAI>CI=:E:G;DGB6C8:D;DJGD7A><6I>DCH I=:EGD767>A>IND;L=>8=L:7:A>:K:>H G:BDI: 


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    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 involve 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. Impairment review Goodwill is tested annually for impairment at the reporting unit level during 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 is less than its carrying value, an impairment loss is recognized for the difference, not to exceed the carrying amount of goodwill. Testing goodwill for impairment requires us to identify our reporting units and assign assets and liabilities, including goodwill, to each reporting unit. The fair value of a reporting unit is based on one or a combination of techniques, which include a discounted cash flow model, multiples of competitors, and/or multiples from sales of like businesses. To determine fair value using a discounted cash flow model, management's cash flow projections include significant judgements and assumptions relating to revenue growth rates, projected operating income and discount rate. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment assessment for each reporting unit. Potential events and circumstances, such as the loss of a significant client, inability to acquire new clients, downward pressures on pricing or rising interest rates could materially impact the fair value determination of a reporting unit and potentially result in a non-cash impairment charge in future periods. During the first quarter of 2020, the Global Ecommerce reporting unit experienced weaker than expected performance, due in part to the deteriorating macroeconomic conditions and uncertainty brought on by the COVID-19 pandemic, causing us to evaluate the Global Ecommerce goodwill for impairment. We determined that the estimated fair value of the Global Ecommerce reporting unit was less than its carrying value and recorded a non-cash, pre-tax goodwill impairment charge of $198 million. During the fourth quarter of 2020, we performed our annual goodwill impairment test to assess the recoverability of the carrying value of goodwill. As a result of the annual test, we determined that the fair value of all reporting units exceeded their carrying values and no additional impairment charges were recorded. Long-lived 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 future undiscounted cash flows expected to result from the use and eventual disposition of the assets is compared to the carrying value. If the sum of the undiscounted cash flows is less than the asset's carrying value, an impairment charge is recorded for an amount by which the carrying value exceeds its fair value. The fair value of the impaired asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate. We derive the cash flow estimates from our long-term business plans and historical experience. Changes in 25


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    the estimates and assumptions incorporated in our impairment assessment could materially affect the determination of fair value and the associated impairment charge. Allowances for credit losses and doubtful accounts Finance receivables are comprised of sales-type leases, secured loans and unsecured revolving loans. We provide an allowance for probable credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay, current conditions, reasonable and supportable forecasts and current economic outlook. Total allowance for credit losses as a percentage of finance receivables was 3% at December 31, 2020 and 2% at December 31, 2019. Holding all other assumptions constant, a 0.25% change in the allowance rate at December 31, 2020 would have reduced pre-tax income by $3 million. Trade accounts receivable are generally due within 30 days after the invoice date. Accounts deemed uncollectible 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 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. The allowance for doubtful accounts as a percentage of trade accounts receivables was 5% at both December 31, 2020 and 2019. Holding all other assumptions constant, a 0.25% change in the allowance rate at December 31, 2020 would have reduced pre-tax income by $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 ongoing tax planning strategies. If new information becomes available that would alter our estimate of the amount of deferred tax assets that will ultimately be realized, we adjust the valuation allowance through income tax expense. Changes in the deferred tax asset valuation allowance could have a material impact on our financial condition or results of operations. Pension benefits The calculation of net periodic pension expense and determination of net pension obligations are dependent on assumptions and estimates relating to, among other things, the discount rate (interest rate used to discount the future estimated liability) and the expected rate of return on plan assets. These assumptions are evaluated and updated annually. The discount rate for our largest plan, the U.S. Qualified Pension Plan (the U.S. Plan) and our largest foreign plan, the U.K. Qualified Pension Plan (the U.K. Plan) used in the determination of net periodic pension expense for 2020 was 3.35% and 1.90%, respectively. For 2021, the discount rate used in the determination of net periodic pension expense for the U.S. Plan and the U.K. Plan will be 2.55% and 1.30%, 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 $51 million and $31 million, respectively. The expected rate of return on plan assets used in the determination of net periodic pension expense for 2020 was 6.25% for the U.S. Plan and 5.75% for the U.K. Plan. For 2021, the expected rate of return on plan assets used in the determination of net periodic pension expense for the U.S. Plan will be 5.60% and the U.K. Plan will be 4.75%. 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. Plan benefits for participants in a majority of our U.S. and foreign pension plans are frozen. 26


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    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 $5 million lower. Legal and Regulatory Matters See Regulatory Matters in Item 1, 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 2020, 12% of our consolidated revenue was from operations outside the United States and the translation of foreign currencies to the U.S. dollar did not have a material impact on revenues or operating results for the year ended December 31, 2020. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to the impact of changes in foreign currency exchange rates. Our objective in managing exposure to foreign currency is to reduce the volatility in earnings and cash flows associated with fluctuations in foreign currency exchange rates on transactions denominated in foreign currencies. Accordingly, we enter into forward contracts, which are intended to offset the corresponding change in value of the underlying external and intercompany transactions. The principal currencies actively hedged are the British Pound, Canadian Dollar and the Euro. We are also exposed to changes in interest rates. At December 31, 2020, 46% of our debt was variable rate obligations, compared to 14% in 2019. To mitigate our exposure to changing interest rates, we may enter into interest rate swap agreements to effectively convert a portion of our variable rate debt to fixed rate. The weighted average interest rate of variable debt at December 31, 2020 and 2019 was 4.5% and 3.6%, respectively. A one-percentage point change in the effective interest rate of our variable rate debt at December 31, 2020 would have reduced pre-tax income by $7 million. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks and do not enter into foreign currency or interest rate transactions for speculative purposes. We utilize a "Value-at-Risk" (VaR) model to determine the potential loss in fair value from changes in market conditions. The VaR model utilizes a Monte Carlo simulation approach and assumes normal market conditions, a 95% confidence level and a one-day holding period. The model includes our public debt, interest rate swaps and foreign exchange derivative contracts, but excludes anticipated transactions, firm commitments and accounts receivables and payables denominated in foreign currencies, which certain of these instruments are intended to hedge. The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred, nor does it consider the potential effect of favorable changes in market factors. During 2020 and 2019, our maximum potential one-day loss in fair value of our exposure to foreign exchange rates and interest rates, was not material. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See "Index to Consolidated Financial Statements and Schedules" in this Form 10-K. 27


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    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 reasonably assure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to reasonably assure 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, 2020. 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, 2020 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, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in this Form 10-K. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the three months ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 28


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  • Page 44

    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, 2020 and 2019, and the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 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, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses on financial assets in 2020 and the manner in which it accounts for revenues from contracts with customers in 2018. 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. 34


  • Page 45

    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. Goodwill Impairment Assessment - Global Ecommerce Reporting Unit As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,152 million as of December 31, 2020, and the goodwill balance associated with the Global Ecommerce reporting unit was $411 million. Goodwill is tested annually for impairment at the reporting unit level during 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 is less than its carrying value an impairment loss is recognized for the difference, not to exceed the carrying amount of goodwill. During the first quarter of 2020, the Global Ecommerce reporting unit experienced weaker than expected performance, due in part to the deteriorating macroeconomic conditions and uncertainty brought on by COVID-19, causing management to evaluate the Global Ecommerce goodwill for impairment. As a result of the impairment test, management determined that the estimated fair value of the Global Ecommerce reporting unit was less than its carrying value and recorded a non-cash, pre-tax goodwill impairment charge of $198 million. During the fourth quarter of 2020, management performed its annual goodwill impairment test to assess the recoverability of the carrying value of goodwill. As a result of the annual test, management determined that the fair value of the Global Ecommerce reporting unit exceeded its carrying value and therefore no further impairment was recorded. The fair value of the Global Ecommerce reporting unit was estimated by management using a discounted cash flow model. Management's cash flow projections included judgments and assumptions relating to revenue growth rates, projected operating income, and the discount rate. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Global Ecommerce reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected operating income, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 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 management’s goodwill impairment assessments, including controls over the valuation of the Global Ecommerce reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the significant assumptions used by management related to the revenue growth rates, projected operating income, and the discount rate. Evaluating management’s assumptions related to revenue growth rates and projected operating income involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s discounted cash flow model and the discount rate assumption. /s/ PricewaterhouseCoopers LLP Stamford, Connecticut February 19, 2021 We have served as the Company’s auditor since 1934. 35


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