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Pitney Bowes
PBI
#4914
Rank
S$2.26 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
S$14.11
Share price
-0.50%
Change (1 day)
17.67%
Change (1 year)
๐Ÿ“ฆ Courier๐Ÿšš Transportation
Categories
  1. Pitney Bowes
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2025 Q3

Pitney Bowes - 10-Q quarterly report FY2025 Q3


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 1-03579
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)
State of incorporation:DelawareI.R.S. Employer Identification No.06-0495050
Address of Principal Executive Offices:3001 Summer Street,Stamford,Connecticut06926
Telephone Number:(203)356-5000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $1 par value per sharePBINew York Stock Exchange
6.7% Notes due 2043PBI.PRBNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated filer ☐Non-accelerated filer o
Smaller reporting company ☐Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of October 20, 2025, 160,918,164 shares of common stock, par value $1 per share, of the registrant were outstanding.


PITNEY BOWES INC.
INDEX
Page Number
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
3
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024
4
Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024
5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
6
Notes to Condensed Consolidated Financial Statements
7
31
40
41
42
42
43
43
43
43
Item 6:
Exhibits
44
45
2


PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue:    
Services$289,476 $312,747 $898,331 $932,690 
Products89,712 101,846 273,782 324,232 
Financing and other80,487 84,870 242,891 253,555 
Total revenue459,675 499,463 1,415,004 1,510,477 
Costs and expenses:
Cost of services146,394 158,690 446,507 481,367 
Cost of products54,294 59,126 159,700 182,552 
Cost of financing and other14,708 20,174 47,871 61,859 
Selling, general and administrative144,154 189,989 480,611 569,625 
Research and development3,409 7,580 11,773 22,465 
Restructuring charges1,836 30,694 17,042 64,859 
Interest expense, net26,072 27,764 75,279 83,323 
Other components of net pension and postretirement cost1,645 (961)5,446 (1,730)
Other (income) expense
(981)50,287 16,628 50,287 
Total costs and expenses391,531 543,343 1,260,857 1,514,607 
Income (loss) from continuing operations before taxes68,144 (43,880)154,147 (4,130)
Provision (benefit) for income taxes16,181 (166,466)36,787 (148,695)
Income from continuing operations51,963 122,586 117,360 144,565 
Loss from discontinued operations, net of tax
— (261,058)— (310,789)
Net income (loss)$51,963 $(138,472)$117,360 $(166,224)
Basic earnings (loss) per share:
Continuing operations$0.31 $0.68 $0.66 $0.81 
Discontinued operations— (1.45)— (1.74)
Net income (loss)$0.31 $(0.77)$0.66 $(0.93)
Diluted earnings (loss) per share:
Continuing operations$0.30 $0.67 $0.66 $0.79 
Discontinued operations— (1.42)— (1.70)
Net income (loss)$0.30 $(0.75)$0.66 $(0.91)
`











See Notes to Condensed Consolidated Financial Statements
3

PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income (loss)$51,963 $(138,472)$117,360 $(166,224)
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $66, $985, $399 and $330, respectively
(8,522)34,738 52,486 14,321 
Net unrealized loss on cash flow hedges, net of tax of $(721) and $(1,693), respectively in 2024
— (2,136)— (5,053)
Net unrealized gain on investment securities, net of tax of $741, $2,299, $1,903 and $1,987, respectively
2,361 7,320 6,059 6,328 
Amortization of pension and postretirement costs, net of tax of $1,674, $1,560, $5,039 and $4,842, respectively
5,083 4,731 15,272 14,779 
Other comprehensive (loss) income, net of tax(1,078)44,653 73,817 30,375 
Comprehensive income (loss)
$50,885 $(93,819)$191,177 $(135,849)









































See Notes to Condensed Consolidated Financial Statements
4

PITNEY BOWES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except per share amount)

September 30, 2025December 31, 2024
ASSETS  
Current assets:  
Cash and cash equivalents (includes $2,652 and $58,817, respectively, reported at fair value)
$320,994 $469,726 
Short-term investments (includes $3,974 and $3,926, respectively, reported at fair value)
14,978 16,374 
Accounts and other receivables (net of allowance of $8,137 and $7,723, respectively)
161,696 159,951 
Short-term finance receivables (net of allowance of $14,496 and $13,302, respectively)
497,573 535,608 
Inventories75,699 59,836 
Current income taxes4,313 10,429 
Other current assets and prepayments (net of allowance of $10,466 and $19,373, respectively)
74,290 66,030 
Total current assets1,149,543 1,317,954 
Property, plant and equipment, net184,043 218,657 
Rental property and equipment, net22,605 24,587 
Long-term finance receivables (net of allowance of $5,312 and $8,374 respectively)
624,496 610,316 
Goodwill746,525 721,003 
Intangible assets, net16,019 15,780 
Operating lease assets107,457 113,357 
Noncurrent income taxes101,738 99,773 
Other assets (includes $186,112 and $173,539, respectively, reported at fair value)
302,785 276,089 
Total assets$3,255,211 $3,397,516 
LIABILITIES AND STOCKHOLDERS’ DEFICIT 
Current liabilities:  
Accounts payable and accrued liabilities$698,686 $873,626 
Customer deposits at Pitney Bowes Bank602,189 645,860 
Current operating lease liabilities27,030 26,912 
Current portion of long-term debt16,150 53,250 
Advance billings72,766 70,131 
Current income taxes4,909 2,948 
Total current liabilities1,421,730 1,672,727 
Long-term debt2,087,966 1,866,458 
Deferred taxes on income70,165 49,187 
Tax uncertainties and other income tax liabilities724 13,770 
Noncurrent operating lease liabilities94,260 100,804 
Noncurrent customer deposits at Pitney Bowes Bank
46,000 57,977 
Other noncurrent liabilities195,904 215,026 
Total liabilities3,916,749 3,975,949 
Commitments and contingencies (See Note 14)
Stockholders’ deficit:
Common stock, $1 par value (480,000 shares authorized; 270,338 shares issued)
270,338 270,338 
Retained earnings2,657,001 2,671,868 
Accumulated other comprehensive loss(765,354)(839,171)
Treasury stock, at cost (107,439 and 87,932 shares, respectively)
(2,823,523)(2,681,468)
Total stockholders’ deficit(661,538)(578,433)
Total liabilities and stockholders’ deficit$3,255,211 $3,397,516 





See Notes to Condensed Consolidated Financial Statements
5

PITNEY BOWES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)

Nine Months Ended September 30,
20252024
Cash flows from operating activities:  
Net income (loss)$117,360 $(166,224)
Loss from discontinued operations, net of tax— 310,789 
Adjustments to reconcile net income or loss to net cash from operating activities:
  
Depreciation and amortization84,503 85,897 
Allowance for credit losses9,382 9,388 
Change in allowance for DIP Facility
(8,907)29,311 
Stock-based compensation15,038 10,321 
Amortization of debt fees5,319 9,462 
Loss on debt redemption/refinancing24,446 2,142 
Restructuring charges17,042 64,859 
Restructuring payments(30,843)(53,919)
Pension contributions and retiree medical payments(22,079)(21,273)
Loss on sale of assets
9,203 8,068 
Loss on revaluation of intercompany loans
21,234 13,481 
Impairment charges
— 10,000 
Other, net7,204 (4,685)
Changes in operating assets and liabilities, net of acquisitions/divestitures:  
Accounts and other receivables(4,500)6,964 
Finance receivables94,725 57,238 
Inventories(14,825)(8,609)
Other current assets and prepayments(5,932)(25,411)
Accounts payable and accrued liabilities(171,665)1,522 
Current and noncurrent income taxes14,666 (192,179)
Advance billings186 (2,526)
   Net cash from operating activities - continuing operations161,557 144,616 
   Net cash from operating activities - discontinued operations— (49,925)
   Net cash from operating activities161,557 94,691 
Cash flows from investing activities:  
Capital expenditures(46,027)(50,221)
Purchases of investment securities(30,039)(28,360)
Proceeds from sales/maturities of investment securities23,844 48,719 
Net investment in loan receivables(66,736)875 
DIP Facility reimbursement (disbursement)
8,907 (27,789)
Acquisition
(2,200)— 
Other investing activities, net1,720 1,565 
   Net cash from investing activities - continuing operations(110,531)(55,211)
   Net cash from investing activities - discontinued operations— (11,137)
   Net cash from investing activities(110,531)(66,348)
Cash flows from financing activities:  
Proceeds from the issuance of debt
1,005,000 — 
Principal payments of debt(820,262)(42,401)
Premiums and fees paid to redeem/refinance debt
(29,127)(4,938)
Dividends paid to stockholders(36,905)(26,846)
Customer deposits at Pitney Bowes Bank(55,648)15,359 
Capped call payment(24,702)— 
Common stock repurchases(251,774)— 
Other financing activities, net11,031 (2,340)
   Net cash from financing activities - continuing operations
(202,387)(61,166)
Net cash from financing activities - discontinued operations
— (6,855)
Net cash from financing activities
(202,387)(68,021)
Effect of exchange rate changes on cash and cash equivalents2,629 1,162 
Change in cash and cash equivalents(148,732)(38,516)
Cash and cash equivalents at beginning of period469,726 600,054 
Cash and cash equivalents at end of period$320,994 $561,538 


See Notes to Condensed Consolidated Financial Statements
6

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

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

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the December 31, 2024 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In management's opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2025. These statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2024 (2024 Annual Report).
Effective April 1, 2025, we revised our segment reporting to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other. Prior periods have been recast to conform to the current period presentation. Other operations now includes the revenue and related expenses of prior operations and shared services of the Global Ecommerce reporting segment that did not qualify for discontinued operations treatment.
Effective January 1, 2025, we revised our reporting presentation of revenue and cost of revenue to better align with our offerings. We now report Services revenue and Cost of services, which includes the previously reported Business services and Support services, Products revenue and Cost of products, which includes the previously reported Equipment sales and Supplies and Financing and other revenue and Cost of financing and other, which includes the previously reported Financing and Rentals. Additionally, we revised our corporate expense allocation methodology to allocate all marketing and innovation expenses to our SendTech Solutions segment due to a change in how these functions are now managed. Prior periods have been recast to conform to the current period presentation.
During the first quarter of 2025, we identified an error and recorded an out of period adjustment of $4 million to correct an overstatement of revenue in prior periods. The impact of the adjustment is not material to the consolidated financial statements for any interim or annual periods prior to 2025 and is not expected to be material to the 2025 annual period.
During the first quarter of 2024, we identified an error and recorded an out of period adjustment of $5 million to correct an understatement of revenue in prior periods, of which $4 million originated in 2020 and prior. The impact of the adjustment was not material to the consolidated financial statements for any interim or annual periods.
Accounting Pronouncements Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which updates the timing of recognition for internal-use software costs. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. This standard is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years. We are currently assessing the impact this standard will have on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact this standard will have on our disclosures.
7

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures, including the rate reconciliation and taxes paid. This standard is effective for annual periods beginning after December 15, 2024. The adoption of this standard in the fourth quarter of 2025 will not have a material impact on our disclosures.

2. Revenue
Disaggregated Revenue
The following tables disaggregate our revenue by source and timing of recognition:
Three Months Ended September 30, 2025
SendTech SolutionsPresort Services
Revenue from services and products
Revenue from leasing transactions and financingTotal consolidated revenue
Major service/product lines
Services$140,583 $148,893 $289,476 $— $289,476 
Products52,475 — 52,475 37,237 89,712 
Financing and other— — — 80,487 80,487 
Subtotal193,058 148,893 341,951 $117,724 $459,675 
Revenue from leasing transactions and financing117,724 — 117,724 
     Total revenue$310,782 $148,893 $459,675 
Timing of revenue recognition from services and products
Services/products transferred at a point in time
$67,574 $— $67,574 
Services/products transferred over time
125,484 148,893 274,377 
      Total$193,058 $148,893 $341,951 


Three Months Ended September 30, 2024
SendTech SolutionsPresort ServicesOther
Revenue from services and products
Revenue from leasing transactions and financingTotal consolidated revenue
Major service/product lines
Services$144,660 $166,367 $1,720 $312,747 $— $312,747 
Products55,280 — — 55,280 46,566 101,846 
Financing and other— — — — 84,870 84,870 
Subtotal199,940 166,367 1,720 368,027 $131,436 $499,463 
Revenue from leasing transactions and financing131,436 — — 131,436 
     Total revenue$331,376 $166,367 $1,720 $499,463 
Timing of revenue recognition from services and products
Services/products transferred at a point in time
$69,631 $— $— $69,631 
Services/products transferred over time
130,309 166,367 1,720 298,396 
      Total$199,940 $166,367 $1,720 $368,027 
8

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Nine Months Ended September 30, 2025
SendTech SolutionsPresort Services
Revenue from services and products
Revenue from leasing transactions and financingTotal consolidated revenue
Major service/product lines
Services$421,431 $476,900 $898,331 $— $898,331 
Products159,876 — 159,876 113,906 273,782 
Financing and other— — — 242,891 242,891 
Subtotal581,307 476,900 1,058,207 $356,797 $1,415,004 
Revenue from leasing transactions and financing356,797 — 356,797 
     Total revenue$938,104 $476,900 $1,415,004 
Timing of revenue recognition from services and products
Services/products transferred at a point in time
$203,628 $— $203,628 
Services/products transferred over time
377,679 476,900 854,579 
      Total$581,307 $476,900 $1,058,207 


Nine Months Ended September 30, 2024
SendTech SolutionsPresort ServicesOtherRevenue from products and servicesRevenue from leasing transactions and financingTotal consolidated revenue
Major service/product lines
Services$439,683 $483,032 $9,975 $932,690 $— $932,690 
Products173,175 — — 173,175 151,057 324,232 
Financing and other— — — — 253,555 253,555 
Subtotal612,858 483,032 9,975 1,105,865 $404,612 $1,510,477 
Revenue from leasing transactions and financing404,612 — — 404,612 
     Total revenue$1,017,470 $483,032 $9,975 $1,510,477 
Timing of revenue recognition from services and products
Services/products transferred at a point in time
$217,790 $— $— $217,790 
Services/products transferred over time
395,068 483,032 9,975 888,075 
      Total$612,858 $483,032 $9,975 $1,105,865 

Our performance obligations for revenue from services and products are as follows:
Services revenue includes revenues from digital shipping and mailing technology solutions and the maintenance, professional and subscription services related to those solutions, mail processing services and cross-border solutions. Revenues for mail processing services and cross-border solutions are recognized over time using an output method based on the number of parcels or mail pieces either processed or delivered, depending on the service type, since that measure best depicts the value of goods and services transferred to the client over the contract period. Contract terms for these services initially range from one to five years and contain annual renewal options. Revenue for shipping subscription services is recognized ratably over the contract period as the client obtains equal benefit from these services throughout the period. Revenue for maintenance and subscription services is recognized ratably over the contract period, which ranges from one to five years, and revenue for professional services is recognized when services are provided.
Products revenue generally includes the sale of mailing and shipping equipment and related supplies. We recognize revenue upon delivery for self-install equipment and supplies and upon acceptance or installation for other equipment.
9

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Financing and other revenue includes revenue from sales-type and operating leases, finance income, fees and investment income, gains and losses at the Pitney Bowes Bank.
Advance Billings from Contracts with Customers
Balance sheet locationSeptember 30, 2025December 31, 2024Increase/ (decrease)
Advance billings, currentAdvance billings$64,891 $63,732 $1,159 
Advance billings, noncurrent Other noncurrent liabilities$236 $159 $77 

Advance billings are recorded when cash payments are due in advance of our performance. Revenue is recognized ratably over the contract term. Items in advance billings primarily relate to maintenance services on mailing equipment. Revenue recognized during the period includes $47 million of advance billings at the beginning of the period. Current advance billings at September 30, 2025 and December 31, 2024 does not include $8 million and $6 million, respectively, from leasing transactions.

Future Performance Obligations
Future performance obligations primarily include maintenance and subscription services bundled with our leasing contracts. The transaction prices allocated to future performance obligations will be recognized as follows:
Remainder of 202520262027-2030Total
SendTech Solutions$66,115 $231,542 $362,494 $660,151 
These amounts do not include revenue for performance obligations under contracts with terms less than 12 months or revenue for performance obligations where revenue is recognized based on the amount billable to the customer.
10

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
3. Segment Information
Our reportable segments are SendTech Solutions and Presort Services. SendTech Solutions includes the revenue and related expenses from physical and digital shipping and mailing technology solutions, financing, services, supplies and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats. Presort Services includes the revenue and related expenses from sortation services to qualify large volumes of First Class Mail, Marketing Mail and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Other operations includes the revenue and related expenses of prior operations and shared services of the Global Ecommerce reporting segment that did not qualify for discontinued operations treatment.
Management, including our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated as segment revenues less the related costs and expenses attributable to the segment. Adjusted segment EBIT excludes interest, taxes, general corporate expenses, restructuring charges, and other items not allocated to our segments. Management believes that adjusted segment EBIT provides investors with a useful measure of operating performance and underlying trends of the business. Adjusted segment EBIT may not be indicative of our overall consolidated performance and therefore should be read in conjunction with our consolidated results of operations. The following tables provide information about our reportable segments and a reconciliation of adjusted segment EBIT to income or loss from continuing operations before taxes.
Revenue
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
SendTech Solutions$310,782 $331,376 $938,104 $1,017,470 
Presort Services148,893 166,367 476,900 483,032 
Total segment revenue459,675 497,743 1,415,004 1,500,502 
Other
— 1,720 — 9,975 
Total revenue$459,675 $499,463 $1,415,004 $1,510,477 


Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
SendTech Solutions
Revenue$310,782 $331,376 $938,104 $1,017,470 
Less:
Cost of revenue105,399 117,682 317,082 362,173 
Operating expenses
104,324 111,714 321,681 361,380 
Adjusted segment EBIT$101,059 $101,980 $299,341 $293,917 
Presort Services
Revenue$148,893 $166,367 $476,900 $483,032 
Less:
Cost of revenue
98,492 102,670 299,279 310,797 
Operating expenses
17,775 17,518 54,276 58,679 
Adjusted segment EBIT$32,626 $46,179 $123,345 $113,556 

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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Adjusted Segment EBIT
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
SendTech Solutions$101,059 $101,980 $299,341 $293,917 
Presort Services32,626 46,179 123,345 113,556 
Total adjusted segment EBIT133,685 148,159 422,686 407,473 
Reconciliation of adjusted segment EBIT to income or loss from continuing operations before taxes:
 
Other operations
— (7,312)— (12,142)
Interest expense, net(37,287)(43,859)(112,671)(131,986)
Corporate expenses
(26,350)(38,062)(93,369)(124,557)
Restructuring charges
(1,836)(30,694)(17,042)(64,859)
Loss on debt redemption/refinancing(82)(2,142)(24,446)(2,142)
Foreign currency gain (loss) on intercompany loans3,390 (18,831)(21,234)(13,481)
Benefit (charge) in connection with Ecommerce Restructuring
1,063 (38,145)7,818 (38,145)
Asset impairment
— (10,000)— (10,000)
Transaction and Strategic review costs(4,439)(2,994)(7,595)(14,291)
Income (loss) from continuing operations before taxes
$68,144 $(43,880)$154,147 $(4,130)


4. Discontinued Operations
On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests.
Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind-down of the Ecommerce Debtors (the “GEC Chapter 11 Cases”). As a result of the GEC Chapter 11 Cases, the Company determined that it no longer had control of the Ecommerce Debtors and therefore, the Ecommerce Debtors were deconsolidated. We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the “Ecommerce Restructuring”.
On November 25, 2024, the Bankruptcy Court confirmed the Ecommerce Debtors’ Third Amended Joint Plan of Liquidation (the “Plan”) and on December 9, 2024, the Plan became effective in accordance with its terms, substantially consummating the separation of the Company from the Ecommerce Debtors.
In connection with the GEC Chapter 11 Cases, we provided a senior secured, super-priority debtor-in-possession term loan (the "DIP Facility") to the Ecommerce Debtors and provided initial funding of $28 million. Through September 30, 2025, we've received repayments of $20 million. The remaining unpaid balance on the DIP Facility is fully reserved and future repayments will be recorded as income.
We account for the investment in the Ecommerce Debtors using the equity method, but have ascribed a fair value of our economic interest in the Ecommerce Debtors of zero. We do not anticipate receiving any recovery or distribution from our economic equity interest and remain exposed to the economic risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility.







12

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Discontinued operations for the three and nine months ended September 30, 2024 is comprised of the following:

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Revenue$115,797 $728,462 
Cost of revenue
120,167 737,856 
Selling, general and administrative
39,536 99,806 
Other
7,017 10,463 
Total costs and expenses
166,720 848,125 
Loss from discontinued operations
(50,923)(119,663)
Loss on sale
(218,847)(218,847)
Loss from discontinued operations before taxes
(269,770)(338,510)
Tax benefit(8,712)(27,721)
Loss from discontinued operations, net of tax
$(261,058)$(310,789)
5. Earnings per Share (EPS)
The calculation of basic and diluted EPS is presented below. The sum of the EPS amounts may not equal the totals due to rounding.
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Numerator:    
Income from continuing operations$51,963 $122,586 $117,360 $144,565 
Loss from discontinued operations, net of tax
— (261,058)— (310,789)
Net income (loss)$51,963 $(138,472)$117,360 $(166,224)
Denominator:    
Weighted-average shares used in basic EPS
168,908 180,242 176,822 178,695 
Dilutive effect of common stock equivalents 1,462 3,596 1,553 3,750 
Weighted-average shares used in diluted EPS170,370 183,838 178,375 182,445 
Basic earnings (loss) per share:
    
Continuing operations$0.31 $0.68 $0.66 $0.81 
Discontinued operations— (1.45)— (1.74)
Net income (loss)$0.31 $(0.77)$0.66 $(0.93)
Diluted earnings (loss) per share:
Continuing operations$0.30 $0.67 $0.66 $0.79 
Discontinued operations— (1.42)— (1.70)
Net income (loss)$0.30 $(0.75)$0.66 $(0.91)
Common stock equivalents excluded from calculation of diluted earnings per share because their impact would be anti-dilutive:
Stock-based compensation awards
4,646 4,833 4,646 6,839 
Convertible senior notes
16,135 — 16,135 — 
Total
20,781 4,833 20,781 6,839 
We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

13

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
6. Inventories
Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. Inventories consisted of the following:
September 30,
2025		December 31,
2024
Raw materials$35,107 $20,405 
Supplies and service parts18,817 15,095 
Finished products21,775 24,336 
Total inventories$75,699 $59,836 

7. Finance Assets and Lessor Operating Leases
Finance Assets
Finance receivables are comprised of sales-type leases, secured loans and unsecured loans. Sales-type leases and secured loans are financing options for the purchase or lease of Pitney Bowes equipment or other manufacturers' equipment and are generally due in installments over periods ranging from three to five years. Unsecured loans are revolving credit lines offered to our clients for postage, supplies and working capital purposes. Unsecured loans are generally due monthly; however, clients may rollover outstanding balances. Interest is recognized on finance receivables using the effective interest method. Annual fees are recognized ratably over the period covered and client acquisition costs are expensed as incurred. All finance receivables are in our SendTech Solutions segment and we segregate finance receivables into a North America portfolio and an International portfolio.
Finance receivables consisted of the following:
September 30, 2025December 31, 2024
North AmericaInternationalTotalNorth AmericaInternationalTotal
Sales-type lease receivables      
Gross finance receivables$881,118 $124,556 $1,005,674 $946,294 $120,109 $1,066,403 
Unguaranteed residual values33,821 5,943 39,764 36,361 5,890 42,251 
Unearned income(254,094)(37,465)(291,559)(257,971)(34,674)(292,645)
Allowance for credit losses(11,187)(1,993)(13,180)(12,659)(2,324)(14,983)
Net investment in sales-type lease receivables649,658 91,041 740,699 712,025 89,001 801,026 
Loan receivables     
Loan receivables386,799 1,199 387,998 334,717 16,874 351,591 
Allowance for credit losses(6,425)(203)(6,628)(6,549)(144)(6,693)
Net investment in loan receivables380,374 996 381,370 328,168 16,730 344,898 
Net investment in finance receivables$1,030,032 $92,037 $1,122,069 $1,040,193 $105,731 $1,145,924 

Maturities of gross finance receivables at September 30, 2025 were as follows:
Sales-type Lease ReceivablesLoan Receivables
North AmericaInternationalTotalNorth AmericaInternationalTotal
Remainder 2025$90,678 $31,510 $122,188 $190,893 $1,199 $192,092 
2026325,284 40,511 365,795 69,103 — 69,103 
2027236,466 27,015 263,481 58,215 — 58,215 
2028142,560 15,733 158,293 39,537 — 39,537 
202967,958 7,307 75,265 22,649 — 22,649 
Thereafter18,172 2,480 20,652 6,402 — 6,402 
Total$881,118 $124,556 $1,005,674 $386,799 $1,199 $387,998 


14

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Aging of Receivables
The aging of gross finance receivables was as follows:
September 30, 2025
Sales-type Lease ReceivablesLoan Receivables
North AmericaInternationalNorth AmericaInternationalTotal
Past due amounts 0 - 90 days$872,190 $122,668 $384,647 $1,096 $1,380,601 
Past due amounts > 90 days8,928 1,888 2,152 103 13,071 
Total$881,118 $124,556 $386,799 $1,199 $1,393,672 

December 31, 2024
Sales-type Lease ReceivablesLoan Receivables
North AmericaInternationalNorth AmericaInternationalTotal
Past due amounts 0 - 90 days$932,948 $117,908 $331,411 $16,809 $1,399,076 
Past due amounts > 90 days13,346 2,201 3,306 65 18,918 
Total$946,294 $120,109 $334,717 $16,874 $1,417,994 

Allowance for Credit Losses
We provide an allowance for credit losses based on historical loss experience, the nature of our portfolios, adverse situations that may affect a client's ability to pay and current economic conditions and outlook based on reasonable and supportable forecasts. We continually evaluate the adequacy of the allowance for credit losses and adjust as necessary. The assumptions used in determining an estimate of credit losses are inherently subjective and actual results may differ significantly from estimated reserves.
We establish credit approval limits based on the client's credit quality and the type of equipment financed. We cease financing revenue recognition for lease receivables and unsecured loan receivables that are more than 90 days past due. Revenue recognition is resumed when the client's payments reduce the account aging to less than 60 days past due. Finance receivables are written off against the allowance after all collection efforts have been exhausted and management deems the account to be uncollectible. We believe that our credit risk is low because of the geographic and industry diversification of our clients and small account balances for most of our clients.
Activity in the allowance for credit losses for finance receivables was as follows:
Sales-type Lease ReceivablesLoan Receivables
North AmericaInternationalNorth AmericaInternationalTotal
Balance at January 1, 2025$12,659 $2,324 $6,549 $144 $21,676 
Amounts charged to expense877 25 2,952 229 4,083 
Write-offs(4,116)(581)(3,700)(183)(8,580)
Recoveries1,696 100 619 — 2,415 
Other71 125 5 13 214 
Balance at September 30, 2025$11,187 $1,993 $6,425 $203 $19,808 
Sales-type Lease ReceivablesLoan Receivables
North AmericaInternationalNorth AmericaInternationalTotal
Balance at January 1, 2024$13,942 $2,786 $6,346 $153 $23,227 
Amounts charged to expense998 (7)3,550 354 4,895 
Write-offs (3,232)(636)(5,116)(349)(9,333)
Recoveries1,221 145 1,546 — 2,912 
Other10 (11)(22)22 (1)
Balance at September 30, 2024$12,939 $2,277 $6,304 $180 $21,700 


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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
The table below shows write-offs of gross finance receivables by year of origination.
Nine Months Ended September 30, 2025
Sales Type Lease ReceivablesLoan ReceivablesTotal
20252024202320222021Prior
Write-offs$264 $697 $1,056 $1,302 $936 $442 $3,883 $8,580 

Nine Months Ended September 30, 2024
Sales Type Lease ReceivablesLoan ReceivablesTotal
20242023202220212020Prior
Write-offs$67 $829 $1,382 $763 $543 $284 $5,465 $9,333 
Credit Quality
The extension and management of credit lines to new and existing clients uses a combination of a client's credit score, where available, a detailed manual review of their financial condition and payment history, or an automated process. Once credit is granted, the payment performance of the client is managed through automated collections processes and is supplemented with direct follow-up should an account become delinquent. We have robust automated collections and extensive portfolio management processes to ensure that our global strategy is executed, collection resources are allocated and enhanced tools and processes are implemented as needed.
Over 85% of our finance receivables are within the North American portfolio. We use a third-party to score the majority of this portfolio on a quarterly basis using a proprietary commercial credit score. The relative scores are determined based on a number of factors, including financial information, payment history, company type and ownership structure. We stratify the credit scores of our clients into low, medium and high-risk accounts. Due to timing and other issues, our entire portfolio may not be scored at period end. We report these amounts as "Not Scored"; however, absence of a score is not indicative of the credit quality of the account. The credit score is used to predict the payment behaviors of our clients and the probability that an account will become greater than 90 days past due during the subsequent 12-month period.
•Low risk accounts are companies with very good credit scores and a predicted delinquency rate of less than 5%.
•Medium risk accounts are companies with average to good credit scores and a predicted delinquency rate between 5% and 10%.
•High risk accounts are companies with poor credit scores, are delinquent or are at risk of becoming delinquent. The predicted delinquency rate would be greater than 10%.
We do not use a third-party to score our International portfolio because the cost to do so is prohibitive as there is no single credit score model that covers all countries. Accordingly, the entire International portfolio is reported in the Not Scored category. Most of the International credit applications are small dollar applications (i.e. below $50 thousand) and are subjected to an automated review process. Larger credit applications are manually reviewed, which includes obtaining client financial information, credit reports and other available financial information.












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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
The table below shows gross finance receivables by relative risk class and year of origination based on the relative scores of the accounts within each class.
September 30, 2025
Sales Type Lease ReceivablesLoan ReceivablesTotal
20252024202320222021Prior
Low$117,072 $162,352 $165,923 $118,745 $81,025 $84,603 $337,879 $1,067,599 
Medium20,201 29,883 27,821 21,421 13,576 13,910 30,315 157,127 
High2,206 2,988 2,621 2,069 1,276 1,644 5,417 18,221 
Not Scored42,704 32,217 25,763 16,464 11,027 8,163 14,387 150,725 
Total$182,183 $227,440 $222,128 $158,699 $106,904 $108,320 $387,998 $1,393,672 
December 31, 2024
Sales Type Lease ReceivablesLoan ReceivablesTotal
20242023202220212020Prior
Low$188,847 $210,547 $163,892 $104,269 $66,673 $42,586 $273,736 $1,050,550 
Medium31,970 31,839 26,652 19,180 10,556 10,512 34,376 165,085 
High4,633 4,488 3,753 2,415 2,038 684 11,826 29,837 
Not Scored49,835 38,659 28,250 17,131 5,400 1,594 31,653 172,522 
Total$275,285 $285,533 $222,547 $142,995 $84,667 $55,376 $351,591 $1,417,994 


Lease Income
Lease income from sales-type leases, excluding variable lease payments, was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Profit recognized at commencement$18,677 $24,071 $56,493 $78,277 
Interest income37,286 38,264 113,286 114,277 
Total lease income from sales-type leases$55,963 $62,335 $169,779 $192,554 

Lessor Operating Leases
We also lease mailing equipment under operating leases with terms of one to five years. Revenue from operating leases for the three and nine months ended September 30, 2025 was $14 million and $43 million, respectively, and revenue from operating leases for the three and nine months ended September 30, 2024 was $16 million and $50 million, respectively. Maturities of operating leases are as follows:
Remainder 2025$5,658 
202619,356 
202715,756 
20287,966 
20294,616 
Thereafter2,139 
Total$55,491 




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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
8. Intangible Assets and Goodwill
Intangible Assets
Intangible assets consisted of the following:
September 30, 2025December 31, 2024
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Customer relationships$46,899 $(32,461)$14,438 $43,569 $(29,179)$14,390 
Software & technology3,616 (2,035)1,581 2,944 (1,554)1,390 
Total intangible assets$50,515 $(34,496)$16,019 $46,513 $(30,733)$15,780 

Amortization expense was $1 million for each of the three months ended September 30, 2025 and 2024 and $4 million and $3 million, respectively, for the nine months ended September 30, 2025 and 2024.
Future amortization expense as of September 30, 2025 is shown in the table below. Actual amortization expense may differ due to, among other things, fluctuations in foreign currency exchange rates, acquisitions, divestitures and impairment charges.
Remainder 2025$1,025 
20263,723 
20273,554 
20282,871 
20291,789 
Thereafter3,057 
Total$16,019 

Goodwill
Changes in the carrying value of goodwill by reporting segment are shown in the table below.
December 31, 2024Currency impactSeptember 30,
2025
SendTech Solutions$497,240 $25,522 $522,762 
Presort Services223,763 — 223,763 
Total goodwill$721,003 $25,522 $746,525 













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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)

9. Fair Value Measurements and Derivative Instruments
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. An entity is required to classify certain assets and liabilities measured at fair value based on the following fair value hierarchy that prioritizes the inputs used to measure fair value:
Level 1 –    Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 –    Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3– Unobservable inputs that are supported by little or no market activity, may be derived from internally developed methodologies based on management’s best estimate of fair value and that are significant to the fair value of the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy. The following tables show, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis.
September 30, 2025
Level 1Level 2Level 3Total
Assets:    
Money market funds $9,218 $— $— $9,218 
Mutual funds
13,986 — — 13,986 
Government securities
2,401 13,252 — 15,653 
Corporate debt securities— 43,769 — 43,769 
Mortgage-backed securities
— 89,894 — 89,894 
Asset-backed securities
— 20,218 — 20,218 
Total assets$25,605 $167,133 $— $192,738 
Liabilities:    
Deferred compensation obligations
$— $15,173 $— $15,173 
Total liabilities$— $15,173 $— $15,173 

December 31, 2024
Level 1Level 2Level 3Total
Assets:    
Money market funds $65,251 $— $— $65,251 
Mutual funds
14,664 — — 14,664 
Government securities
2,334 13,410 — 15,744 
Corporate debt securities — 42,159 — 42,159 
Mortgage-backed securities
— 90,628 — 90,628 
Asset-backed securities
— 7,836 — 7,836 
Total assets$82,249 $154,033 $— $236,282 
Liabilities:    
Deferred compensation obligations
$— $16,309 $— $16,309 
Total liabilities$— $16,309 $— $16,309 

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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
The fair value table as of December 31, 2024 has been revised to exclude certain interest-bearing savings accounts that were previously reported within the money market funds line item that should not have been included in the fair value table based on the nature of these deposits, and to correct for certain other leveling disclosure errors. Additionally, the Held-to-Maturities Securities disclosure as of December 31, 2024 has been revised to exclude certain short-term savings products that do not meet the definition of securities and the investments in a loss position has been revised to correct for classification errors between the greater than 12 months and less than 12 months disclosure. These revisions impact our footnote disclosure only and had no impact on our consolidated financial statements for any interim or annual periods.
The valuation of investment securities is based on a market approach using inputs that are observable, or can be corroborated by observable data, in an active marketplace. The following information relates to our classification within the fair value hierarchy:
Assets
•Money Market Funds: Money market funds typically invest in securities issued by the U.S. government and its agencies and other highly liquid, low risk securities. The fair value of money market funds is based on the net asset value as reported daily by the underlying money market fund and serves as the basis for subscriptions and redemptions. Accordingly, money market funds are classified as Level 1.
•Mutual Funds: Comprised of mutual funds investing in equity securities of U.S. and foreign companies and a variety of fixed income securities. Mutual fund investments are primarily held in our deferred compensation plan (see Deferred Compensation Obligation below). The fair value of mutual funds is based on the net asset value as reported daily by the underlying mutual fund and serves as the basis for subscriptions and redemptions. Accordingly, mutual funds are classified as Level 1.
•Government Securities: Government securities consist primarily of municipal bonds and U.S. agency securities. Government securities are classified as Level 1 when unadjusted quoted prices in active markets are available and as Level 2 when fair value is determined using quoted market prices for similar securities or benchmarking models which derive prices based on observable transactions for comparable securities.
•Corporate Debt Securities: Corporate debt securities are valued using recently executed comparable transactions, market price quotations or bond spreads for the same maturity as the security. Accordingly, these securities are classified as Level 2.
•Mortgage-Backed Securities: Comprised of residential and commercial mortgage-backed securities issued by FHLMC (Federal Home Loan Mortgage Corporation; Freddie Mac), FNMA (Federal National Mortgage Association; Fannie Mae), GNMA (Governmental National Mortgage Association, also known as Ginnie Mae), and FHA (Federal Housing Administration). Fair value for these securities is determined based on prices of comparable securities, external pricing indices or external price/spread data. Accordingly, these securities are classified as Level 2.
•Asset-Backed Securities: Asset-backed securities are classified as Level 2 as fair value for these securities is determined based on prices of comparable securities, external pricing indices or external price/spread data.
Liabilities
•Deferred Compensation Obligation: we offer a deferred compensation plan that allows certain eligible employees to defer a portion of their variable compensation annually and invest their deferred compensation among a variety of investment options. The deferred compensation obligation represents the aggregate value of the participants' accounts at the end of the reporting period. The fair value of the deferred compensation obligation is determined based on the underlying asset values and is classified as Level 2. The deferred compensation obligation is reported in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheet.









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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Available-For-Sale Securities
Investment securities classified as available-for-sale are recorded at fair value. Changes in fair value due to market conditions are recorded in accumulated other comprehensive loss (AOCL), and changes in fair value due to credit conditions are recorded in earnings. There were no changes in fair value charged to earnings in the nine months ended September 30, 2025 or 2024.

Available-for-sale securities consisted of the following:
September 30, 2025
Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Government securities
$21,364 $2 $(5,713)$15,653 
Corporate debt securities49,678 — (5,909)43,769 
Mutual funds
1,873 — (178)1,695 
Mortgage-backed securities109,353 — (19,459)89,894 
Asset-backed securities19,945 273 — 20,218 
Total$202,213 $275 $(31,259)$171,229 
December 31, 2024
Amortized costGross unrealized lossesEstimated fair value
Government securities
$21,432 $(5,688)$15,744 
Corporate debt securities50,367 (8,208)42,159 
Mutual funds
1,835 (223)1,612 
Mortgage-backed securities
114,941 (24,313)90,628 
Asset-backed securities
8,348 (512)7,836 
Total$196,923 $(38,944)$157,979 

The fair value of available-for-sale securities is reported on our Condensed Consolidated Balance Sheet as follows:
September 30, 2025December 31, 2024
Short-term investments
$3,974 $3,926 
Other assets
167,255 154,053 
Total$171,229 $157,979 

Investment securities in a loss position were as follows:
September 30, 2025December 31, 2024
Fair ValueGross unrealized lossesFair ValueGross unrealized losses
Greater than 12 continuous months
Government securities
$13,374 $5,713 $15,744 $5,688 
Corporate debt securities43,769 5,909 42,159 8,208 
Mutual funds
1,695 178 1,612 223 
Mortgage-backed securities
89,894 19,459 90,628 24,313 
Asset-backed securities
— — 7,836 512 
Total$148,732 $31,259 $157,979 $38,944 
At September 30, 2025, substantially all securities in the investment portfolio were in an unrealized loss position. However, we have not recorded an allowance for credit loss or an impairment charge as we have the ability and intent to hold these securities until recovery of the unrealized losses and expect to receive the stated principal and interest at maturity.

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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Scheduled maturities of available-for-sale securities at September 30, 2025 were as follows:
Amortized costEstimated fair value
Within 1 year$4,150 $3,974 
After 1 year through 5 years25,222 22,983 
After 5 years through 10 years40,801 38,697 
After 10 years132,040 105,575 
Total$202,213 $171,229 
Actual maturities may not coincide with scheduled maturities as certain securities contain early redemption features and/or allow for the prepayment of obligations.

Held-to-Maturity Securities
The carrying value and fair value of investments classified as held-to-maturity is as follows:
September 30, 2025
December 31, 2024
Carrying value
Fair value
Carrying valueFair value
Government securities
$20,437 $20,433 $20,308 $20,219 
Other
2,408 2,155 2,480 2,242 
Total
$22,845 $22,588 $22,788 $22,461 

The carrying value of held-to-maturity securities is reported on our Condensed Consolidated Balance Sheet as follows:
September 30, 2025December 31, 2024
Short-term investments
$11,004 $12,448 
Other assets
11,841 10,340 
Total$22,845 $22,788 

Scheduled maturities of held-to-maturity securities at September 30, 2025 were as follows:
Carrying value
Fair value
Within 1 year$11,004 $11,008 
After 1 year through 5 years7,711 7,715 
After 10 years4,130 3,865 
Total$22,845 $22,588 
Derivative Instruments
We did not enter into any derivative instruments during the nine months ended September 30, 2025.
At September 30, 2024, we had outstanding interest rate swap agreements that effectively converted $200 million of variable rate debt to fixed rates. These swaps were designated as cash flow hedges. The swaps were recorded at fair value at the end of each reporting period with the change in fair value reflected in AOCL. For the three months ended September 30, 2024, the amount recognized in AOCL was a loss of $3 million and the amount reclassified from AOCL to earnings was a gain of $3 million. For the nine months ended September 30, 2024, the amount recognized in AOCL was a loss of $6 million and the amount reclassified from AOCL to earnings was a gain of $8 million. These interest rate swap agreements matured in December 2024.




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PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Fair Value of Financial Instruments
Our financial instruments include cash equivalents, accounts receivables, finance receivables, accounts payable and debt. The carrying values of cash equivalents, accounts receivables, finance receivables and accounts payable approximate fair value. The inputs used to estimate fair value of cash equivalents, accounts receivables, finance receivables and accounts payable were Level 2.
The inputs used to estimate the fair value of debt were Level 2 and included recently executed transactions and market price quotations.
September 30, 2025December 31, 2024
Carrying value$2,104,116 $1,919,708 
Fair value$2,045,869 $1,823,430 

10. Restructuring Charges
2025 Plan
During the third quarter of 2025, we approved a targeted restructuring plan which was not anticipated to be material, and incurred charges of $2 million in the third quarter. In October 2025, we finalized an additional organizational review, that together with the targeted restructuring plan, will comprise a worldwide restructuring plan (the "2025 Plan"). Under the 2025 Plan, we expect to eliminate 300-400 positions and incur total charges of $30 million-$45 million. We expect these actions will be completed by the first half of 2026 and will generate annualized savings of $35 million-$50 million.
Activity in our restructuring reserves was as follows:
2025 Plan2024 PlanTotal
Balance at January 1, 2025$— $23,164 $23,164 
Amounts charged to expense
1,836 15,206 17,042 
Cash payments— (30,843)(30,843)
Noncash activity— (1,396)(1,396)
Balance at September 30, 2025$1,836 $6,131 $7,967 
2024 Plan2023 PlanTotal
Balance at January 1, 2024$— $26,128 $26,128 
Amounts charged to expense - continuing operations
54,238 10,621 64,859 
Amounts charged to expense - discontinued operations
7,265 — 7,265 
Cash payments(18,045)(35,874)(53,919)
Noncash activity(245)(875)(1,120)
Balance at September 30, 2024$43,213 $— $43,213 
Components of restructuring expense were as follows:
Three Months Ended September 30, 2025Three Months Ended September 30, 2024
2025 Plan
2024 Plan
Total
2024 Plan
2023 Plan
Total
Severance$1,797 $— $1,797 $30,403 $— $30,403 
Facilities and other39 — 39 291 — 291 
Total$1,836 $— $1,836 $30,694 $— $30,694 
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
2025 Plan
2024 Plan
Total
2024 Plan
2023 Plan
Total
Severance$1,797 $13,810 $15,607 $53,947 $9,398 $63,345 
Facilities and other39 1,396 1,435 291 1,223 1,514 
Total$1,836 $15,206 $17,042 $54,238 $10,621 $64,859 
Components of restructuring expense in discontinued operations primarily included severance charges.
23

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
At the end of the second quarter of 2025, the 2024 Plan was officially completed. Under the 2024 Plan, we eliminated approximately 3,200 positions and incurred cumulative charges of $89 million.

11. Debt
Total debt consisted of the following:


Interest rateSeptember 30, 2025December 31, 2024
Term loan due March 2026
SOFR + 2.25%
$— $235,000 
Notes due March 20276.875%355,500 380,000 
Notes due March 2028
SOFR + 6.90%
— 96,563 
Term loan due March 2028
SOFR + 4.0%
— 433,125 
Term loan due March 2028
SOFR + 1.85%
156,000 — 
Notes due March 20297.25%326,000 350,000 
Convertible Notes due August 20301.50%230,000 — 
Term loan due March 2032
SOFR + 3.75%
611,925 — 
Notes due January 20375.25%35,841 35,841 
Notes due March 20436.70%425,000 425,000 
Principal amount2,140,266 1,955,529 
Less: unamortized costs, net36,150 35,821 
Total debt2,104,116 1,919,708 
Less: current portion long-term debt16,150 53,250 
Long-term debt$2,087,966 $1,866,458 

In the first quarter of 2025, we redeemed the remaining outstanding balance of the Notes due March 2028 and recorded a loss of $17 million. Additionally, we entered into a new senior secured credit agreement (the "New Credit Agreement"), which provided a $265 million revolving credit facility maturing March 2028, a $160 million term loan maturing March 2028 and a $615 million term loan maturing March 2032. The proceeds from the new term loans were used to repay the outstanding balances of the Term loan due March 2026 and Term loan due March 2028 and for general corporate purposes. We recorded a loss of $8 million in connection with this refinance. In the third quarter of 2025, the revolving credit facility was increased from $265 million to $400 million.
Under the New Credit Agreement, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the New Credit Agreement) of greater than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the New Credit Agreement) of less than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) of less than 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026. At September 30, 2025, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our New Credit Agreement are secured by assets of the Company.
The New Credit Agreement also contains provisions whereby if, on any day between the period commencing on September 14, 2026 and ending on March 15, 2027, the Notes due March 2027 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2027 plus $100 million, the Term loan due March 2028 and any borrowings under the revolving credit facility would become due on such date (the "Pro Rata Springing Maturity Date"), and if on any date during the period beginning on December 14, 2026 and ending on March 15, 2027, the Notes due March 2027 remain outstanding and the Pro Rata Springing Maturity Date has occurred, the Term loan due March 2032 would be become due on such date. We are considering various strategies and fully intend to redeem the Notes due March 2027 before September 2026 either with available liquidity or refinance through the capital markets.
In August 2025, we issued an aggregate $230 million convertible senior notes (the "Convertible Notes") pursuant to an indenture, dated August 8, 2025 (the "Indenture"), among the Company, the guarantors party thereto and Truist Bank, as trustee. The Convertible Notes accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The Convertible Notes will mature on August 15, 2030, unless earlier repurchased, redeemed or converted. Prior to May 15, 2030, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and, thereafter, the
24

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate is 70.1533 shares of common stock per $1,000 principal amount, which represents an initial conversion price of approximately $14.25 per share of common stock, subject to adjustment. The net proceeds of $221 million were partially used to enter into capped call transactions (see below) and repurchase shares of our common stock. The remaining proceeds will be used for general corporate purposes and other strategic investments.
We may not redeem the Convertible Notes prior to August 21, 2028. On or after August 21, 2028, we may redeem for cash all or any portion of the Convertible Notes, at our option, if the last reported sale price of the Company’s Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest.
If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require that we repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount to be repurchased, plus accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the Indenture) occurs, or if we send a notice of redemption, we may be required to increase the conversion rate for any Convertible Notes converted in connection with such make-whole fundamental change or notice of redemption by a specified number of shares of its Common Stock.
The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
In connection with the Convertible Notes offering, we entered into privately negotiated capped call transactions (the "Capped Call Transactions") with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The Capped Call Transactions are expected to reduce the potential dilution of our common stock upon conversion of any Convertible Notes, with such reduction subject to a cap. The table below sets forth the key terms and premium paid for the Capped Calls related to the Convertible Notes:
Initial number of shares covered, subject to certain adjustments
16,135
Initial strike price, subject to certain adjustments$14.25
Initial cap price, subject to certain adjustments$22.36
Total premium paid$24,702
The premium paid was recorded as a reduction to stockholders' deficit in the condensed consolidated balance sheet. The Capped Call Transactions are not part of the terms of the Convertible Notes and do not change the holders’ rights under the Convertible Notes. Holders of the Convertible Notes do not have any rights with respect to the Capped Call Transactions.











25

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
12. Pensions and Other Benefit Programs
The components of net periodic benefit (income) cost were as follows:
Defined Benefit Pension PlansNonpension Postretirement Benefit Plans
United StatesForeign
Three Months EndedThree Months EndedThree Months Ended
September 30,September 30,September 30,
202520242025202420252024
Service cost$6 $12 $290 $189 $65 $92 
Interest cost13,070 14,468 5,987 5,298 1,042 1,090 
Expected return on plan assets(18,427)(21,551)(6,784)(6,557)— — 
Amortization of prior service (credit) cost(5)(5)79 76 — — 
Amortization of net actuarial loss (gain)4,974 4,758 2,329 1,968 (620)(506)
Net periodic benefit (income) cost$(382)$(2,318)$1,901 $974 $487 $676 
Contributions to benefit plans$1,461 $1,221 $553 $329 $1,936 $2,423 
Defined Benefit Pension PlansNonpension Postretirement Benefit Plans
United StatesForeign
Nine Months EndedNine Months EndedNine Months Ended
September 30,September 30,September 30,
202520242025202420252024
Service cost$19 $36 $859 $561 $205 $277 
Interest cost40,115 44,400 17,524 15,666 3,120 3,361 
Expected return on plan assets(55,727)(65,369)(19,897)(19,409)— — 
Amortization of prior service (credit) cost(15)(15)230 223 — — 
Amortization of net actuarial loss (gain)15,117 14,702 6,821 5,804 (1,842)(1,093)
Net periodic benefit (income) cost$(491)$(6,246)$5,537 $2,845 $1,483 $2,545 
Contributions to benefit plans$4,490 $3,542 $8,715 $7,707 $8,874 $10,024 

13. Income Taxes
The effective tax rate for the three and nine months ended September 30, 2025 is 23.7% and 23.9%, respectively, and includes a benefit of $11 million and $13 million, respectively for the resolution of tax matters. The effective tax rate for the nine months ended September 30, 2025 also includes a benefit of $2 million for the vesting of restricted stock.
The benefit for income taxes for the three and nine months ended September 30, 2024 includes a tax benefit of $164 million primarily due to an affiliate reorganization.
The One Big Beautiful Bill Act, enacted on July 4, 2025, is not expected to materially impact our tax provision. On a regular basis, we conclude tax return examinations, statutes of limitation expire, and court decisions interpret tax law. We regularly assess tax uncertainties in light of these developments; and as a result, it is reasonably possible that the amount of unrecognized tax benefits will decrease in the next 12 months, and this decrease could be up to 15% of our unrecognized tax benefits.
With regard to U.S. Federal income tax, the Internal Revenue Service examination of our consolidated U.S. income tax returns for tax years prior to 2020 are closed to audit. On a state and local level, returns for most jurisdictions are closed through 2019. For our significant non-U.S. jurisdictions, Canada is closed to examination through 2020 except for a specific issue under current exam, and France, Germany and the U.K. are closed through 2019, 2017 and 2022, respectively. We also have other less significant tax filings currently subject to examination.


26

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
14. Commitments and Contingencies
From time to time, in the ordinary course of business as well as in connection with our recent GEC Chapter 11 cases, we are involved in litigation pertaining to, among other things, contractual rights under vendor, insurance or other contracts; intellectual property or patent rights; equipment, service, payment or other disputes with clients; or disputes with employees. Some of these actions may be brought as a purported class action on behalf of a purported class of customers, employees, or others.
On October 1, 2024, one of the Ecommerce Debtors filed a complaint against Trilogy Leasing Co., LLC (“Trilogy”) in the United States Bankruptcy Court for the Southern District of Texas seeking to recharacterize certain Equipment Supplements to which they are parties as disguised financings ("Recharacterization Proceeding"). On October 8, 2024, we filed a motion to intervene in support of the Ecommerce Debtors' position, which the court granted on April 1, 2025. The case is now proceeding.
On November 7, 2024, Trilogy and its parent company Kingsbridge Holdings, LLC brought suit against us in the Circuit Court of Cook County, Illinois, alleging that we are liable for certain Equipment Supplements that were executed by the Ecommerce Debtors and by Pitney Bowes Presort Services, LLC. On December 16, 2024, we removed the litigation to the Northern District of Illinois based on diversity jurisdiction and subsequently filed a motion to dismiss, and to the extent not dismissed, stay the action pending the conclusion of the Recharacterization Proceeding. On July 15, 2025, the Northern District of Illinois court granted, in part, and denied, in part, the relief sought.
In addition, on May 9, 2025, Mitsubishi (the assignee of certain Equipment Supplements by Trilogy and/or Kingsbridge Holdings, LLC) brought an action in Superior Court of the State of Delaware, raising claims that are a subset of the claims in the Illinois Action. This matter has been settled for an immaterial amount. We are continuing the litigation against the remaining Trilogy plaintiffs.
Due to uncertainties inherent in litigation, any actions could have a material adverse effect on our financial position, results of operations or cash flows; however, in management's opinion, the final outcome of outstanding matters will not have a material adverse effect on our financial position, results of operations or cash flows.

15. Stockholders’ Deficit
Changes in stockholders’ deficit were as follows:
Common stockRetained earningsAccumulated other comprehensive lossTreasury stockTotal deficit
Balance at July 1, 2025$270,338 $2,669,992 $(764,276)$(2,712,863)$(536,809)
Net income— 51,963 — — 51,963 
Other comprehensive loss— — (1,078)— (1,078)
Dividends paid ($0.08 per common share)
— (13,299)— — (13,299)
Issuance of common stock— (54,406)— 50,840 (3,566)
Stock-based compensation expense
— 2,751 — — 2,751 
Repurchase of common stock— — — (161,500)(161,500)
Balance at September 30, 2025$270,338 $2,657,001 $(765,354)$(2,823,523)$(661,538)

Common stockRetained earningsAccumulated other comprehensive lossTreasury stockTotal deficit
Balance at July 1, 2024$270,338 $2,948,959 $(865,523)$(2,781,663)$(427,889)
Net loss— (138,472)— — (138,472)
Other comprehensive income— — 44,653 — 44,653 
Dividends paid ($0.05 per common share)
— (9,061)— — (9,061)
Issuance of common stock— (57,326)— 64,909 7,583 
Stock-based compensation expense
— 4,307 — — 4,307 
Balance at September 30, 2024$270,338 $2,748,407 $(820,870)$(2,716,754)$(518,879)

27

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
Common stockRetained earningsAccumulated other comprehensive lossTreasury stockTotal deficit
Balance at January 1, 2025$270,338 $2,671,868 $(839,171)$(2,681,468)$(578,433)
Net income
— 117,360 — — 117,360 
Other comprehensive income
— — 73,817 — 73,817 
Dividends paid ($0.21 per common share)
— (36,905)— — (36,905)
Issuance of common stock— (110,360)— 109,719 (641)
Stock-based compensation expense
— 15,038 — — 15,038 
Repurchase of common stock— — — (251,774)(251,774)
Balance at September 30, 2025$270,338 $2,657,001 $(765,354)$(2,823,523)$(661,538)

Common stockRetained earningsAccumulated other comprehensive lossTreasury stockTotal deficit
Balance at January 1, 2024$270,338 $3,077,988 $(851,245)$(2,865,657)$(368,576)
Net loss— (166,224)— — (166,224)
Other comprehensive income— — 30,375 — 30,375 
Dividends paid ($0.15 per common share)
— (26,846)— — (26,846)
Issuance of common stock— (147,385)— 148,903 1,518 
Stock-based compensation expense
— 10,874 — — 10,874 
Balance at September 30, 2024$270,338 $2,748,407 $(820,870)$(2,716,754)$(518,879)
































28

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
16. Accumulated Other Comprehensive Loss
Reclassifications out of AOCL were as follows:
Gain (Loss) Reclassified from AOCL
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Cash flow hedges
Interest expense, net$— $2,658 $— $7,833 
Income tax provision — 665 — 1,958 
Net of tax$— $1,993 $— $5,875 
Available-for-sale securities
Financing and other revenue$— $(638)$(505)$(1,773)
Income tax benefit
— (160)(126)(443)
Net of tax$— $(478)$(379)$(1,330)
Pension and postretirement benefit plans
Prior service costs $(74)$(71)$(215)$(208)
Actuarial losses (6,683)(6,220)(20,096)(19,413)
Total before tax(6,757)(6,291)(20,311)(19,621)
Income tax benefit(1,674)(1,560)(5,039)(4,842)
Net of tax$(5,083)$(4,731)$(15,272)$(14,779)

Changes in AOCL, net of tax were as follows:
Available for sale securitiesPension and postretirement benefit plansForeign currency adjustmentsTotal
Balance at January 1, 2025$(29,597)$(704,818)$(104,756)$(839,171)
Other comprehensive income before reclassifications
5,680 — 52,486 58,166 
Reclassifications into earnings 379 15,272 — 15,651 
Net other comprehensive income
6,059 15,272 52,486 73,817 
Balance at September 30, 2025$(23,538)$(689,546)$(52,270)$(765,354)

Cash flow hedgesAvailable for sale securitiesPension and postretirement benefit plansForeign currency adjustmentsTotal
Balance at January 1, 2024$6,962 $(33,463)$(757,452)$(67,292)$(851,245)
Other comprehensive income before reclassifications 822 4,998 — 14,321 20,141 
Reclassifications into earnings(5,875)1,330 14,779 — 10,234 
Net other comprehensive (loss) income(5,053)6,328 14,779 14,321 30,375 
Balance at September 30, 2024$1,909 $(27,135)$(742,673)$(52,971)$(820,870)











29

PITNEY BOWES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; table amounts in thousands unless otherwise noted, except per share amounts)
17. Supplemental Financial Statement Information
Activity in the allowance for credit losses, other than finance receivables (see Note 7 for further information) is presented below.
Nine Months Ended September 30,
20252024
Balance at beginning of year$27,096 $5,292 
Amounts charged to expense(3,608)33,804 
Write-offs, recoveries and other(4,885)(2,305)
Balance at end of period$18,603 $36,791 
Accounts and other receivables$8,137 $7,480 
Other current assets and prepayments
10,466 29,311 
Total$18,603 $36,791 
Amounts charged to expense includes a credit of $9 million related to a DIP Facility reimbursement. See Note 4 for further information.
Interest expense, net
Interest expense, net for the three months ended September 30, 2025 and 2024 includes $2 million and $4 million of interest income, respectively and interest expense, net for the nine months ended September 30, 2025 and 2024 includes $6 million and $11 million of interest income, respectively.


Other (income) expense consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Loss on debt redemption/refinancing$82 $2,142 $24,446 $2,142 
(Benefit) charge in connection with Ecommerce Restructuring(1,063)38,145 (7,818)38,145 
Asset impairment
— 10,000 — 10,000 
Other (income) expense$(981)$50,287 $16,628 $50,287 


Supplemental cash flow information is as follows:
Nine Months Ended September 30,
20252024
Cash interest paid$119,863 $142,088 
Cash income tax payments (refunds), net$22,598 $43,324 
Noncash activity
Capital assets obtained under capital lease obligations$3,316 $9,559 

As of September 30, 2025, we have entered into real estate and equipment leases with aggregate payments of $14 million and terms ranging from two to eight years that have not commenced.




30



Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains statements that are forward-looking. We caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act) may change based on various factors. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current expectations and assumptions, which we believe are reasonable; however, such statements are subject to risks and uncertainties, and actual results could differ materially from those projected or assumed in any of our forward-looking statements. Words such as "estimate," "target," "project," "plan," "believe," "expect," "anticipate," "intend," "will," "forecast," "strategy," "goal," "should," "would," "could," "may" and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Form 10-Q speak only as of the date hereof.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, our results of operations, financial condition and forward-looking statements are subject to change and to inherent risks and uncertainties disclosed or incorporated by reference in our filings with the Securities and Exchange Commission ("SEC"). Other factors which could cause future financial performance to differ materially from expectations, include, without limitation:
•changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets, or changes to the broader postal or shipping markets
•accelerated or sudden decline in physical mail or shipping volumes
•the loss of some of our larger clients
•changes in trade policies, tariffs and regulations
•global supply chain issues adversely impacting our third party suppliers' ability to provide us products and services
•periods of difficult economic conditions, the impacts of inflation and rising prices, higher interest rates and a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown, to the company and our clients
•changes in foreign currency exchange rates
•changes in labor and transportation availability and costs
•inability to successfully execute on our strategic initiatives
•loss of key employees and accumulated knowledge and ability to attract and retain employees
•changes in government contracting regulations and inability to comply
•inability to protect our intellectual property rights and intellectual property infringement claims
•our success in developing and marketing new products and services and obtaining regulatory approvals, if required
•changes within our senior management and Board of Directors
•expenses and potential impacts resulting from cyber-attacks or other cybersecurity incidents affecting us or our suppliers
•inability to comply with data privacy and protection laws and regulations
•interruptions or difficulties in the operation of our cloud-based applications and systems or those of our suppliers
•changes in credit ratings, capital market disruptions, decline in cash flows, noncompliance with debt covenants or future interest rate increases that adversely impact our ability to access capital markets at reasonable costs
•our success at managing customer credit risk
•the risks and uncertainties associated with the Ecommerce Restructuring
•changes in banking regulations, major bank failures or the loss of our Industrial Bank charter
•changes in tax rates, laws or regulations
•changing expectations and regulations in the areas of Environmental, Social and Governance ("ESG")
•acts of nature and the impact of a pandemic on the Company and the services and solutions we offer
•shareholder activism



Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in our 2024 Annual Report, as supplemented by Part II, Item 1A in this Quarterly Report on Form 10-Q.
31



Ecommerce Restructuring
On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC ("Hilco") subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the "Ecommerce Debtors") for de minimis consideration (the "GEC Sale"), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind down of the Ecommerce Debtors (the "GEC Chapter 11 Cases"). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the "Ecommerce Restructuring".
For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other" and includes the revenue and related expenses of prior operations and shared services. See Note 4 for further information.

Outlook
Within SendTech Solutions, we expect lower revenue compared to the prior year, driven by lower meter populations and a higher mix of lease extensions versus new equipment sales and leases. The shift to lease extensions will result in declining equipment sales in the near term, but more stable and continued cash flows over the lease term.
Within Presort Services, we expect lower revenue and margin compared to the prior year primarily due to a decline in volumes.
The U.S. government's announced tariffs on goods imported into the United States continues to be volatile, uncertain and different for each country of origin. We continuously assess the potential impact these tariffs may have on our operations. We have implemented various actions to mitigate the impact of these tariffs and continue to consider other actions as necessary.
We recently announced a worldwide restructuring plan (the "2025 Plan") and expect to eliminate 300-400 positions and incur charges of $30 million-$45 million. We expect to complete these actions by the first half of 2026 and generate annualized savings of $35 million-$50 million.





















32



RESULTS OF OPERATIONS
OVERVIEW OF CONSOLIDATED RESULTS
Constant Currency
In the tables below, we report the change in revenue on a reported basis and a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison. We believe that excluding the impacts of currency exchange rates provides a better understanding of the underlying revenue performance. Constant currency change is calculated by converting the current period non-U.S. dollar denominated revenue using the prior year’s exchange rate.
Financial Results Summary - Three Months Ended September 30:
Three Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % ChangeConstant Currency % change
Total revenue$459,675 $499,463 (8)%(8)%
Cost of revenue215,396 237,990 9 %
Operating expenses176,135 305,353 42 %
Income (loss) from continuing operations before taxes
68,144 (43,880)>100%
Provision (benefit) for income taxes16,181 (166,466)>(100%)
Income from continuing operations51,963 122,586 (58)%
Loss from discontinued operations, net of tax— (261,058)100 %
Net income (loss)$51,963 $(138,472)>100%
Revenue decreased $40 million in the third quarter of 2025 compared to the prior year period due to lower services revenue of $23 million, lower products revenue of $12 million and lower financing and other revenue of $4 million.
Costs of revenue decreased $23 million due to lower cost of services of $12 million, lower cost of products of $5 million and lower cost of financing and other of $5 million.
Total operating expenses decreased $129 million compared to the prior year period primarily due to:
•lower other (income) expense of $51 million, primarily due to lower charges in connection with the Ecommerce Restructuring of $39 million, a $10 million prior year asset impairment and a lower loss on the redemption/refinancing of debt of $2 million;
•lower selling, general and administrative (SG&A) expense of $46 million primarily due to lower non-cash foreign currency revaluation losses on intercompany loans of $22 million, lower employee-related expenses of $17 million driven by actions taken under the 2024 Plan, lower insurance expense of $5 million driven by cost savings initiatives and lower professional and outsourcing fees of $4 million;
•lower restructuring charges of $29 million driven by a larger number of actions taken under the 2024 Plan in the prior year; and
•lower research and development (R&D) expense of $4 million primarily due to cost savings initiatives.

See Note 13 for more information regarding our tax provision.
As a result of the above, net income for the third quarter of 2025 was $52 million compared to a loss of $138 million in the prior year period. Net loss for the third quarter of 2024 includes a loss from discontinued operations, net of tax of $261 million. See Note 4 for more information.





33



Financial Results Summary - Nine Months Ended September 30:
Nine Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % ChangeConstant Currency % change
Total revenue$1,415,004 $1,510,477 (6)%(6)%
Cost of revenue654,078 725,778 10 %
Operating expenses606,779 788,829 23 %
Income (loss) from continuing operations before taxes154,147 (4,130)>100%
Provision (benefit) for income taxes36,787 (148,695)>(100%)
Income from continuing operations117,360 144,565 (19)%
Loss from discontinued operations, net of tax— (310,789)100 %
Net income (loss)$117,360 $(166,224)>100%
Revenue decreased $95 million in the first nine months of 2025 compared to the prior year period due to lower products revenue of $50 million, lower services revenue of $34 million and lower financing and other revenue of $11 million.
Costs of revenue decreased $72 million primarily due to lower cost of services of $35 million, lower cost of products of $23 million and lower cost of financing and other of $14 million.
Total operating expenses decreased $182 million compared to the prior year period primarily due to:
•lower SG&A expense of $89 million primarily due to lower employee-related expenses of $61 million driven by actions taken under the 2024 Plan, lower professional and outsourcing fees of $19 million and lower insurance expense of $16 million, partially offset by higher non-cash foreign currency revaluation losses on intercompany loans of $8 million;
•lower restructuring charges of $48 million driven by a larger number of actions taken under the 2024 Plan in the prior year;
•lower other (income) expense of $34 million, primarily due to lower charges in connection with the Ecommerce Restructuring of $46 million and a $10 million prior year asset impairment, partially offset by a higher loss on the redemption/refinancing of debt of $22 million; and
•lower R&D expense of $11 million primarily due to cost savings initiatives.
See Note 13 for more information regarding our tax provision.
As a result of the above, net income for the first nine months of 2025 was $117 million compared to a loss of $166 million in the prior year period. Net loss for the first nine months of 2024 includes a loss from discontinued operations, net of tax of $311 million. See Note 4 for more information.


.










34



SEGMENT RESULTS
Effective April 1, 2025, we revised our segment reporting to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other. Prior periods have been recast to conform to the current period presentation.
Effective January 1, 2025, we revised our reporting presentation of revenue and cost of revenue in order to better align with our offerings. Additionally, we revised our corporate expense allocation methodology to allocate all marketing and innovation expenses to our SendTech Solutions segment due to a change in how these functions are now managed. Prior periods have been recast to conform to the current period presentation.
We allocate a portion our total interest expense to finance interest expense, included in Cost of financing and other in our Condensed Consolidated Statements of Operations.
Management measures segment profitability and performance as segment revenues less the related costs and expenses attributable to the segment. Segment results exclude interest, including finance interest expense, taxes, corporate expenses, restructuring charges and other items not allocated to the segments.
SendTech Solutions
SendTech Solutions provides clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We offer financing alternatives that enable clients to finance equipment and product purchases, a revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage. We also offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital.
Financial performance for the SendTech Solutions segment was as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % changeConstant Currency % change
Services$140,583 $144,660 (3)%(4)%
Products89,712 101,846 (12)%(12)%
Financing and other80,487 84,870 (5)%(6)%
Total revenue310,782 331,376 (6)%(7)%
Cost of services47,613 54,475 13 %
Cost of products54,293 59,128 8 %
Cost of financing and other
3,493 4,079 14 %
Total costs of revenue105,399 117,682 10 %
Gross margin205,383 213,694 (4)%
Gross margin %66.1 %64.5 %
Selling, general and administrative99,009 106,280 7 %
Research and development3,718 5,964 38 %
Other components of pension and post retirement cost
1,597 (530)>(100%)
Adjusted Segment EBIT$101,059 $101,980 (1)%
SendTech Solutions revenue decreased $21 million in the third quarter of 2025 compared to the prior year period. Products revenue declined $12 million primarily due to the impact of the prior year product migration. Services revenue declined $4 million primarily due to the declining meter population, which was partially offset by growth in our shipping subscriptions. Financing and other revenue declined $4 million primarily driven by the impact of the prior year product migration and mix of business.
35



Gross margin declined $8 million compared to the prior year period primarily driven by lower revenue; however, gross margin percentage increased to 66.1% from 64.5% driven by headcount reductions and other cost savings initiatives.
SG&A expense declined $7 million and R&D expense declined $2 million, primarily driven by overall cost savings initiatives.
Adjusted segment EBIT was $101 million in the third quarter of 2025 compared to $102 million for the prior year period.


Nine Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % changeConstant Currency % change
Services
$421,431 $439,683 (4)%(5)%
Products
273,782 324,232 (16)%(16)%
Financing and other
242,891 253,555 (4)%(4)%
Total revenue938,104 1,017,470 (8)%(8)%
Cost of services
146,904 166,423 12 %
Cost of products
159,699 182,554 13 %
Cost of financing and other
10,479 13,196 21 %
Total costs of revenue317,082 362,173 12 %
Gross margin621,022 655,297 (5)%
Gross margin %66.2 %64.4 %
Selling, general and administrative304,052 341,650 11 %
Research and development12,325 21,324 42 %
Other components of pension and post retirement costs5,304 (1,594)>(100%)
Adjusted Segment EBIT$299,341 $293,917 2 %
SendTech Solutions revenue decreased $79 million in the first nine months of 2025 compared to the prior year period, which includes an unfavorable adjustment of $4 million related to prior periods (see Note 1 for more information). Products revenue declined $50 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment, the impact of the prior year product migration and a significant deal in the prior year. Services revenue declined $18 million primarily due to the declining meter population, which was partially offset by growth in our shipping subscriptions. Financing and other revenue declined $11 million by the impact of the prior year product migration and mix of business.
Gross margin declined $34 million compared to the prior year period primarily driven by lower revenue; however, gross margin percentage increased to 66.2% from 64.4% driven by headcount reductions and other cost savings initiatives.
SG&A expense declined $38 million and R&D expense declined $9 million, primarily driven by lower employee-related expenses and overall cost savings initiatives.
Adjusted segment EBIT was $299 million in the first nine months of 2025, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods compared to $294 million for the prior year period.







36



Presort Services
Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Financial performance for the Presort Services segment was as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % ChangeConstant Currency % change
Services$148,893 $166,367 (11)%(11)%
Cost of services98,492 102,670 4 %
Gross Margin50,401 63,697 (21)%
Gross Margin %33.9 %38.3 %
Selling, general and administrative 17,728 17,467 (1)%
Other components of net pension and postretirement cost47 51 8 %
Adjusted segment EBIT$32,626 $46,179 (29)%
Revenue decreased $17 million in the third quarter of 2025 compared to the prior year period primarily due to an 11% decline in total mail volumes driven by a broader market decline. The processing of First Class Mail and Marketing Mail contributed revenue decreases of $15 million and $2 million, respectively.
Gross margin decreased $13 million and gross margin percentage decreased to 33.9% from 38.3% in the prior period primarily due to lower revenue.
SG&A expense was flat compared to the prior year period.
Adjusted segment EBIT was $33 million in the third quarter of 2025 compared to $46 million in the prior year period.

Nine Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % ChangeConstant Currency % change
Services
$476,900 $483,032 (1)%(1)%
Cost of services
299,279 310,797 4 %
Gross Margin177,621 172,235 3 %
Gross Margin %37.2 %35.7 %
Selling, general and administrative 54,134 58,528 8 %
Other components of net pension and postretirement costs142 151 6 %
Adjusted segment EBIT$123,345 $113,556 9 %
Revenue decreased $6 million in the first nine months of 2025 compared to the prior year period primarily due to a 6% decline in total mail volumes driven by a broader market decline, which was partially mitigated by pricing actions. The processing of Marketing Mail Flats/Bound Printed Matter and Marketing Mail contributed a revenue decrease of $7 million and $1 million, respectively, which was partially offset by a revenue increase from First Class Mail of $2 million. Prior year revenue includes a $5 million favorable adjustment related to prior periods. See Note 1 for more information.
37



Gross margin increased $5 million and gross margin percentage increased to 37.2% from 35.7% in the prior period primarily due to the impact of pricing actions which more than offset the overall decline in mail volumes and lower transportation costs of $2 million driven by lane optimizations.
SG&A expense declined $4 million compared to the prior year period driven primarily by lower credit loss provision of $1 million, lower employee related expenses of $1 million and overall cost savings initiatives.
Adjusted segment EBIT was $123 million in the first nine months of 2025 compared to $114 million in the prior year period, which includes the $5 million benefit from the favorable revenue adjustment.

CORPORATE EXPENSES
The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses. Corporate expenses primarily represents corporate administrative functions such as finance, human resources, legal and information technology.
Corporate expenses were as follows:
Three Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % change
Corporate expenses
$26,350 $38,062 31 %
Corporate expenses for the third quarter of 2025 decreased $12 million compared to the prior year period primarily due to lower salary expense of $10 million and overall cost savings initiatives.

Nine Months Ended September 30,
Favorable/(Unfavorable)
20252024Actual % change
Corporate expenses
$93,369 $124,557 25 %
Corporate expenses for the first nine months of 2025 decreased $31 million compared to the prior year period primarily due to lower salary expense of $38 million driven by actions taken under the 2024 Plan and overall cost savings initiatives, partially offset by higher non-cash foreign currency revaluation losses on intercompany loans of $8 million.
38



LIQUIDITY AND CAPITAL RESOURCES
Our ability to maintain adequate liquidity for our operations is dependent upon a number of factors, including our revenue and earnings, our ability to manage costs, our clients' ability to pay their balances on a timely basis, our access to liquidity from external sources and the impacts of changing macroeconomic and geopolitical conditions. At September 30, 2025, we had cash, cash equivalents and short-term investments of $336 million, which includes $41 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and investments, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs for the next 12 months. Our future capital requirements will depend on many factors, including our strategic plans, investments and stock repurchase activity levels.
Cash Flow Summary
Changes in cash and cash equivalents were as follows:
20252024Change
Net cash from operating activities$161,557 $94,691 $66,866 
Net cash from investing activities (110,531)(66,348)(44,183)
Net cash from financing activities(202,387)(68,021)(134,366)
Effect of exchange rate changes on cash and cash equivalents2,629 1,162 1,467 
Change in cash and cash equivalents$(148,732)$(38,516)$(110,216)
Operating Activities
Cash flows from operating activities for the first nine months of 2025 improved $67 million compared to the prior year period, which includes an improvement of $50 million related to discontinued operations. Excluding discontinued operations, cash flows from continuing operations improved $17 million driven primarily by changes in working capital.
Investing Activities
Cash flows from investing activities for the first nine months of 2025 declined $44 million compared to the prior year period primarily due to higher investments in loan receivables of $68 million and lower cash from investment activities of $27 million. These declines were partially offset by higher cash under the DIP Facility of $37 million as we received reimbursements of $9 million in the current year compared to net disbursements of $28 million in the prior year, lower cash outflows from discontinued operations of $11 million and lower capital expenditures of $4 million.
Financing Activities
Cash flows from financing activities for the first nine months of 2025 declined $134 million compared to the prior year period primarily due to common stock repurchases of $252 million, lower cash from changes in customer account deposits at PB Bank of $71 million, higher fees paid to redeem/refinance debt of $24 million and higher dividend payments of $10 million. These declines were partially offset by higher cash from debt activity of $227 million.
We paid dividends of $37 million in the first nine months of 2025. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.

Debt and Financing Activities
In the first quarter of 2025, we redeemed the remaining outstanding balance of the Notes due March 2028 and recorded a loss of $17 million. Additionally, we entered into a new senior secured credit agreement (the "New Credit Agreement"), which provided a $265 million revolving credit facility maturing March 2028, a $160 million term loan maturing March 2028 and a $615 million term loan maturing March 2032. The proceeds from the new term loans were used to repay the outstanding balances of the Term loan due March 2026 and Term loan due March 2028 and for general corporate purposes. We recorded a loss of $8 million in connection with this refinance. In the third quarter of 2025, the revolving credit facility was increased from $265 million to $400 million. During 2025, we also purchased an aggregate $49 million of the Notes due March 2027 and Notes due March 2029.
Under the New Credit Agreement, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the New Credit Agreement) of greater than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the New Credit Agreement) of less than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) of less than 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026. At September 30, 2025, we were in compliance with these financial
39



covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our New Credit Agreement are secured by assets of the Company.
The New Credit Agreement also contains provisions whereby if, on any day between the period commencing on September 14, 2026 and ending on March 15, 2027, the Notes due March 2027 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2027 plus $100 million, the Term loan due March 2028 and any borrowings under the revolving credit facility would become due on such date (the "Pro Rata Springing Maturity Date"), and if on any date during the period beginning on December 14, 2026 and ending on March 15, 2027, the Notes due March 2027 remain outstanding and the Pro Rata Springing Maturity Date has occurred, the Term loan due March 2032 would be become due on such date. We are considering various strategies and fully intend to redeem the Notes due March 2027 before September 2026 either with available liquidity or refinance through the capital markets.
In August 2025, we issued an aggregate $230 million convertible senior notes (the "Convertible Notes"). The Convertible Notes accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on February 15 and August 15 of each year and mature on August 15, 2030, unless earlier repurchased, redeemed or converted. The initial conversion rate is 70.1533 shares of common stock per $1,000 principal amount, which represents an initial conversion price of approximately $14.25 per share of common stock, subject to adjustment. Net proceeds were $221 million. We used $24.7 million of the proceeds to enter into privately negotiated capped call transactions (the "Capped Call Transactions") with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The Capped Call Transactions are expected to reduce the potential dilution of our common stock upon conversion of any Convertible Notes, with such reduction subject to a cap. We also used $61.9 million of the proceeds to repurchase 5.5 million of our common stock. The remaining proceeds will be used for general corporate purposes and other strategic investments.
The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
See Note 11 to the Condensed Consolidated Financial Statements for further information regarding the Convertible Notes and Capped Call Transactions.
In connection with the GEC Chapter 11 Cases, the Company, through one of its wholly owned subsidiaries, agreed to provide funding to the Ecommerce Debtors through a DIP Facility. We provided initial funding of $28 million and have received repayments of $20 million. The remaining balance on the DIP Facility is fully reserved and any future repayments will be recorded as income in the period received.
While we are focused on reducing our leverage and interest costs, we may incur additional debt or issue additional equity securities in the future.
Off-Balance Sheet Arrangements
At September 30, 2025, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, results of operations or liquidity.

Regulatory Matters
There have been no significant changes to the regulatory matters disclosed in our 2024 Annual Report.

Critical Accounting Estimates
There have been no significant changes to the Critical Accounting Estimates disclosed in our 2024 Annual Report.

Item 3: Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures made in our 2024 Annual Report.






40



Item 4: Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding disclosures.
With the participation of our CEO and CFO, management evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) and internal controls over financial reporting as of the end of the period covered by this report. Our CEO and CFO concluded that, as of the end of the period covered by this report, such disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. In addition, no changes in internal control over financial reporting occurred during the quarter covered by this report that materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Notwithstanding this caution, the CEO and CFO have reasonable assurance that the disclosure controls and procedures were effective as of September 30, 2025.

























41



PART II. OTHER INFORMATION
Item 1: Legal Proceedings
See Note 14 to the Condensed Consolidated Financial Statements.

Item 1A: Risk Factors
There were no material changes to the risk factors identified in Item 1A of our 2024 Annual Report other than those shown below:

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, we would be required to settle any converted principal amount of such Convertible Notes through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Certain provisions in the Indenture governing the Convertible Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of us.
Certain provisions in the Convertible Notes and the Indenture could make it more difficult or more expensive for a third party to acquire us. For example, if a takeover would constitute a fundamental change, holders of the Convertible Notes will have the right to require us to repurchase their Convertible Notes in cash. In addition, if a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders who convert their Convertible Notes in connection with such takeover. In either case, and in other cases, our obligations under the Convertible Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of the Convertible Notes or holders of our common stock may view as favorable.
The Capped Call Transactions may affect the value of the Convertible Notes and the market price of our common stock.
In connection with the pricing of the Convertible Notes, we entered into privately negotiated Capped Call Transactions with the option counterparties. The Capped Call Transactions are expected generally to reduce potential dilution to our common stock upon conversion of any Convertible Notes, with such reduction subject to a cap. If the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution to the extent that such market price exceeds the cap price of the Capped Call Transactions. In addition, to the extent any observation period for any converted notes does not correspond to the period during which the market price of our common stock is measured under the terms of the Capped Call Transactions, there could also be dilution and/or a reduced offset of any such cash payments as a result of the different measurement periods.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the Capped Call Transactions in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Convertible Notes, which could affect your ability to convert the Convertible Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Convertible Notes, it could affect the amount and value of the consideration that you will receive upon conversion of such Convertible Notes.
We are subject to counterparty risk with respect to the Capped Call Transactions.
The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the Capped Call Transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Capped Call Transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.
42



Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
On February 11, 2025, our Board of Directors authorized a new $150 million share repurchase program. In July 2025, the Board authorized an increase in the program to $400 million, and in October 2025, the Board authorized an additional increase in the program to $500 million. Subject to limitations in our New Credit Agreement, common stock repurchases may be made from time to time in open market or private transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to one or more 10b5-1 trading plans, accelerated share repurchase programs, and any other method that the Company may deem advisable) and may be discontinued at any time. We may also repurchase shares of our common stock to manage the dilution created by shares issued under employee stock plans and for other purposes. The following table provides information about common stock purchases during the three months ended September 30, 2025:
Total number of
shares purchased		Average price
paid per share		Total number of
shares purchased
as part of
publicly
announced plans or programs		Approximate
dollar value of
shares that may
yet be purchased
under the plans or programs (in
thousands)
Beginning balance   $59,726
July 20254,174,838 $11.60 4,174,838 $261,280
August 20257,722,528 $11.27 7,722,528 $174,267
September 20252,220,772 $11.73 2,220,772 $148,226
 14,118,138 $11.44 14,118,138 
From October 1, 2025 through October 24, 2025, we purchased an additional 2,504,438 shares at a cost of $28 million.

Item 3: Defaults Upon Senior Securities
None.

Item 4: Mine Safety Disclosures
Not applicable.

Item 5: Other Information
During the three months ended September 30, 2025, no directors or officers of the Company entered into, modified or terminated any contracts, instructions or written plans for the sale or purchase of Company securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K of the Exchange Act).
43



Item 6: Exhibits
Exhibit
Number		Description
3.1
Amended and Restated Certificate of Incorporation of Pitney Bowes Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the Commission on May 8, 2024)
3.2
Pitney Bowes Inc. Amended and Restated By-laws effective May 6, 2024 (incorporated by reference to Exhibit 3.4 to the Form 8-K filed with the Commission on May 8, 2024)
4.1
Indenture, dated August 8, 2025, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 1.50% Convertible Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on August 11, 2025)
4.2
Form of 1.50% Convertible Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on August 11, 2025)
10.1*
Employment Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on July 30, 2025)
10.2*
Additional Letter, dated as of July 28, 2025, between Pitney Bowes Inc. and Paul Evans (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on July 30, 2025)
10.3*
Form of Capped Call Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 11, 2025)
10.4*
Separation Agreement, dated as of August 17, 2025, between Pitney Bowes Inc. and Robert Gold (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on August 21, 2025)
10.5*
First Incremental Facility Amendment, dated as of August 29, 2025, among Pitney Bowes Inc., the Loan Parties party thereto, the Lenders and Issuing Banks party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on September 2, 2025)
10.6*
Separation Agreement, dated as of September 25, 2025, between Pitney Bowes Inc. and Shemin Nurmohamed (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on September 26, 2025)
31.1
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Definition Linkbase Document
101.LABInline XBRL Taxonomy Label Linkbase Document
101.PREInline XBRL Taxonomy Presentation Linkbase Document
104The cover page from the Company's Quarterly Report on Form 10-Q for the current quarter, formatted in Inline XBRL. (included as Exhibit 101).

* The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
** The Exhibits identified above with two asterisks (**) are furnished herewith. These Exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

44



Signatures  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 PITNEY BOWES INC.
  
Date:October 30, 2025 
 
/s/ Paul Evans
 
Paul Evans
 
Executive Vice President, Chief Financial Officer and Treasurer
(Duly Authorized Officer, Principal Financial Officer)
  
 /s/ Lauren Thomas DeFina
 Lauren Thomas DeFina
 Vice President and Chief Accounting Officer
 (Duly Authorized Officer, Principal Accounting Officer)

45

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