PBI 10-K Annual Report Dec. 31, 2023 | Alphaminr
PITNEY BOWES INC /DE/
ALPHAMINR

PBI 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
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Income Statement
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PITNEY BOWES INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Company's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3(a) Amended and Restated Certificate of Incorporation of Pitney Bowes Inc. Incorporated by reference to Exhibit 3(i)(a) to Form 8-K filed with the Commission on September 30, 2019 (Commission file number 1-3579) 3(b) Pitney Bowes Inc. Amended and Restated By-laws (effective May 10, 2013) Incorporated by reference to Exhibit 3(d) to Form 8-K filed with the Commission on May 13, 2013 (Commission file number 1-3579) 4 Description of Registered Securities Exhibit 4 4(a) Senior Debt Indenture, dated as of February 14, 2005, by and between the Company and Citibank N.A., as trustee Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed with the Commission on June 18, 2008 (Commission file number 1-3579) 4(b) First Supplemental Indenture, dated as of October 23, 2007, by and among Pitney Bowes Inc., The Bank of New York, as successor trustee, and Citibank, N.A., as resigning trustee Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the Commission on October 24, 2007 (Commission file number 1-3579) 4(c) Supplemental Indenture No. 2 dated as of February 26, 2020, by and between Pitney Bowes Inc. and The Bank of New York Mellon, as successor trustee to Citibank N.A. Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the Commission on February 26, 2020 (Commission file number 1-3579) 4(d) Form of 5.25% Global Medium-Term Note due 2037 Incorporated by reference to Exhibit 4(d)(1) to Form 8-K filed with the Commission on November 16, 2006 (Commission file number 1-3579) 4(e) Officer's Certificate establishing the terms of the Notes, dated March 7, 2013, and Specimen of 6.70% Notes due 2043 Incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed with the Commission on March 7, 2013 (Commission file number 1-3579) 4(f) Officer's Certificate establishing the terms of the 4.625% Notes due 2024, dated March 13, 2014, and Specimen of 4.625% Notes due 2024. Incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed with the Commission on March 13, 2014 (Commission file number 1-3579) 4(g) Indenture, dated March 19, 2021, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 6.875% Senior Notes due 2027. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579). 4(h) Indenture, dated March 19, 2021, among Pitney Bowes Inc., the guarantors party thereto and Truist Bank, as trustee, with respect to Pitney Bowes Inc.'s 7.250% Senior Notes due 2029. Incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579). 4(i) Note Purchase Agreement, dated as of July 31, 2023, by and among Pitney Bowes Inc., the noteholders party thereto and Alter Domus (US) LLC, as noteholder representative Incorporated by reference to Exhibit 10.1 to theForm8-Kfiled with the Commission on July 31, 2023 (Commissionfile number 1-3579) 10(a) * Retirement Plan for Directors of Pitney Bowes Inc. Incorporated by reference to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 1993 (Commission file number 1-3579) 10(b) * Pitney Bowes Inc. Directors' Stock Plan (as amended and restated September 11, 2023) Incorporated by reference to Exhibit 10.10to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(c) * Pitney Bowes Inc. 2007 Stock Plan (as amended November 7, 2009) Incorporated by reference to Exhibit (v) to Form 10-K filed with the Commission on February 26, 2010 (Commission file number 1-3579) 10(d) * Pitney Bowes Inc. Key Employees' Incentive Plan (as amended and restated September 11, 2023) Incorporated by reference to Exhibit 10.5to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(e) * Pitney Bowes Severance Plan (as amended and restated as of October 1, 2023) Exhibit 10(e) 10(f) * Pitney Bowes Senior Executive Severance Policy (as amended and restated as of September 11, 2023) Incorporated by reference to Exhibit 10.6to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(g) * Pitney Bowes Inc. Deferred Incentive Savings Plan for the Board of Directors (as amended and restated September 11, 2023) Incorporated by reference to Exhibit 10.11to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(h) * Pitney Bowes Inc. Deferred Incentive Savings Plan (as amended and restated effective September 11, 2023) Incorporated by reference to Exhibit 10.7to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(i) * Form of Long Term Incentive Award Agreement Incorporated by reference to Exhibit 10(k) to Form 10-K filed with the Commission on February 25, 2013 (Commission file number 1-3579) 10(j)* Pitney Bowes Director Equity Deferral plan dated November 8, 2013 (effective May 12, 2014) Incorporated by reference to Exhibit 10(o) to Form 10-K filed with the Commission on February 22, 2016 (Commission file number 1-3579) 10(k)* Pitney Bowes Executive Equity Deferral Plan (as amended and restated September 11, 2023) Incorporated by reference to Exhibit 10.8to Form 10-Qfiled with the Commission onNovember2, 2023(Commission file number 1-3579) 10(l)* Pitney Bowes Inc. 2013 Stock Plan Incorporated by reference to Annex A to the Definitive Proxy Statement for the 2013 Annual Meeting of Stockholders filed with the Commission on March 25, 2013 (Commission file number 1-3579) 10(m)* Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (as amended and restated September 11, 2023) Incorporated by reference toExhibit 10.9 to Form 10-Q filed with the Commission on November 2, 2023(Commission file number 1-3579) 10(n) Credit Agreement, dated as of November 1, 2019 (the "Credit Agreement"), among the company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on November 5, 2019 (Commission file number 1-3579) 10(o) First Incremental Facility Amendment, dated as of February 19, 2020, to the Credit Agreement, among the company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., administrative agent. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 20, 2020 (Commission file number 1-3579) 10(p) First Amendment, dated as of March 19, 2021, among Pitney Bowes Inc., the subsidiaries of Pitney Bowes Inc. party thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579) 10(q) First Refinancing Agreement, dated as of March 19, 2021, among Pitney Bowes Inc., the subsidiaries of Pitney Bowes Inc. party thereto and JPMorgan Chase Bank, N.A., as administrative agent and refinancing tranche B term lender. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on March 23, 2021 (Commission file number 1-3579) 10(r) Second Amendment, dated as of May 11, 2022, to the Credit Agreement, among Pitney Bowes Inc., the Lenders and issuing banks party thereto and JP Morgan Chase, N.A., as administrative agent Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on November 4, 2022 (Commission file number 1-3579) 10(s) Third Amendment, dated as of December 7, 2022, to the Credit Agreement, among Pitney Bowes Inc., the Lenders and issuing banks party thereto and JP Morgan Chase, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 8, 2022 (Commission file number 1-3579) 10(t) Fourth Amendment, dated as of December 8, 2022, to the Credit Agreement, among Pitney Bowes Inc., the Lenders and issuing banks party thereto and JP Morgan Chase, N.A., as administrative agent Incorporated by reference to Exhibit 10(x) to theForm 10-K filed with theCommission on February 17, 2023 (Commission file number 1-3579) 10(u) Fifth Amendment, dated as of June 6, 2023, among Pitney Bowes Inc., the subsidiaries of Pitney Bowes Inc. party thereto, the lenders and issuing banks party thereto, and JP Morgan Chase Bank, N.A., as administrative agent Incorporated by reference to Exhibit10.1 to the Form8-Kfiled with the Commission onJune6, 2023(Commission file number1-3579) 10(v) Sixth Amendment, dated as of July 31, 2023, among Pitney Bowes Inc., the subsidiaries of Pitney Bowes Inc. party thereto, the lenders and issuing banks party thereto, and JP Morgan Chase Bank, N.A., as administrative agent Incorporated by reference to Exhibit 10.2to the Form8-Kfiled with the Commission onJuly31, 2023 (Commission file number1-3579) 10(w) Separation Agreement and General Release, dated as of September 29, 2023, between Pitney Bowes Inc. and Marc Lautenbach Incorporated by reference to Exhibit 10.1 to theForm 8-K filed with the Commission on October 2, 2023 (Commission file number 1-3579) 10(x) Letter Agreement, dated as of September 29, 2023, between Pitney Bowes Inc. and Jason Dies Incorporated by reference to Exhibit 10.2to the Form 8-K filed with the Commission on October 2, 2023 (Commission file number 1-3579) 21 Subsidiaries of the registrant Exhibit 21 23 Consent of independent registered accounting firm Exhibit 23 31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Exhibit 31.1 31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Exhibit 31.2 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 Exhibit 32.1 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 Exhibit 32.2 97 Compensation Recoupment Policy of Pitney Bowes Inc. dated December 1, 2023 Incorporated by reference to Exhibit 10.12 to Form 10-Q filed with the Commission on November 2, 2023 (Commission file number 1-3579)