0000078814false00000788142024-08-082024-08-080000078814us-gaap:CommonStockMember2024-08-082024-08-080000078814pbi:A6.70Notesdue2043Member2024-08-082024-08-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

August 8, 2024
Date of Report (Date of earliest event reported)

Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-3579
06-0495050
(State or other jurisdiction of
incorporation or organization)		(Commission file number)(I.R.S. Employer Identification No.)

Address:3001 Summer Street,Stamford,Connecticut06926
Telephone Number:(203)356-5000

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
6.70% Notes due 2043PBI.PRBNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Securities Act. ☐



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On August 8, 2024, Pitney Bowes Inc. ("we" or the "Company") entered into a series of transactions designed to facilitate an orderly wind-down of a majority of the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment 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 the Company 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”). The GEC Sale, the GEC Chapter 11 Cases and any associated transactions are referred herein as the “Ecommerce Restructuring”.
The financial results of the Ecommerce Debtors, which represent a majority of the results of the Global Ecommerce segment, will no longer be included in our consolidated financial statements and will be reported as discontinued operations.
In connection with the contemplated GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors. The RSA provides, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
The Company's unaudited pro forma consolidated financial information giving effect to the Ecommerce Restructuring and sale of the fulfillment services business is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
EXHIBIT INDEX
Exhibit No.    Exhibit Description

104     The cover page of Pitney Bowes Inc.'s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Pitney Bowes Inc.
By:/s/ John A. Witek
Name: John A. Witek
Date: August 14, 2024Title: Interim Chief Financial Officer (Principal Financial Officer)
 


Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Overview
On May 22, 2024, Pitney Bowes Inc. ("we" or the "Company") announced an initiative to expeditiously conclude a strategic review of the Global Ecommerce reporting segment. On July 24, 2024, we sold the Global Ecommerce fulfillment services business for $1 million.
Further, 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 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 the Company 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”). The GEC Sale, the GEC Chapter 11 Cases and any associated transactions as referred herein as the “Ecommerce Restructuring”.
In connection with the contemplated GEC Chapter 11 Cases, we entered into a Restructuring Support Agreement (the “RSA”) with the Ecommerce Debtors to provide for, among other things, an orderly wind-down of the Ecommerce Debtors, shared services between the Company and the Ecommerce Debtors for a period of time, a global settlement between the Company and the Ecommerce Debtors, and a senior secured, super-priority debtor-in-possession term loan (the “DIP Facility”) in an aggregate principal amount of up to $47 million.
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial information ("Pro Forma Information") has been derived from the Company's historical consolidated financial statements and reflects certain assumptions and adjustments that management believes are reasonable under the circumstances and given the information available at this time. The Pro Forma Information reflects adjustments that, in the opinion of management, are necessary to present fairly the pro forma financial position as of June 30, 2024 and results of operations for the six months ended June 30, 2024 and years ended December 31, 2023, 2022 and 2021. The Pro Forma Information is provided for informational purposes only and is not intended to represent what the Company's financial position or results of operations would have been had the disposition occurred on an earlier date, nor is it indicative of its future financial position or results of operations. The unaudited pro forma condensed consolidated balance sheet gives effect to the Ecommerce Restructuring as if it occured on June 30, 2024. The unaudited pro forma consolidated statements of operations gives effect to the Ecommerce Restructuring as if it had occured on January 1, 2023 and reflect the reclassification of the Ecommerce Restructuring and sale of the fulfillment services business as discontinued operations for all periods presented. The Pro Forma Information should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes. Additional information about the pro forma adjustments can be found in the Notes to Unaudited Pro Forma Consolidated Financial Information.



Pitney Bowes Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2024
(in thousands, except per share amount)
HistoricalDisposal GroupContinuing Operations
Pro Forma Adjustments
Pro Forma
ASSETS
Current assets: 
Cash and cash equivalents$590,147 $9,357 $580,790 $(47,000)
(a)
$533,790 
Short-term investments (includes $1,752 reported at fair value)21,852 — 21,852 — 21,852 
Accounts and other receivables (net of allowance of $10,079)266,172 98,446 167,726 — 167,726 
Short-term finance receivables (net of allowance of $14,418)541,957 — 541,957 — 541,957 
DIP Facility— — — 47,000 
(a)
47,000 
Inventories76,500 8,397 68,103 — 68,103 
Current income taxes7,850 — 7,850 — 7,850 
Other current assets and prepayments101,263 14,241 87,022 — 87,022 
Total current assets1,605,741 130,441 1,475,300 — 1,475,300 
Property, plant and equipment, net359,452 130,391 229,061 — 229,061 
Rental property and equipment, net22,334 — 22,334 — 22,334 
Long-term finance receivables (net of allowance of $8,341)625,734 — 625,734 — 625,734 
Goodwill727,613 — 727,613 — 727,613 
Intangible assets, net54,339 36,270 18,069 — 18,069 
Operating lease assets297,638 169,807 127,831 — 127,831 
Noncurrent income taxes58,063 — 58,063 — 58,063 
Other assets (includes $209,711 reported at fair value)327,488 7,996 319,492 — 319,492 
Total assets$4,078,402 $474,905 $3,603,497 $— $3,603,497 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities$843,148 $71,817 $771,331 $3,987 
(b)
$775,318 
Customer deposits at Pitney Bowes Bank628,711 — 628,711 — 628,711 
Current operating lease liabilities61,143 34,144 26,999 — 26,999 
Current portion of long-term debt57,290 — 57,290 — 57,290 
Advance billings86,339 10,006 76,333 — 76,333 
Current income taxes1,556 — 1,556 — 1,556 
Total current liabilities1,678,187 115,967 1,562,220 3,987 1,566,207 
Long-term debt2,065,034 — 2,065,034 — 2,065,034 
Deferred taxes on income193,835 8,959 184,876 — 184,876 
Tax uncertainties and other income tax liabilities14,538 — 14,538 — 14,538 
Noncurrent operating lease liabilities263,758 143,754 120,004 — 120,004 
Other noncurrent liabilities290,939 22,168 268,771 — 268,771 
Total liabilities4,506,291 290,848 4,215,443 3,987 4,219,430 
Stockholders' deficit:
Common stock, $1 par value (480,000 shares authorized; 270,338 shares issued)270,338 — 270,338 — 270,338 
Retained earnings2,948,959 184,057 2,764,902 (3,987)
(b)
2,760,915 
Accumulated other comprehensive loss(865,523)— (865,523)— (865,523)
Treasury stock, at cost (91,217 shares)(2,781,663)— (2,781,663)— (2,781,663)
Total stockholders’ deficit(427,889)184,057 (611,946)(3,987)(615,933)
Total liabilities and stockholders’ deficit$4,078,402 $474,905 $3,603,497 $— $3,603,497 



Pitney Bowes Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2024
(in thousands, except per share amounts)
Historical
Disposal Group
Continuing Operations
Revenue:
Business services$1,042,263 $598,502 $443,761 
Support services190,345 — 190,345 
Financing135,202 — 135,202 
Equipment sales150,156 — 150,156 
Supplies72,230 — 72,230 
Rentals33,483 — 33,483 
Total revenue1,623,679 598,502 1,025,177 
Costs and expenses:
Cost of business services876,123 600,612 275,511 
Cost of support services64,719 — 64,719 
Financing interest expense32,568 — 32,568 
Cost of equipment sales102,873 — 102,873 
Cost of supplies20,553 — 20,553 
Cost of rentals9,117 — 9,117 
Selling, general and administrative436,205 59,256 376,949 
Research and development18,589 3,705 14,884 
Restructuring charges36,158 1,994 34,164 
Interest expense, net56,533 974 55,559 
Other components of net pension and post retirement income(769)— (769)
Total costs and expenses1,652,669 666,541 986,128 
(Loss) income from continuing operations before income taxes
(28,990)(68,039)39,049 
(Benefit) provision for income taxes from continuing operations
(1,238)(19,975)18,737 
Net (loss) income from continuing operations
$(27,752)$(48,064)$20,312 
Basic net (loss) earnings per share - Continuing operations
$(0.16)$0.11 
Diluted net (loss) earnings per share - Continuing operations
$(0.16)$0.11 
Weighted average number of shares outstanding:
Basic177,872 177,872 
Diluted177,872 181,342 







Pitney Bowes Inc.
Consolidated Statement of Operations
For the Year Ended December 31, 2023
(In thousands, except per share amounts)
Historical
Disposal Group
Continuing Operations
Revenue:
Business services$2,045,069 $1,158,372 $886,697 
Support services410,734 — 410,734 
Financing271,197 — 271,197 
Equipment sales323,739 — 323,739 
Supplies147,709 — 147,709 
Rentals67,900 — 67,900 
Total revenue3,266,348 1,158,372 2,107,976 
Costs and expenses:
Cost of business services1,756,616 1,146,668 609,948 
Cost of support services137,676 — 137,676 
Financing interest expense63,281 — 63,281 
Cost of equipment sales223,757 — 223,757 
Cost of supplies43,347 — 43,347 
Cost of rentals19,614 — 19,614 
Selling, general and administrative897,260 118,273 778,987 
Research and development41,405 11,919 29,486 
Restructuring charges 61,585 9,173 52,412 
 Goodwill impairment339,184 339,184 — 
Interest expense, net100,445 1,677 98,768 
Other components of net pension and postretirement cost(8,256)— (8,256)
Other income(3,064)— (3,064)
Total costs and expenses3,672,850 1,626,894 2,045,956 
(Loss) income from continuing operations before income taxes
(406,502)(468,522)62,020 
(Benefit) provision for income taxes from continuing operations
(20,875)(32,863)11,988 
Net (loss) income from continuing operations
$(385,627)$(435,659)$50,032 
Basic net (loss) earnings per share - Continuing operations
$(2.20)$0.28 
Diluted net (loss) earnings per share - Continuing operations
$(2.20)$0.28 
Weighted average number of shares outstanding:
Basic
175,640 175,640 
Diluted
175,640 179,685 




Pitney Bowes Inc.
Consolidated Statement of Operations
For the Year Ended December 31, 2022
(In thousands, except per share amounts)
Historical
Disposal Group
Continuing Operations
Revenue:
Business services$2,249,941 $1,041,013 $1,208,928 
Support services438,191 — 438,191 
Financing274,508 — 274,508 
Equipment sales354,960 — 354,960 
Supplies154,186 — 154,186 
Rentals66,256 — 66,256 
Total revenue3,538,042 1,041,013 2,497,029 
Costs and expenses:
Cost of business services1,934,206 1,028,333 905,873 
Cost of support services148,829 — 148,829 
Financing interest expense51,789 — 51,789 
Cost of equipment sales253,843 — 253,843 
Cost of supplies43,778 — 43,778 
Cost of rentals25,105 — 25,105 
Selling, general and administrative905,570 118,374 787,196 
Research and development43,657 8,193 35,464 
Restructuring charges18,715 1,507 17,208 
Interest expense, net89,980 2,674 87,306 
Other components of net pension and post retirement cost
4,308 — 4,308 
Other income(21,618)(4,546)(17,072)
Total costs and expenses3,498,162 1,154,535 2,343,627 
Income (loss) from continuing operations before income taxes
39,880 (113,522)153,402 
Provision (benefit) for income taxes from continuing operations
2,940 (22,663)25,603 
Net income (loss) from continuing operations
$36,940 $(90,859)$127,799 
Basic earnings per share - Continuing operations
$0.21 $0.73 
Diluted earnings per share - Continuing operations
$0.21 $0.72 
Weighted average number of shares outstanding:
Basic173,912 173,912 
Diluted177,252 177,252 



Pitney Bowes Inc.
Consolidated Statement of Operations
For the Year Ended December 31, 2021
(In thousands, except per share amounts)
Historical
Disposal Group
Continuing Operations
Revenue:
Business services$2,334,674 $975,644 $1,359,030 
Support services460,888 — 460,888 
Financing294,418 — 294,418 
Equipment sales350,138 — 350,138 
Supplies159,438 — 159,438 
Rentals74,005 — 74,005 
Total revenue3,673,561 975,644 2,697,917 
Costs and expenses:
Cost of business services2,034,477 1,020,308 1,014,169 
Cost of support services149,706 — 149,706 
Financing interest expense47,059 — 47,059 
Cost of equipment sales251,914 — 251,914 
Cost of supplies43,980 — 43,980 
Cost of rentals24,427 — 24,427 
Selling, general and administrative924,163 22,156 902,007 
Research and development46,777 65 46,712 
Restructuring charges 19,003 1,041 17,962 
Interest expense, net96,886 2,579 94,307 
Other components of net pension and post retirement cost1,010 — 1,010 
Other expense (income)41,574 (10,564)52,138 
Total costs and expenses3,680,976 1,035,585 2,645,391 
(Loss) income from continuing operations before income taxes(7,415)(59,941)52,526 
(Benefit) provision for income taxes from continuing operations
(10,922)(14,712)3,790 
Net income (loss) from continuing operations$3,507 $(45,229)$48,736 
Basic earnings (loss) per share - Continuing operations$0.02 $0.28 
Diluted earnings (loss) per share - Continuing operations$0.02 $0.27 
Weighted average number of shares outstanding:
Basic173,914 173,914 
Diluted179,105 179,105 























Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Note 1: Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared from the Company's historical accounting records and in accordance with Article 11 of SEC Regulation S-X Pro Forma Financial Information, as amended. The unaudited pro forma condensed consolidated balance sheet gives effect to the Ecommerce Restructuring as if it occured on June 30, 2024. The unaudited pro forma consolidated statements of operations gives effect to the Ecommerce Restructuring as if it had occured on January 1, 2023.
Discontinued operations reflect associated assets, liabilities, and stockholders' equity and results of operations attributable to the Ecommerce Debtors and fulfillment services business, which were included in the Company's historical consolidated financial statements in accordance with ASC 205-20. The amounts exclude:
•General corporate overhead costs historically allocated to the Global Ecommerce segment that do not meet the requirements to be presented in discontinued operations.
•The impact of intercompany activity that was eliminated in consolidation.
The Historical column represents the historical consolidated balance sheet as of June 30, 2024 and the consolidated statement of operations for the six months ended June 30, 2024 were derived from the Company's unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. The historical consolidated statements of operations for each of the years ended December 31, 2023, 2022 and 2021 were derived from the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023.
The Disposal Group column represents the elimination of historical assets and liabilities of the Ecommerce Debtors and the fulfillment services business from the Company’s Condensed Consolidated Balance Sheet at June 30, 2024 and the reclassification of their results of operations from continuing operations to discontinued operations (not presented herein) with the Company's Consolidated Statements of Operations for the six months ended June 30, 2024 and years ended December 31, 2023, 2022, and 2021.
Note 2: Pro Forma Adjustments
The Pro Forma Financial Information has been prepared in accordance with Regulation S-X Article 11 and reflect preliminary estimates of the accounting adjustments to the transactions referred to above. The pro forma adjustments do not reflect future events that may occur after the Ecommerce Restructuring, including the realization of any cost savings or potential one-time costs that could be incurred associated with the transaction. Pro forma adjustments include:
a.Represents the aggregate funding by the Company under the DIP Facility to the Ecommerce Debtors and related DIP Facility receivable. The DIP Facility bears interest at an annual rate of 10%. Due to the uncertainty of timing and amounts of funding under the DIP Facility, we have not included a pro forma adjustment for interest income. The DIP Facility matures in November 2024.
b.Represents the accrual of $4 million of transaction costs incurred through the closing date of the Ecommerce Restructuring not included in the historical amounts as of June 30, 2024. These costs would be reflected as discontinued operations and as such, have not been reflected in the proforma statement of operations.
Note 3: Earnings Per Share
Basic earnings per share is computed based on the weighted-average number of shares outstanding during the year. Diluted earnings per share is computed based on the weighted-average number of shares outstanding during the year plus the weighted-average dilutive effect of common stock equivalents.
Due to the net loss reported for the period, historical diluted earnings per share for the six months ended June 30, 2024 and year ended December 31, 2023 was calculated using weighted-average basic shares outstanding.
Note 4: Other
The Company and the Ecommerce Debtors entered into the RSA whereby the Company will perform certain support functions for a period of time. Income and expenses related to the RSA have not been included as a pro forma adjustment as the RSA and any potential amounts to be received thereunder, are subject to approval by the bankruptcy court.

v3.24.2.u1
Cover Page
Aug. 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name Pitney Bowes Inc
Entity Incorporation, State or Country Code DE
Entity File Number 1-3579
Entity Tax Identification Number 06-0495050
Entity Address, Address Line One 3001 Summer Street,
Entity Address, City or Town Stamford,
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06926
City Area Code (203)
Local Phone Number 356-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000078814
Amendment Flag false
Common Stock, $1 par value per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $1 par value per share
Trading Symbol PBI
Security Exchange Name NYSE
6.70% Notes due 2043  
Document Information [Line Items]  
Title of 12(b) Security 6.70% Notes due 2043
Trading Symbol PBI.PRB
Security Exchange Name NYSE
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