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Form 10-K Pitney Bowes Inc

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Form 10-K Pitney Bowes Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission file number: 1-3579 PITNEY BOWES INC. State of incorporation: Delaware I.R.S. Employer Identification No. 06-0495050 Address: 3001 Summer Street, Stamford, Connecticut 06926 Telephone Number: (203) 356-5000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $1 par value per share PBI New York Stock Exchange 6.7% Notes due 2043 PBI.PRB New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer ☑ Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ As of June 30, 2020, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $446 million based on the closing sale price as reported on the New York Stock Exchange. At January 29, 2021, there were 173,274,463 outstanding shares of common stock, $1 par value. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement to be filed within 120 days after our fiscal year end in connection with the Annual Meeting of Stockholders to be held May 3, 2021, are incorporated by reference in Part III of this Form 10-K. 1 PITNEY BOWES INC. TABLE OF CONTENTS Page Number PART I Item 1. Business 3 Item 1A. Risk Factors 7 Item 1B. Unresolved Staff Comments 13 Item 2. Properties 14 Item 3. Legal Proceedings 14 Item 4. Mine Safety Disclosures 14 PART II Item 5. Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 Item 6. Selected Financial Data 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27 Item 8. Financial Statements and Supplementary Data 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A. Controls and Procedures 28 Item 9B. Other Information 28 PART III Item 10. Directors, Executive Officers and Corporate Governance 29 Item 11. Executive Compensation 29 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 Item 13. Certain Relationships, Related Transactions and Director Independence 29 Item 14. Principal Accountant Fees and Services 29 PART IV Item 15. Exhibits and Financial Statement Schedules 30 Item 16. Form 10-K Summary 31 Consolidated Financial Statements and Supplemental Data 33 2 PART I Forward-Looking Statements This Annual Report on Form 10-K (Annual Report) contains statements that are forward-looking. We believe that these forward-looking statements are reasonable based on our current expectations and assumptions. However, we caution readers that any forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 are subject to risks and uncertainties and actual results could differ materially. Words such as "estimate," "target," "project," "plan," "believe," "expect," "anticipate," "intend" and similar expressions may identify such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition, results of operations and forward-looking statements are subject to change and to inherent risks and uncertainties, as disclosed or incorporated by reference in our filings with the Securities and Exchange Commission (the SEC). In particular, the uncertainty around the severity, magnitude and duration of the COVID-19 pandemic (COVID-19), including governments' responses to COVID-19, the efficacy and availability of a vaccine, its continuing impact on our operations, employees, the availability and cost of labor and transportation, global supply chain and demand across our and our clients' businesses, as well as any deterioration or instability in global macroeconomic conditions, could cause our actual results to differ than those expressed in any forward-looking statement. Other factors which could cause future financial performance to differ materially from the expectations, and which may also be exacerbated by COVID-19 or a negative change in the economy, include, without limitation: • declining physical mail volumes • changes in postal regulations or operations, or the financial health of posts, in the U.S. or other major markets or the loss of, or significant changes to the broader postal or shipping industry • changes in our contractual relationships with the United States Postal Service (USPS) or USPS' performance under those contracts. • our ability to continue to grow and manage volumes, gain additional economies of scale and improve profitability within our Commerce Services group • changes in labor and transportation availability and costs • third-party suppliers' ability to provide products and services required by us and our clients • competitive factors, including pricing pressures, technological developments and the introduction of new products and services by competitors • the loss of some of our larger clients in our Commerce Services group • expenses and potential impacts resulting from a breach of security, including cyber-attacks or other comparable events • our success at managing customer credit risk • capital market disruptions or credit rating downgrades that adversely impact our ability to access capital markets at reasonable costs • our success in developing and marketing new products and services and obtaining regulatory approvals, if required • the continued availability and security of key information technology systems and the cost to comply with information security requirements and privacy laws • changes in international trade policies, including the imposition or expansion of trade tariffs • our success at managing relationships and costs with outsource providers of certain functions and operations • changes in banking regulations or the loss of our Industrial Bank charter or changes in foreign currency exchange rates and interest rates • the United Kingdom's (U.K.) exit from the European Union • intellectual property infringement claims • the use of the postal system for transmitting harmful biological agents, illegal substances or other terrorist attacks • impact of acts of nature on the services and solutions we offer. Further information about factors that could materially affect us, including our results of operations and financial condition, is contained in Item 1A. "Risk Factors" in this Annual Report. 3 ITEM 1. BUSINESS General Pitney Bowes Inc. (we, us, our, or the company) is a global technology company providing commerce solutions that power billions of transactions. Clients around the world rely on the accuracy and precision delivered by our equipment, solutions, analytics, and application
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