PITNEY BOWES INC DE

There were no material changes to the risk factors identified in our 2023 Annual Report. However, we are supplementing the risk factors described in Item 1A of our 2023 Annual Report with the following additional risk factor:

Changes within our senior management and our Board of Directors could create uncertainties and impact our business.

We have undergone recent changes in our senior management and in the composition of our Board of Directors. These changes, and the potential for future changes, may create continuity risks and challenges to our ability to execute our business and strategy. In addition, such changes may, among other things, create uncertainty among certain investors, customers, employees, and others concerning our future direction and performance, make it more difficult to attract and retain qualified personnel, impact our credit rating, impact our ability to access capital markets at reasonable costs and adversely impact our business.

We are subject to risks relating to the Ecommerce Restructuring and related transactions.

On August 8, 2024, we completed the GEC Sale. Following 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”).

There are a number of risks and uncertainties to the Company that may be associated with the Ecommerce Restructuring, including, among others, those related to the costs of Chapter 11 proceedings and length of time necessary to implement the orderly wind-down of the Global Ecommerce business associated with the Ecommerce Debtors; the Ecommerce Debtors’ ability to navigate the Chapter 11 proceedings and consummate a Chapter 11 plan; potential impacts to the Company’s reputation and relationships with its customers, vendors, employees, and other counterparties; and impacts to the Company’s liquidity or results of operations.

Further, there can be no assurances that the Ecommerce Restructuring will limit the Company’s liability under certain contracts and obligations associated with the Ecommerce Debtors. It is possible that, as part of the Ecommerce Restructuring, claims may be asserted against the Company and/or its affiliates. As part of the Ecommerce Restructuring, the Company and the Ecommerce Debtors have entered into the Settlement Agreement, which attaches the RSA and the DIP Facility, and which includes a release of all existing or potential causes of action among the Company and the Ecommerce Debtors. The Settlement Agreement is subject to the approval of the Bankruptcy Court and there is no assurance that such approval will be granted. If the Settlement Agreement is not approved or substantial modifications are made to the terms of the Settlement Agreement, the Company may be subject to significant claims by the Ecommerce Debtors. Any assertions of claims against the Company or any of its affiliates, may require significant effort, resources, and money to defend or could result in material losses to the Company, and such losses could have a material negative effect on the Company’s business, financial condition, liquidity and results of operations. We can provide no assurance that any such claims, if asserted, will be resolved in manner that is satisfactory to the Company.

Furthermore, while we no longer control the management or policies of the Ecommerce Debtors, because we retained our economic equity interest therein, we remain exposed to all of the business risks and continued costs applicable to the Ecommerce Debtors, which represents a majority of the Global Ecommerce segment, subject to the bankruptcy filing until the anticipated wind-down and restructuring is complete. Such continued costs may be significant and, although Hilco anticipates the Ecommerce Restructuring will conclude by early 2025, there can be no assurance that the Ecommerce Restructuring will be completed on that timeline. In addition, management of the Company may continue to spend a significant amount of time and effort attending to matters related to the Ecommerce Restructuring instead of focusing on the Company’s business operations, which could have an adverse impact on their ability to execute our business plan and operations. Due to the inherent uncertainty of the restructuring process, the Company is not able to predict with certainty the timing, outcome or financial impact the Ecommerce Restructuring will have on the Company.

In addition, the Company anticipates achieving significant cost savings as well as expense reductions due to the Ecommerce Restructuring. The anticipated benefits, cost savings and expense reductions anticipated to be achieved from the Ecommerce Restructuring may not be realized fully, or at all, or may take longer to realize than expected. Furthermore, the restructuring may result in additional and unforeseen expenses. The Company will incur substantial expenses in connection with the Ecommerce Restructuring, and, while the Company has estimated a certain amount of expenses, such estimates may prove to be incorrect and the actual amount of expenses may be significantly greater than anticipated. If the Company is unable to achieve its anticipated cost savings or expense reductions, or the expenses associated with the Ecommerce Restructuring exceeds the Company’s estimates, the Company’s business, financial condition, liquidity and results of operations could be adversely impacted.