PBI

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 •periods of difficult economic conditions impacting the company and our clients, including inflation and rising prices, changes in interest rates and a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown •our ability to compete successfully •changes in banking regulations, major bank failures, the loss of our Industrial Bank charter or limitations on our banking activities •changes in government contracting regulations and compliance challenges •changes in labor and transportation availability and costs •global supply chain issues adversely impacting our third-party suppliers' ability to provide us with products and services •changes in trade policies, tariffs and regulations •changes in senior management and Board of Directors, loss of key employees and ability to attract and retain employees •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 may adversely impact our ability to access capital markets at reasonable costs •our indebtedness, including Convertible Notes, and the impact of any conversion, repurchase or redemption of the Convertible Notes •our success at managing customer credit risk •changes in foreign currency exchange rates •the risks and uncertainties associated with the Ecommerce Restructuring •changes in tax rates, laws or regulations •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 •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 2025 Annual Report, as supplemented by Part II, Item 1A in this Quarterly Report on Form 10-Q. 30 RESULTS OF OPERATIONS Three Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % Change Total revenue $ 451,498 $ 461,909 (2) % Total cost of revenue 209,222 214,383 2 % Selling, general and administrative 128,746 170,542 25 % Research and development 3,383 3,601 6 % Restructuring charges 3,337 13,806 76 % Interest expense, net 28,580 24,937 (15) % Other components of pension and postretirement cost 12,256 1,947 >(100%) Other expense (income) 483 (6,578) >(100%) Income before taxes 65,491 39,271 67 % Provision for income taxes 15,583 9,296 (68) % Net income $ 49,908 $ 29,975 66 % Six Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % Change Total revenue $ 928,911 $ 955,329 (3) % Total cost of revenue 426,852 438,682 3 % Selling, general and administrative 262,123 336,457 22 % Research and development 7,177 8,364 14 % Restructuring charges 8,449 15,206 44 % Interest expense, net 54,572 49,207 (11) % Other components of pension and postretirement cost 23,290 3,801 >(100%) Other expense 483 17,609 97 % Income before taxes 145,965 86,003 70 % Provision for income taxes 37,919 20,606 (84) % Net income $ 108,046 $ 65,397 65 % In the Condensed Consolidated Statements of Operations, we allocate a portion of total interest expense to finance interest expense which is included in Cost of financing and other. The amount of total interest expense allocated to finance interest expense is based on the average outstanding finance receivables and our overall effective interest rate for the period. For segment reporting purposes, finance interest expense is excluded from segment results. SEGMENT RESULTS Our segments include SendTech Solutions and Presort Services. Management 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. Segment results exclude interest, including finance interest expense, taxes, corporate expenses, restructuring charges and other items not allocated to the segments. Effective January 1, 2026, we are excluding from Adjusted segment EBIT expense related to U.S. and Canada pension plans that we have taken steps to terminate. Prior periods were not recast. 31 SendTech Solutions Within SendTech Solutions, we offer physical and digital shipping and mailing technology solutions and other applications to help companies 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 also offer financing options for the purchase or lease of Pitney Bowes' or other manufacturers’ equipment or to provide working capital. We also offer an unsecured 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. Financial results for the SendTech Solutions segment was as follows: Three Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % change Services $ 141,949 $ 140,230 1 % Products 87,523 90,880 (4) % Financing and other 79,458 80,606 (1) % Total revenue 308,930 311,716 (1) % Cost of services 50,259 48,072 (5) % Cost of products 41,443 54,487 24 % Cost of financing and other 3,396 3,094 (10) % Total costs of revenue 95,098 105,653 10 % Gross margin 213,832 206,063 4 % Gross margin % 69.2 % 66.1 % Selling, general and administrative 84,034 99,193 15 % Research and development 3,703 3,716 — % Other components of pension and post retirement cost 3,417 1,899 (80) % Adjusted Segment EBIT $ 122,678 $ 101,255 21 % SendTech Solutions revenue decreased $3 million in the second quarter of 2026 compared to the prior year period. Products revenue declined $3 million primarily due to a decline in our international portfolio. Financing and other revenue declined $1 million compared to the prior year period. Services revenue increased $2 million compared to the prior year period primarily driven by higher volumes in a cross-border services contract, which was partially offset by a declining meter population. Gross margin increased $8 million and gross margin percentage increased to 69.2% from 66.1% compared to the prior year period primarily driven by favorable product mix and a $5 million tariff refund in 2026. Selling, general and administrative ("SG&A") expense declined $15 million compared to the prior period primarily driven by lower employee-related expenses of $6 million, lower professional and outsourcing fees of $2 million, lower marketing expenses of $2 million, lower depreciation and amortization expense of $2 million and lower equipment maintenance expense of $1 million. Adjusted segment EBIT was $123 million in the second quarter of 2026 compared to $101 million for the prior year period. 32 Six Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % change Services $ 285,053 $ 280,848 1 % Products 176,173 184,070 (4) % Financing and other 161,651 162,404 — % Total revenue 622,877 627,322 (1) % Cost of services 100,392 99,291 (1) % Cost of products 90,122 105,406 15 % Cost of financing and other 6,608 6,986 5 % Total costs of revenue 197,122 211,683 7 % Gross margin 425,755 415,639 2 % Gross margin % 68.4 % 66.3 % Selling, general and administrative 174,998 205,044 15 % Research and development 7,706 8,607 10 % Other components of pension and post retirement costs 6,843 3,706 (85) % Adjusted Segment EBIT $ 236,208 $ 198,282 19 % SendTech Solutions revenue decreased $4 million in the first half of 2026 compared to the prior year period. Revenue in the first quarter of 2025 includes an unfavorable adjustment of $4 million related to prior periods. Products revenue declined $8 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment as well as a declining meter population. Financing and other revenue declined $1 million compared to the prior year period. Services revenue increased $4 million compared to the prior year period driven by higher volumes in a cross-border services contract and higher subscription revenue which was partially offset by a declining meter population. Gross margin increased $10 million and gross margin percentage increased to 68.4% from 66.3% compared to the prior year period primarily driven by a $5 million tariff refund in 2026, the unfavorable revenue adjustment of $4 million in the first quarter of 2025 and favorable product mix. SG&A expense declined $30 million compared to the prior year period primarily driven by lower employee-related expenses of $11 million, lower professional and outsourcing fees of $6 million, lower marketing expenses of $4 million, lower equipment maintenance expense of $3 million and lower depreciation expense of $3 million. Adjusted segment EBIT was $236 million in the first half of 2026 compared to $198 million for the prior year period. 33 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, First Class Flats, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts. Financial results for the Presort Services segment was as follows: Three Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % Change Services $ 142,568 $ 150,193 (5) % Cost of services 105,099 96,153 (9) % Gross Margin 37,469 54,040 (31) % Gross Margin % 26.3 % 36.0 % Selling, general and administrative 17,426 18,053 3 % Other components of net pension and postretirement cost 37 47 21 % Adjusted segment EBIT $ 20,006 $ 35,940 (44) % Revenue decreased $8 million in the second quarter of 2026 compared to the prior year period primarily due to a 3% decline in total mail volumes driven by a broader market decline, client losses from the first half of 2025 and pricing actions. The processing of First Class Flats, First Class Mail and Marketing Mail contributed revenue decreases of $3 million, $3 million and $2 million, respectively. Gross margin decreased $17 million and gross margin percentage decreased to 26.3% from 36.0% in the prior period primarily due to lower revenue, increased transportation and fuel costs of $7 million and higher employee-related benefits of $3 million. SG&A expense decreased $1 million compared to the prior year period. Adjusted segment EBIT was $20 million in the second quarter of 2026 compared to $36 million in the prior year period. Six Months Ended June 30, Favorable/(Unfavorable) 2026 2025 % Change Services $ 306,034 $ 328,007 (7) % Cost of services 211,119 200,787 (5) % Gross Margin 94,915 127,220 (25) % Gross Margin % 31.0 % 38.8 % Selling, general and administrative 35,657 36,406 2 % Other components of net pension and postretirement costs 74 95 22 % Adjusted segment EBIT $ 59,184 $ 90,719 (35) % Revenue decreased $22 million in the first half of 2026 compared to the prior year period primarily due to a 4% decline in total mail volumes driven by a broader market decline, client losses from the first half of 2025 and pricing actions. The processing of First Class Mail, First Class Flats and Marketing Mail contributed revenue decreases of $13 million, $7 million and $2 million, respectively. Gross margin decreased $32 million and gross margin percentage decreased to 31.0% from 38.8% in the prior period primarily due to lower revenue, increased transportation and fuel costs of $9 million and higher employee-related benefits of $4 million. SG&A expense decreased $1 million compared to the prior year period primarily driven by lower credit loss provision. Adjusted segment EBIT was $59 million in the first half of 2026 compared to $91 million in the prior year period. 34 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, and primarily represent corporate administrative functions such as finance, human resources, legal and information technology. Corporate expenses were as follows: Three Months Ended June 30, Favorable/(Unfavorable) 2026 2025 Actual % change Corporate expenses $ 26,631 $ 34,902 24 % Corporate expenses for the second quarter of 2026 decreased $8 million compared to the prior year period primarily due to lower depreciation expense of $3 million, lower insurance expense of $2 million, lower outsourcing and professional fees of $2 million and lower excise tax of $1 million. Six Months Ended June 30, Favorable/(Unfavorable) 2026 2025 Actual % change Corporate expenses $ 48,962 $ 67,019 27 % Corporate expenses for the first half of 2026 decreased $18 million compared to the prior year period primarily due to lower employee-related expenses of $14 million driven by actions taken under our restructuring plans and lower insurance expense of $4 million. CONSOLIDATED EXPENSES SG&A Expense SG&A expense decreased $42 million in the second quarter of 2026 compared to the prior year period. In addition to the changes in SG&A expense previously discussed, SG&A also declined $18 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans. SG&A expense decreased $74 million in the first half of 2026 compared to the prior year period. In addition to the changes in SG&A expense previously discussed, SG&A also declined $30 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans partially offset by higher transaction and strategic review costs of $5 million. Restructuring charges Restructuring charges decreased $10 million in the second quarter of 2026 and $7 million in the first half of 2026 compared to the prior year periods primarily due to a reduction in the number of actions taken during the current year compared to the prior year. Interest expense, net We allocate a portion of total interest expense to finance interest expense which is included in Cost of financing and other. Total interest expense is as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Interest expense, net $ 28,580 $ 24,937 $ 54,572 $ 49,207 Allocated finance interest expense 9,028 12,562 18,611 26,177 Total interest expense $ 37,608 $ 37,499 $ 73,183 $ 75,384 Total interest expense was flat in the second quarter of 2026 compared to the prior year period and declined $2 million in the first half of 2026 compared to the prior year period primarily due to lower effective interest rates partially offset by higher outstanding debt. The decline in interest expense allocated to finance interest was driven primarily by a decline in finance receivables. 35 Other components of net pension and postretirement cost Other components of net pension and postretirement cost increased $10 million in the second quarter of 2026 and $19 million in the first half of 2026 compared to the prior year periods primarily due to the lower expected return on pension plan assets year over year driven by the U.S. and Canada buy-in contracts. The amount of other components of net pension and postretirement cost recognized each year will vary based on actuarial assumptions and actual results of our pension plans. See Note 11 to the Condensed Consolidated Financial Statements for further information. Other expense (income) Other expense in the second quarter of 2026 increased $7 million compared to the prior year period and decreased $17 million in the first half of 2026 compared to the prior year period driven by changes in gains and losses recognized in connection with debt activity and the Ecommerce Restructuring. See Note 16 to the Condensed Consolidated Financial Statements for further information. Income taxes See Note 12 to the Condensed Consolidated Financial Statements for further information. OUTLOOK For full year 2026, we continue to expect low to mid-single digit decline in revenue driven by the continued secular decline in mailing. We expect Adjusted EBIT to be a low-single digit decline to low-single digit growth, primarily driven by higher transportation costs and competitive pricing pressures, partially offset by lower worldwide operating costs from previous and continued cost-cutting actions and stronger than expected results for the first half of 2026. The transportation market is experiencing significant volatility due to higher third-party carrier spot rates, driver shortages and increases in oil and diesel fuel prices associated with shipping disruptions through the Strait of Hormuz because of the Iran conflict. These factors have impacted our financial results and are expected to continue to adversely impact our financial results in the second half of the year. We will also continue to implement capital allocation strategies to opportunistically reduce debt and lower interest costs, return capital to our shareholders through share repurchases and dividends and pursue other long-term investment opportunities. 36 LIQUIDITY AND CAPITAL RESOURCES Our principal source of liquidity is cash generated from operations and access to credit markets, including borrowing capacity under our revolving credit facility. At June 30, 2026, we had cash and cash equivalents of $267 million, which includes $58 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and cash equivalents, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs and meet our obligations for the next 12 months. Cash Flow Summary Changes in cash and cash equivalents were as follows: 2026 2025 Change Net cash from operating activities $ 197,072 $ 94,709 $ 102,363 Net cash from investing activities (26,717) (74,100) 47,383 Net cash from financing activities (187,507) (208,492) 20,985 Effect of exchange rate changes on cash and cash equivalents (902) 3,334 (4,236) Change in cash and cash equivalents $ (18,054) $ (184,549) $ 166,495 Operating Activities Cash flows from operating activities for the first half of 2026 improved $102 million compared to the prior year period primarily due to higher net income and changes in working capital, primarily driven by lower accrued liability payments and inventory spending and higher receivable collections. Investing Activities Cash flows from investing activities for the first half of 2026 improved $47 million compared to the prior year period primarily due to lower investments in loan receivables of $65 million partially offset by an $8 million reimbursement in the prior year for the DIP Facility, lower cash from investment activities of $7 million and lower capital expenditures of $4 million. Financing Activities Cash flows from financing activities for the first half of 2026 improved $21 million compared to the prior year period. Net cash from debt activities increased $70 million as we received net proceeds of $41 million in 2026 compared to net repayments of $29 million in 2025. Cash flows from financing activities also benefited from higher proceeds from stock option exercises of $29 million and lower fees paid to redeem/refinance debt of $15 million. These improvements were partially offset by higher common stock repurchases of $98 million. We paid dividends of $27 million in the first half of 2026. 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 2026, we issued an additional aggregate $150 million of the Notes due March 2029 with identical terms to the prior notes outstanding. In the second quarter of 2026, we borrowed an additional $150 million under the Term Loan due March 2028 and extended the maturity date to March 2031. The proceeds of the additional term loan borrowing were used to repay the Notes due March 2027. We have access to a $450 million revolving credit facility (increased from $400 million in the first quarter of 2026). In the second quarter of 2026, we further amended the revolving credit facility to extend the maturity date to March 2031 and updated certain covenants. This credit facility requires that we maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than (a) 4.75 to 1.00 for the fiscal quarters ending June 30, 2026, September 30, 2026 and December 31, 2026, (b) 4.50 to 1.00 for the fiscal quarters ending March 31, 2027, June 30, 2027, September 30, 2027 and December 31, 2027, (c) 4.25 to 1.00 for the fiscal quarters ending March 31, 2028, June 30, 2028, September 30, 2028 and December 31, 2028 and (d) 4.00 to 1.00 for each fiscal quarter ending on or after March 31, 2029. At June 30, 2026, we were in compliance with these financial covenants. During the quarter, we borrowed $97 million under this credit facility, which was outstanding at June 30, 2026. At July 30, 2026, this amount has been fully repaid. At June 30, 2026, we have remaining borrowing capacity of $330 million. Borrowings under this credit facility are secured by assets of the Company. 37 The credit facility also contains provisions whereby if, on any day prior to December 14, 2028, the Notes due March 2029 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2029 plus $100 million, the Term loan due March 2031 and any borrowings under the revolving credit facility would become due on such date. Further, if on any day prior to May 16, 2030, the Convertible Notes due August 2030 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Convertible Notes due August 2030 plus $100 million, the Term loan due March 2031 and any borrowings under the revolving credit facility would become due on such date. We have outstanding an aggregate $230 million convertible senior notes (the "Convertible Notes"). 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. The conversion rate is 70.3835 shares of common stock per $1,000 principal amount, or $14.21 per share, subject to adjustment. 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. 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 June 30, 2026, 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 2025 Annual Report. Critical Accounting Estimates There have been no significant changes to the Critical Accounting Estimates disclosed in our 2025 Annual Report.