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 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" 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, and forward-looking statements in documents that are
incorporated by reference speak only as of the date of those documents.

Our results of operations, financial condition and forward-looking statements
are subject to change and to inherent risks and uncertainties, such as those
disclosed or incorporated by reference in our filings with the Securities and
Exchange Commission. In particular, we continue to navigate the impacts of the
COVID-19 pandemic as well as the risk of a global recession, and the effects
that they may have on our, and our clients' businesses. Other factors which
could cause future financial performance to differ materially from expectations,
and which may also be exacerbated by COVID-19 or the risk of a global recession
or negative change in the economy, include, without limitation:

•declining physical mail volumes



•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

•the loss of, or significant changes to, United States Postal Service (USPS) commercial programs or our contractual relationships with the USPS or USPS' performance under those contracts



•our ability to continue to grow and manage unexpected fluctuations in volumes,
gain additional economies of scale and improve profitability within our Global
Ecommerce segment

•changes in labor and transportation availability and costs

•global supply chain issues adversely impacting our third-party suppliers' ability to provide us products and services

•declines in demand for our ecommerce services resulting from supply chain delays or interruptions affecting our retail clients, or changes in retail consumer behavior or spending patterns

•the impacts of inflation and rising prices on our costs and expenses, and to our clients and retail consumers

•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 Global Ecommerce and Presort Services segments

•expenses and potential impacts resulting from a breach of security, including cyber-attacks or other comparable events

•the potential impacts on our cost of debt due to potential interest rate increases

•our success at managing customer credit risk

•changes in foreign currency exchange rates, especially the impact a strengthening U.S. dollar could have on our global operations

•changes in tax laws, rulings or regulations

•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, and other geopolitical risks

•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

•increased environmental and climate change requirements or other developments in these areas

•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 our 2021 Annual Report, as supplemented by Part II, Item 1A in this
Quarterly Report on Form 10-Q.

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Overview

Financial Results Summary - Three and Six Months Ended June 30:



                                                                                                         Revenue
                                                      Three Months Ended June 30,                                                         Six Months Ended June 30,
                                                                                              Constant                                                                            Constant
                                                                         Actual %            Currency %                                                       Actual %           Currency %
                                   2022                 2021              change               Change                 2022                  2021               change              change
Business services            $     551,478          $ 567,022                  (3) %                 (2) %       $  1,148,862          $ 1,137,476                  1  %                 1  %
Support services                   107,625            115,156                  (7) %                 (5) %            217,977              233,853                 (7) %                (5) %
Financing                           67,298             73,453                  (8) %                 (7) %            139,327              151,265                 (8) %                (7) %
Equipment sales                     89,986             86,267                   4  %                  7  %            179,282              173,070                  4  %                 6  %
Supplies                            38,245             38,655                  (1) %                  2  %             79,306               80,879                 (2) %                 -  %
Rentals                             16,863             18,650                 (10) %                 (8) %             33,683               37,857                (11) %               (10) %
Total revenue                $     871,495          $ 899,203                  (3) %                 (2) %       $  1,798,437          $ 1,814,400                 (1) %                 -  %


                                                                                                          Revenue
                                                      Three Months Ended June 30,                                                         Six Months Ended June 30,
                                                                                              Constant                                                                            Constant
                                                                          Actual %           currency %                                                      Actual %            currency %
                                    2022                 2021              change              change                2022                  2021               change               change
Global Ecommerce              $     393,770          $ 418,429                 (6) %                (5) %       $    812,297          $   831,515                  (2) %                (2) %
Presort Services                    138,934            134,619                  3  %                 3  %            299,478              277,745                   8  %                 8  %
SendTech Solutions                  338,791            346,155                 (2) %                 -  %            686,662              705,140                  (3) %                (1) %
Total revenue                 $     871,495          $ 899,203                 (3) %                (2) %       $  1,798,437          $ 1,814,400                  (1) %                 -  %


                                                                                                   Segment EBIT
                                                         Three Months Ended June 30,                                         Six Months Ended June 30,
                                                2022                  2021              % change                   2022                    2021              % change
Global Ecommerce                          $      (28,825)         $ (10,831)                 >(100%)       $     (42,521)              $ (37,207)                  (14) %
Presort Services                                  12,851             16,134                   (20) %              32,483                  35,185                    (8) %
SendTech Solutions                                95,565            107,121                   (11) %             200,140                 221,591                   (10) %
Total Segment EBIT                        $       79,591          $ 112,424                   (29) %       $     190,102               $ 219,569                   (13) %



Revenue decreased 3% (2% at constant currency) in the second quarter of 2022
compared to the prior year primarily driven by a decrease in business services
revenue due to lower cross-border volumes, lower support services revenue driven
by a declining meter population and a shift to cloud-enabled products and lower
financing revenue due to a declining lease portfolio. Global Ecommerce revenue
decreased 6% (5% at constant currency), SendTech Solutions revenue declined 2%
(flat at constant currency) and Presort Services revenue increased 3%.

Segment EBIT in the quarter decreased 29% compared to the prior year period.
Global Ecommerce EBIT decreased $18 million primarily due to the decline in
revenue and increased operating expenses. Presort Services EBIT decreased 20%
primarily due to increased transportation and labor costs and SendTech Solutions
EBIT decreased 11% primarily driven by the decline in revenue. Refer to Results
of Operations section for further information.












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Outlook



We see market opportunities for our businesses and are making investments in new
solutions and services. This includes investments in our physical networks in
Global Ecommerce and Presort Services for greater efficiency and economies of
scale and upgrading our technologies across all three segments. We are also
executing against initiatives to improve efficiencies in each business and in
Corporate shared services. Our mix of business continues to shift to higher
growth, lower margin markets, and while the investments we are making today may
put further near-term downward pressure on our margins, we expect these
investments to provide a platform for long-term growth and margin improvements.

On a consolidated basis, we expect revenue growth in 2022 compared to 2021 from
a low-single digit percentage decline to low-single digit percentage growth.
Although we expect some continued growth in the demand and costs for
transportation services and labor, we expect margin improvements in the second
half of the year from increased productivity and pricing initiatives. Supply
chain delays are slowing our receipt and installation of equipment and
technologies designed to increase automation and drive productivity in Global
Ecommerce and Presort Services. Supply chain delays are also affecting our
ability to receive required parts and components for our SendTech Solutions
products on a timely basis. We will continue to take proactive steps to manage
our operations and mitigate the financial impacts of these higher costs and
supply chain issues; however, some of the factors are not within our control,
and the duration and severity of supply chain issues is unknown and
unpredictable.

Expectations for the remainder of the year are dependent on several external
factors, including no further weakening of the global economy or additional
shut-downs related to COVID-19, continued improvement in labor availability,
changes in fuel price expectations, and no additional adverse geopolitical
developments.



                                       33

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                             RESULTS OF OPERATIONS

In our revenue discussion, we may refer to revenue growth on a constant currency
basis. Constant currency measures exclude the impact of changes in currency
exchange rates from the prior period under comparison. We believe that excluding
the impacts of currency exchange rates provides investors with a better
understanding of the underlying revenue performance. Constant currency change is
calculated by converting the current period non-U.S. dollar denominated revenue
using the prior year's exchange rate. Where constant currency measures are not
provided, the actual change and constant currency change are the same.

Management measures segment profitability and performance using segment earnings
before interest and taxes (EBIT), which is calculated by deducting from segment
revenue the related costs and expenses attributable to the segment. Segment EBIT
excludes interest, taxes, unallocated corporate expenses, restructuring charges,
asset and goodwill impairment charges and other items not allocated to a
business segment. Management believes that Segment EBIT provides investors a
useful measure of operating performance and underlying trends of the business.
Segment EBIT may not be indicative of our overall consolidated performance and
should be read in conjunction with our consolidated results of operations.

Effective for 2022, we refined our methodology for allocating transportation
costs between Global Ecommerce and Presort Services, resulting in an increase to
Global Ecommerce EBIT and a corresponding decrease to Presort Services EBIT of
approximately $3 million and $7 million for the three and six months ended June
30, 2022, respectively.

REVENUE AND SEGMENT EBIT

Global Ecommerce

Global Ecommerce includes the revenue and related expenses from business to
consumer logistics services for domestic and cross-border delivery, returns and
fulfillment.

                                                          Revenue                                                    Cost of Revenue                           Gross Margin
                                                Three Months Ended June 30,                                    Three Months Ended June 30,            

Three Months Ended June 30,


                                                                                         Constant
                                                                    Actual %            Currency %
                              2022                 2021              change               change                 2022                  2021              2022               2021
Business services       $     393,770          $ 418,429                  (6) %                (5) %       $      356,025          $ 373,347               9.6  %            10.8  %

                                             Segment EBIT
                                      Three Months Ended June 30,
                                                                    Actual %
                              2022                 2021              change
Segment EBIT            $     (28,825)         $ (10,831)               >(100%)


Global Ecommerce revenue decreased 6% (5% at constant currency) in the second
quarter of 2022 compared to the prior year period primarily due to cross-border
volume declines due in part, to a strengthening U.S. dollar and weakening global
economic factors.

Gross margin decreased $7 million and gross margin percentage decreased to 9.6%
from 10.8% compared to the prior year period, primarily due to the decline in
revenue and higher postal costs of $3 million, partially offset by margin
improvements in domestic parcel delivery services and $3 million favorability
from the revised transportation cost allocation methodology.

Segment EBIT for the second quarter of 2022 was a loss of $29 million compared
to a loss of $11 million in the prior year period. The EBIT degradation was
driven by the decline in gross margin of $7 million as well as increased
operating expenses of $11 million, driven primarily by higher credit card fees
and higher credit loss provision of $4 million and $3 million, respectively.

                                       34
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                                                            Revenue                                                     Cost of Revenue                          Gross Margin
                                                   Six Months Ended June 30,                                       Six Months Ended June 30,               Six Months Ended June 30,
                                                                                            Constant
                                                                        Actual %           Currency %
                                2022                   2021              change              change                 2022                  2021              2022              2021
Business services        $    812,297              $ 831,515                 (2) %                (2) %       $      724,493          $ 757,655              10.8  %            8.9  %

                                               Segment EBIT
                                         Six Months Ended June 30,
                                                                        Actual %
                                2022                   2021              change
Segment EBIT             $    (42,521)             $ (37,207)               (14) %


Global Ecommerce revenue decreased 2% in the first half of 2022 compared to the
prior year period due primarily to lower volumes, partially offset by pricing
actions. Cross-border and digital delivery volumes contributed revenue declines
of 5% and 2%, respectively, which were partially offset by domestic parcel
delivery volumes contributing revenue growth of 6%.

Gross margin increased $14 million and gross margin percentage increased to
10.8% from 8.9% compared to the prior year period. The increase was primarily
due to pricing actions, improved warehouse productivity, margin improvements in
domestic parcel delivery and fulfillment services and a decrease in
transportation costs of $7 million, primarily driven by the revised
transportation cost allocation methodology. Partially offsetting these increases
were lower revenue from cross-border and digital delivery services and higher
postal costs of $12 million.

Segment EBIT for the first half of 2022 was a loss of $43 million compared to a
loss of $37 million in the prior year period. The EBIT decline was driven
primarily by increased operating expenses of $19 million primarily driven by
higher credit card fees of $9 million, higher employee-related expenses of $6
million and higher credit loss provision of $4 million, partially offset by the
increase in gross margin of $14 million.


Presort Services



Presort Services includes revenue and related expenses from sortation services
to qualify large volumes of First Class Mail, Marketing Mail, Marketing Mail
Flats and Bound Printed Matter for postal worksharing discounts.

                                                          Revenue                                                   Cost of Revenue                           Gross Margin
                                                Three Months Ended June 30,                                   Three Months Ended June 30,              Three Months Ended June 30,
                                                                                        Constant
                                                                    Actual %           Currency %
                              2022                 2021              change              change                 2022                  2021               2022               2021
Business services       $     138,934          $ 134,619                  3  %                 3  %       $      111,305          $ 103,175               19.9  %            23.4  %

                                             Segment EBIT
                                     Three Months Ended June 30,
                                                                    Actual %
                              2022                 2021              change
Segment EBIT            $      12,851          $  16,134                (20) %


Presort Services revenue increased 3% in the second quarter of 2022 compared to
the prior year period. The processing of First Class Mail and Marketing Mail
contributed revenue growth of 2% and 1%, respectively, primarily due to the
impact of pricing actions and product mix.

Gross margin decreased $4 million and gross margin percentage declined to 19.9%
from 23.4%. Segment EBIT decreased $3 million, or 20% compared to the prior year
period. In the second quarter of 2022, gross margin and segment EBIT were
impacted by higher transportation costs of $7 million primarily driven by the
revised transportation cost allocation methodology of $3 million and higher fuel
costs of $2 million, and increased labor costs of $4 million, primarily due to
wage increases. The impact of these higher costs has been partially offset
through productivity gains and pricing actions.

                                       35
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                                                            Revenue                                                     Cost of Revenue                           Gross Margin
                                                   Six Months Ended June 30,                                       Six Months Ended June 30,               Six Months Ended June 30,
                                                                                            Constant
                                                                        Actual %           Currency %
                                2022                   2021              change              change                 2022                  2021               2022              2021
Business services        $    299,478              $ 277,745                  8  %                 8  %       $      235,956          $ 212,174               21.2  %           23.6  %

                                               Segment EBIT
                                         Six Months Ended June 30,
                                                                        Actual %
                                2022                   2021              change
Segment EBIT             $     32,483              $  35,185                 (8) %



Presort Services revenue increased 8% in the first half of 2022 compared to the
prior year period. The processing of First Class Mail, Marketing Mail and
Marketing Mail Flats and Bound Printed Matter contributed revenue growth of 5%,
2% and 1%, respectively, primarily due to the impact of pricing actions.

Gross margin decreased $2 million and gross margin percentage declined to 21.2%
from 23.6%. Segment EBIT decreased $3 million, or 8% in the first half of 2022
compared to the prior year period. During the first half of the year, gross
margin and segment EBIT were impacted by higher transportation costs of $15
million primarily driven by tight demand for these services, higher fuel costs
and the revised transportation cost allocation methodology, and higher labor
costs of $12 million due to higher demand for labor and wage increases. The
impact of these higher costs has been partially offset through pricing actions
and productivity improvements.

SendTech Solutions



SendTech Solutions includes the revenue and related expenses from physical and
digital mailing and shipping technology solutions, financing, services, supplies
and other applications to help simplify and save on the sending, tracking and
receiving of letters, parcels and flats.

                                                          Revenue                                                   Cost of Revenue                           Gross Margin
                                                Three Months Ended June 30,                                   Three Months Ended June 30,             

Three Months Ended June 30,


                                                                                        Constant
                                                                    Actual %           Currency %
                              2022                 2021              change              change                 2022                  2021               2022               2021
Business services       $      18,774          $  13,974                 34  %                35  %       $        9,858          $   6,247               47.5  %            55.3  %
Support services              107,625            115,156                 (7) %                (5) %               37,365             37,095               65.3  %            67.8  %
Financing                      67,298             73,453                 (8) %                (7) %               12,533             11,773               81.4  %            84.0  %
Equipment sales                89,986             86,267                  4  %                 7  %               63,232             61,503               29.7  %            28.7  %
Supplies                       38,245             38,655                 (1) %                 2  %               10,957             10,467               71.4  %            72.9  %
Rentals                        16,863             18,650                (10) %                (8) %                7,401              6,013               56.1  %            67.8  %
Total revenue           $     338,791          $ 346,155                 (2) %                 -  %       $      141,346          $ 133,098               58.3  %            61.5  %

                                             Segment EBIT
                                     Three Months Ended June 30,
                                                                    Actual %
                              2022                 2021              change
Segment EBIT            $      95,565          $ 107,121                (11) %


SendTech Solutions revenue decreased 2% (flat at constant currency) in the
second quarter of 2022 compared to the prior year period. Support services
revenue declined 7% (5% at constant currency) primarily due to a declining meter
population and shift to cloud-enabled products, which generally require less
service. Financing revenue declined 8% (7% at constant currency) primarily due
to lower lease extensions as more clients opted to lease new equipment rather
than extend leases on existing equipment. Partially offsetting these decreases,
business services revenue increased 34% (35% at constant currency) primarily due
to growth in subscription services and equipment sales revenue increased 4% (7%
at constant currency), due in part, to customers upgrading equipment to comply
with new security requirements.

                                       36
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Gross margin decreased $16 million, gross margin percentage decreased to 58.3%
from 61.5% and segment EBIT decreased $12 million, or 11%. In the second quarter
of 2022, gross margin and segment EBIT were impacted by the decrease in higher
margin support services revenue and financing revenue. Segment EBIT in the
quarter benefited from lower operating expenses of $4 million, primarily due to
cost management.

                                                              Revenue                                                     Cost of Revenue                           Gross Margin
                                                     Six Months Ended June 30,                                       Six Months Ended June 30,        

Six Months Ended June 30,


                                                                                              Constant
                                                                          Actual %           Currency %
                                  2022                   2021              change              change                 2022                  2021               2022               2021
Business services          $     37,087              $  28,216                 31  %                32  %       $       19,740          $  12,315               46.8  %            56.4  %
Support services                217,977                233,853                 (7) %                (5) %               74,300             73,323               65.9  %            68.6  %
Financing                       139,327                151,265                 (8) %                (7) %               24,135             23,659               82.7  %            84.4  %
Equipment sales                 179,282                173,070                  4  %                 6  %              126,673            123,293               29.3  %            28.8  %
Supplies                         79,306                 80,879                 (2) %                 -  %               22,431             21,678               71.7  %            73.2  %
Rentals                          33,683                 37,857                (11) %               (10) %               12,668             12,460               62.4  %            67.1  %
Total revenue              $    686,662              $ 705,140                 (3) %                (1) %       $      279,947          $ 266,728               59.2  %            62.2  %

                                                 Segment EBIT
                                           Six Months Ended June 30,
                                                                          Actual %
                                  2022                   2021              change
Segment EBIT               $    200,140              $ 221,591                (10) %



SendTech Solutions revenue decreased 3% (1% at constant currency) in the second
half of 2022 compared to the prior year period. Support services revenue
declined 7% (5% at constant currency) primarily due to a declining meter
population and shift to cloud-enabled products. Financing revenue declined 8%
(7% at constant currency) primarily due to lower lease extensions as more
clients opted to lease new equipment rather than extend leases on existing
equipment. Partially offsetting these decreases, business services revenue
increased 31% (32% at constant currency) primarily due to growth in subscription
services and equipment sales revenue increased 4% (6% at constant currency).


Gross margin for the second half of 2022 decreased $31 million and gross margin
percentage decreased to 59.2% from 62.2%. Segment EBIT decreased $21 million, or
10%. For the first half of 2022, gross margin and segment EBIT were impacted by
the declines in higher margin support services revenue and financing revenue.
Segment EBIT for the first half of 2022 benefited from lower operating expenses
of $10 million, due in part, to lower employee-related expenses and other cost
savings.














                                       37

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UNALLOCATED CORPORATE EXPENSES



The majority of selling, general and administrative (SG&A) expenses are recorded
directly or allocated to our reportable segments. SG&A expenses not recorded
directly, or allocated to our reportable segments, are reported as unallocated
corporate expenses. Unallocated corporate expenses primarily represents
corporate administrative functions such as finance, marketing, human resources,
legal, information technology and innovation.

                                             Three Months Ended June 30,                                   Six Months Ended June 30,
                                                                            Actual %                                                    Actual %
                                      2022                 2021              change               2022                 2021              change
Unallocated corporate expenses  $       40,761          $ 56,316                (28) %       $     98,595          $ 113,781                (13) %



Unallocated corporate expenses decreased $16 million and $15 million in the second quarter and first half of 2022, respectively, compared to the prior year periods, primarily due to lower employee-related variable expenses.

CONSOLIDATED EXPENSES

Selling, general and administrative



SG&A expense for the second quarter of 2022 declined $10 million compared to the
prior year period, primarily due to lower variable compensation expense of $18
million, partially offset by higher credit loss provision of $4 million and
higher professional fees of $2 million. SG&A expense for the first half of 2022
declined $5 million compared to the prior year period, primarily due to lower
variable compensation expense of $16 million, partially offset by higher travel
costs of $4 million, credit loss provision of $2 million and professional fees
of $1 million.

Research and development (R&D)

R&D expense for the second quarter and first half of 2022 was $11 million and $23 million, respectively, and flat compared to the prior year periods.

Restructuring charges



Restructuring charges, consisting of costs for employee severance and facility
closures, were $4 million for the second quarter and $8 million for the first
half of 2022. See Note 9 to the Condensed Consolidated Financial Statements for
further information.

Other (income) expense

Other (income) expense for the first six months of 2022 includes a $14 million
gain on the sale of our Shelton, Connecticut office building, a $3 million gain
from the 2019 sale of a business and a charge of $5 million from the early
redemption of debt. See Notes 10 and 16 to the Condensed Consolidated Financial
Statements for further information.

Income taxes

The effective tax rate for the three and six months ended June 30, 2022 was 261.2% and a benefit of 12.6%, respectively. See Note 12 to the Condensed Consolidated Financial Statements for further information.


                                       38
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                        LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2022, we had cash, cash equivalents and short-term investments of
$582 million, which includes $153 million held at our foreign subsidiaries used
to support the liquidity needs of those subsidiaries. Our ability to maintain
adequate liquidity for our operations is dependent upon a number of factors,
including our revenue and earnings, our clients' ability to pay their balances
on a timely basis, the impacts of changing macroeconomic and geopolitical
conditions and our ability to manage costs and improve productivity. At this
time, we believe that existing cash and investments, cash generated from
operations and borrowing capacity under our $500 million revolving credit
facility will be sufficient to fund our cash needs for the next 12 months.

Cash Flow Summary

Changes in cash and cash equivalents were as follows:



                                                               2022                2021               Change
Net cash from operating activities                         $   45,694          $  144,729          $ (99,035)
Net cash from investing activities                            (27,518)            (68,034)            40,516
Net cash from financing activities                           (166,504)           (199,024)            32,520
Effect of exchange rate changes on cash and cash
equivalents                                                   (13,455)                349            (13,804)
Change in cash and cash equivalents                        $ (161,783)         $ (121,980)         $ (39,803)


Operating Activities

Cash flows from operating activities in 2022 declined $99 million compared to
the prior year period primarily due to the timing of collections of receivables,
lower customer deposits, the timing of insurance premium payments and other
working capital changes.

Investing Activities



Cash flows from investing activities for 2022 increased $41 million compared to
the prior year, primarily due to higher proceeds from the sale of businesses and
assets of $25 million, lower capital expenditures of $20 million and net
proceeds of $4 million from other investment activities.

Cash flows from investing activities in 2022 include proceeds of $51 million
from the sale of our Shelton facility and $9 million related to the 2019 sale of
a business. Cash flows from investing activities in 2021 include net proceeds of
$28 million from the sale of Tacit and $2 million for other asset sales.

Financing Activities



Cash flows from financing activities for 2022 improved $33 million compared to
the prior year primarily due to lower net repayments of debt of $37 million and
lower premiums and fees paid to refinance debt of $42 million. These
improvements were partially offset by lower cash flow from changes in customer
deposits at the PB Bank of $32 million and $13 million of common stock
repurchases.

Financings and Capitalization

In March 2022, we redeemed the April 2023 notes and recorded a $5 million pre-tax loss in connection with this redemption.



The credit agreement that governs our $500 million secured revolving credit
facility and term loans contains financial and non-financial covenants. At June
30, 2022, we were in compliance with all covenants and there were no outstanding
borrowings under the revolving credit facility.

Each quarter, our Board of Directors considers whether to approve the payment,
as well as the amount, of a dividend. There are no material restrictions on our
ability to declare dividends. We expect to continue to pay a quarterly dividend;
however, no assurances can be given.

Contractual Obligations and Off-Balance Sheet Arrangements



As of June 30, 2022, we have entered into real estate and equipment leases with
aggregate payments of $124 million and terms ranging from four to eight years
that have not commenced. Most of these leases are expected to commence
throughout the second half of 2022 and some into 2023.

At June 30, 2022, 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.

                                       39
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Critical Accounting Estimates

Goodwill

Goodwill is tested annually for impairment at the reporting unit level during
the fourth quarter or sooner if circumstances indicate an impairment may exist.
The impairment test for goodwill determines the fair value of each reporting
unit and compares it to the reporting unit's carrying value, including goodwill.
If the fair value of a reporting unit exceeds the carrying value of the net
assets assigned to that reporting unit, goodwill is not impaired and no further
testing is required. If the carrying value of the net assets assigned to the
reporting unit exceeds the fair value of the reporting unit, the goodwill
impairment loss is calculated as the difference between these amounts, limited
to the amount of goodwill allocated to the reporting unit.

We determined that the agreement to sell Borderfree was a triggering event that
indicated an impairment may exist. Accordingly, we performed a goodwill
impairment test of the Global Ecommerce reporting unit to assess the
recoverability of the carrying value of remaining goodwill. We engaged a
third-party to assist in the determination of the fair value of the reporting
unit.

The results of our test indicated that no impairment existed; however, the
estimated fair value of the Global Ecommerce reporting unit exceeded its
carrying value by less than 20%. The determination of fair value relied on
internal projections developed using numerous estimates and assumptions that are
inherently subject to significant uncertainties. These estimates and assumptions
included revenue growth, profitability, cash flows, capital spending and other
available information. The determination of fair value also incorporated a
risk-adjusted discount rate, terminal growth rates and other assumptions that
market participants may use. Changes in any of these estimates or assumptions
could materially affect the determination of fair value and the associated
goodwill impairment assessment. Potential events and circumstances that could
have an adverse effect on our estimates and assumptions include, but are not
limited to, declining revenue, our inability to grow volumes, gain additional
economies of scale and improve profitability, continued increases in costs and
rising interest rates.

The goodwill balance related to the Global Ecommerce reporting unit at June 30,
2022 was $339 million. We will continue to monitor and evaluate the carrying
value of goodwill for this reporting unit, and should facts and circumstances
change, a non-cash impairment charge could be recorded in the future.

Regulatory Matters

There have been no significant changes to the regulatory matters disclosed in our 2021 Annual Report.

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