UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM SD
_________________________
Specialized Disclosure Report
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Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware 1-3579 06-0495050
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
World Headquarters
3001 Summer Street
Stamford, Connecticut 06926-0700
(Address of principal executive offices) (Zip Code)
Sylvain Combet, Director, Sustainability and Environment, Health and Safety
(203) 892-1921
(Name and telephone number, including area code, of the person to contact in
connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is
being filed, and provide the period to which the information in this form
applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the
reporting period from January 1 to December 31, 2023.
Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal
year ended ____________.
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Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
In accordance with Section 1502 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Act") and Rule 13p-1 under the Securities
Exchange Act of 1934 (the "Rule"), Pitney Bowes Inc. (the "Company") has
determined that it is subject to the reporting requirements under the Act and
the Rule and that certain products that Pitney Bowes manufactured or
contracted to manufacture during calendar year 2023 contain "conflict
minerals" as defined in the Rule (in the form of gold and the derivatives
tantalum, tin and tungsten) necessary to the functionality or production of
those products. The Company has undertaken a reasonable inquiry into the
country of origin of the conflict minerals in our products to assess whether
any of those conflict minerals originated in the Democratic Republic of Congo
or an "adjoining country" as defined in the Rule or were "conflict minerals
from recycled or scrap sources" as defined in the Rule. Our inquiry and due
diligence activities are described in the Conflict Minerals Report attached
hereto as Exhibit 1.01.
Conflict Minerals Disclosure
A copy of Pitney Bowes Inc.'s Conflict Minerals Report filed for the calendar
year ended December 31, 2023 is publicly available at
http://www.pitneybowes.com/us/our-company/corporate-responsibility
.
Item 1.02 Exhibit
Pitney Bowes Inc.'s Conflict Minerals Report for the calendar year ended
December 31, 2023 is filed as Exhibit 1.01 hereto.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 - Exhibits
Item 3.01 Exhibits
Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of
this Form.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pitney Bowes Inc. (Registrant)
/s/ Lauren Freeman-Bosworth
Lauren Freeman-Bosworth
Dated: May 24, 2024 Executive Vice President, General Counsel and Corporate Secretary
3
Exhibit 1.01
Pitney Bowes Inc. Conflict Minerals Report
(as required by Item 1.01 and 1.02 of Form SD)
Pitney Bowes Inc. ("Pitney Bowes," "we," "us," "our," or the "Company")
submits this report pursuant to Rule 13p-1 and Form SD (the "Rule")
promulgated under the Securities Exchange Act of 1934 and adopted by the
Securities and Exchange Commission pursuant to Section 1502 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the "Act"). This report
describes the inquiry the Company undertook to obtain information from
internal and external sources to ascertain whether any Pitney Bowes product
contains tantalum, tin, tungsten, or gold ("Conflict Minerals" or "3TG") that
originated in the Democratic Republic of the Congo or adjoining countries, as
defined in the Act (collectively, the "Covered Countries"), and the due
diligence Pitney Bowes conducted on the source and chain of custody of such
minerals. This report covers parts and products manufactured or contracted to
manufacture by the Company in the 2023 calendar year. Based on our inquiry, we
have found that Conflict Minerals are necessary to the functionality or
production of some of our products manufactured or contracted to manufacture
in 2023 ("2023 products").
1. Product Description
Based on our due diligence, we determined that Conflict Minerals were
necessary to the functionality or production of various products from our
hardware product offerings list, which includes a varied array of equipment
that processes direct mail and/or enables transactional mail management and
analytics that we manufactured or contracted to manufacture in 2023.
Some examples of these products include: postage meters, low-/medium-/high-volum
e mailing systems that can weigh, seal and apply postage to envelopes;
inserters; folders; mail openers; tabbers; scales; printers; accessories;
lockers; and peripherals.
2. Reasonable Country of Origin Inquiry
We conducted a reasonable country of origin inquiry ("RCOI") to determine
whether any of the necessary Conflict Minerals in the 2023 products originated
in the Covered Countries or were from recycled or scrap sources. To make this
determination, we focused on engaging our direct suppliers to identify the
smelters and refiners of necessary Conflict Minerals that may have been
contained in the 2023 products and that are recognized by the Responsible
Mineral Initiative ("RMI") to be processors of Conflict Minerals, and
reviewing available information on the sourcing of Conflict Minerals by these
smelters and refiners.
As a downstream company, we are several levels removed from mining minerals.
We did not buy any minerals directly from mines, smelters, or refiners for use
in the 2023 products. We requested data from our Surveyed Suppliers (as
defined below) on the smelters or refiners of necessary Conflict Minerals that
may have been contained in the 2023 products, which we used for this reporting
period to identify the potential countries of origin of 3TG processed by those
smelters or refiners. For a list of these potential countries of origin,
please refer to Appendix A.
Many of the Surveyed Suppliers identified all of the smelters and refiners
potentially associated with all of their product offerings and did not always
limit the information provided to products supplied to Pitney Bowes. Thus,
Pitney Bowes is unable to confirm whether necessary 3TG metals contained in
the 2023 products in fact originated in any of the countries listed in
Appendix A.
Our due diligence activities are further described in this report.
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3. Pitney Bowes' Due Diligence Framework
A.
Overview
We designed our due diligence to conform, in all material respects, with the
framework set out in the "Due Diligence Guidance for Responsible Supply Chains
of Minerals from Conflict-Affected and High-Risk Areas" and related
Supplements on Tin, Tantalum and Tungsten and on Gold ("OECD Guidance"),
published by the Organisation for Economic Cooperation and Development (the
"OECD"). Since Pitney Bowes does not buy Conflict Minerals directly from
mines, smelters or refiners, we must rely on our suppliers to provide us with
information regarding the source of the Conflict Minerals contained in the
products and parts those suppliers provide to us. Our direct suppliers are
similarly reliant upon information provided by their suppliers. Accordingly,
we have designed our due diligence to leverage the due diligence tools
developed by RMI, including a supplier survey based on RMI's Conflict Minerals
Reporting Template, which is designed to help companies identify the smelters
and refiners that process the Conflict Minerals in a company's supply chain.
We have incorporated the following five-step, risk-based approach to 3TG due
diligence based on OECD Guidance into the design of our Conflict Minerals due
diligence program:
. establish and maintain appropriate internal management systems
to identify and manage the 3TG in our global supply chain;
. identify and assess any risks associated with the use of 3TG in our supply
chain by obtaining and evaluating 3TG sourcing information from suppliers;
. design and implement a strategy to respond
to 3TG risks in our supply chain;
. supporting independent auditing of smelter
and refiner due diligence practices; and
. report publicly on supply chain due diligence.
In an effort to continue to identify and mitigate any risk that the use of 3TG
in our products going forward may benefit armed groups in the Covered
Countries, we have incorporated the relevant aspects of the OECD Guidance (as
summarized in the sections that follow) into our risk management program for
product stewardship requirements (including Conflict Minerals).
B.
Development of an Internal, Strong Management System
i. High-level management oversight
In order to provide effective management support for, and high-level
escalation of issues relating to, the Company's overall supply chain due
diligence efforts (inclusive of Conflict Minerals), we formed two
cross-functional teams: the Environmental Product Compliance Team (the
"Product Compliance Team") and the Environmental Committee (the "Environmental
Committee").
The Product Compliance Team is comprised of representatives from Procurement,
Supply Chain, Quality, Engineering, Environmental Health and Safety ("EHS"),
and Global Product Line Management and other support groups. This team is
responsible for assisting the Company in meeting the requirements of global
product-compliance regulations.
The Environmental Committee is comprised of a group of cross-functional
leaders from Procurement, Supply Chain, Quality, Engineering, EHS, Legal, and
Global Product Line Management, and oversees the work of the Product
Compliance Team. The Environmental Committee is tasked with providing guidance
regarding environmental product compliance, authorizing the financial and
human resources needed for product compliance, and enforcing corrective action
measures within Company operations and within our supply chain. Members of the
Environmental Committee report potential issues and company risks to the
Company's senior executives, as well as in connection with the Enterprise Risk
Management review process.
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ii. Pitney Bowes' Conflict Minerals policy and procedures
Our established conflict minerals policy guides our communications with and
expectations for suppliers regarding Conflict Minerals. It is the Company's
goal that we will not knowingly manufacture or contract to manufacture
products that include Conflict Minerals that originate from the Covered
Countries, unless they were processed by smelters and refiners that are
certified as conformant with the Responsible Minerals Assurance Process (RMAP)
or an equivalent cross-recognized standard or came from recycled or scrap
sources. We communicate our expectation that our Surveyed Suppliers source
products, parts and components from socially responsible sources and conduct
reasonable due diligence on their supply chains in an effort to assure that
Conflict Minerals are not knowingly sourced from the Covered Countries unless
they were processed by smelters and refiners that are conformant with the RMAP
or came from recycled or scrap sources.
We have adopted and periodically review certain procedures and maintain the
following steps regarding our use of 3TG:
. Describe our Conflict Minerals and other product
compliance requirements in our Supplier Code of Conduct;
. Incorporate the requirement that
suppliers must meet Section 1502(e)(4)
of the Dodd Frank Act into our engineering
standards and specifications;
. Include supplier requirements with respect to products
containing 3TG in our Quality Assurance audit templates;
. Incorporate consideration of Conflict Mineral issues
within the Pitney Bowes Product Review Process;
. Periodically update and distribute to all suppliers
our contractual language regarding certification
that 3TG from Covered Countries is conflict
free or came from recycled or scrap sources;
. Annually publish Conflict Minerals information
on our website and in our ESG Report;
. Include Conflict Minerals in Enterprise Risk Management
meetings to ensure regular review by our management;
. Include review of Conflict Minerals supply
chain data and related processes in
the Company's standardized environmental
compliance reviews of key suppliers;
. Complete training classes through our learning
management system and via video-conference
and in person classes in order to educated
relevant employees, where necessary;
. Educate suppliers and other partners regarding Conflict
Minerals during business reviews, where necessary;
. Require Surveyed Suppliers to complete
surveys with the goal of identifying the
smelters and refineries used to process
Conflict Minerals in their supply chain;
. Maintain internal policies, written
procedures, tools and training to ensure
effective implementation of our
Conflict Minerals management program;
. Track and report supplier data in a product
compliance information database; and
. Manage a supplier escalation protocol to ensure consistent and thorough
management of unresponsive suppliers when needed - this protocol documents our
supplier engagement and how we interact with unresponsive suppliers or
suppliers who provide incomplete, questionable, or indeterminable information.
iii. Pitney Bowes' system of controls and transparency over the 3TG supply
chain
As part of the Company's broader requirement that our suppliers provide us
with accurate and complete information relating to the sources of all
substances contained in any product, part or component they provide to us, we
require that Surveyed Suppliers provide us with information on Conflict
Minerals contained in such products, parts, or components.
Surveyed Suppliers who fail to respond to our request for data are subject to
additional evaluation to determine whether further engagement or escalation is
necessary.
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iv. Pitney Bowes' engagement with suppliers
The Company has multiple methods to encourage our suppliers to commit to our
policies requiring responsible supplier operations. We have communicated our
Conflict Minerals requirements to our suppliers and other product stewardship
requirements, as applicable, to our global supply chain. In connection with
our data collection efforts, we have explained to our suppliers our
requirement that they conduct their operations as socially responsible
suppliers. In addition, our supplier form contract language includes
compliance with our Conflict Minerals efforts. Our supplier contracts have
long contained provisions giving us the right to conduct audits of supplier
sites and to request documentation to confirm the supplier's compliance with
our policies and contractual requirements. Our Surveyed Suppliers have
received information regarding Conflict Minerals requirements and completion
of our product compliance database.
v. Pitney Bowes' Company-level grievance mechanism
For many years, Pitney Bowes has maintained an Ethics Help Line which is
available toll-free, 24 hours a day, seven days a week. The Ethics Help Line
is operated by an outside firm and enables employees, clients and others to
make inquiries and report concerns about potential violations of Company
policy or the law, in many languages, without fear of retaliation. Anyone can
contact the Ethics Help Line to report any concerns about Conflict Minerals
that may be contained in our products.
C.
Identification and Assessment of Risk in Our 3TG Supply Chain
In order to determine if products manufactured or contracted to manufacture by
Pitney Bowes contain 3TG sourced from Covered Countries, we sought out
industry best practices, reviewed current guidance from various associations
such as the OECD, and reviewed information published by external experts to
assess how other multinational corporations approach Conflict Minerals
compliance.
Working with outside consultants, we developed a Conflict Minerals survey
based on the RMI's Conflict Minerals Reporting Template and guidance from the
RMI. To determine which suppliers need to complete the survey, we identify the
suppliers involved in the supply chain of the products we manufacture or
contracted to manufacture and then remove from consideration for the survey
any suppliers of products that either do not contain tin, tantalum, tungsten
or gold, or otherwise supplied equipment that is outside the scope of the
Rule. We send the Conflict Minerals survey to the
remaining suppliers (the "Surveyed Suppliers"). We ask the Surveyed Suppliers
to respond with certain information, including their Conflict Minerals
policies, usage of 3TG, the smelters and refiners of Conflict Minerals in
their supply chains, and the country of origin of the 3TG they used.
The Surveyed Suppliers are asked to attest to the accuracy of their survey
responses. The Product Compliance Team monitors supplier responses and
contacts the Surveyed Suppliers who submit incomplete responses or who fail to
respond. We request updated submittals from the Surveyed Suppliers that submit
responses with a less than 75% response rate from their supply chain and
suppliers that list smelters with inaccurate information.
We collect and track the survey responses in our product compliance database
for consolidation, validation, and further analysis. We also generate periodic
status reports to track and review our progress in data collection and
evaluate which suppliers need additional help in completing the survey.
D.
Strategy for Responding to Identified Risks in Our 3TG Supply Chain
When a Surveyed Supplier reports using a smelter in its supply chain listed as
"non-conformant" in the most recent RMAP list, the Product Compliance Team
reaches out to the supplier to first confirm the smelter's status, then asks
for the supplier's plan to address this situation. Based on this initial
discussion, the Product Compliance Team works with our Procurement and Legal
departments to determine an appropriate engagement strategy. This engagement
could include requesting that the supplier encourage any non-conformant
smelter to participate in the RMAP, requiring the supplier to implement a risk
management plan, or other actions. In the event that a supplier does not make
efforts to comply with our requests, this process may ultimately result in
disengagement of the supplier. Pitney Bowes recognizes that the intent of
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the Rule is not to stop commercial ties with smelters and refiners sourcing
Conflict Minerals from the DRC or adjoining countries, but to ensure that
these minerals are being responsibly sourced and are not directly or
indirectly financing or benefitting armed groups in those countries.
Disengagement of suppliers is therefore a measure of last resort following
efforts to engage with suppliers to ensure responsible sourcing.
E.
Support for Independent Third-Party Audits of 3TG Supply Chain Due Diligence
Since we do not have direct relationships with smelters or refiners, we did
not perform direct audits of these entities' supply chains of Conflict
Minerals. However, we supported the development and implementation of smelter
and refinery sourcing audits conducted by independent third parties and
industry groups, such as the RMI's RMAP, through our conflict minerals policy
and expectations regarding responsible sourcing of minerals from the Covered
Countries.
F.
Annual Reporting on 3TG Supply Chain Due Diligence
As explained above, we publish Conflict Minerals information on our website
and in our ESG Report annually. We also report annually on our due diligence
through our Conflict Minerals Report filed with the U.S. Securities and
Exchange Commission.
4. Due Diligence Measures Undertaken for the 2023 Products
The Company continued its program of conducting supply chain due diligence and
risk assessment on supplier sources of 3TGs as described in Section 1 (Pitney
Bowes' Due Diligence Framework) above. For this reporting period, we sent the
survey to 39 suppliers. Information included in responses and updated
submittals received from Surveyed Suppliers through April 2024
have been included in this report. We also reported the findings and
information gathered through our inquiry and due diligence to Pitney Bowes
senior management.
As described above, the Product Compliance Team monitored responses from the
Surveyed Suppliers and contacted Surveyed Suppliers who submitted incomplete
responses or who failed to respond so that we could understand what was
preventing them from submitting a full and final attestation regarding their
product line. The Product Compliance Team also reviewed the data from the
product compliance database to determine which Surveyed Suppliers had data
gaps, had raised questions or had not been responsive. Any Surveyed Suppliers
that were considered non-responsive or higher risk were escalated to
designated internal teams and management for further evaluation as they were
identified.
Based on our due diligence for the 2023 products, our suppliers identified a
total of 396 potential eligible smelters or refiners in their supply chains
that are also identified as smelters or refiners of 3TG in RMI's Smelter
Reference List in the Conflict Minerals Reporting Template:
268 of these 396 smelters, or 67.7%, are listed as "Conformant" with the RMAP
as of April 2024
8 of these 396 smelters, or 2.0%, are listed as "Active" with RMAP as of April
2024
120 of these 396 smelters, or 30.0%, are not listed as conformant or active
with RMAP as of April 2024
Based on the information provided by the Surveyed Suppliers, Pitney Bowes
believes that potential countries of origin for the 3TG contained in our
products include the countries listed in Appendix A. As noted above, many of
the Surveyed Suppliers identified all of the smelters and refiners potentially
associated with all of their product offerings and did not always limit the
information provided to products supplied to Pitney Bowes. Thus, Pitney Bowes
is unable to confirm whether necessary 3TG metals contained in the 2023
products in fact originated in any of the countries listed in Appendix A.
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5. Future Actions to Further Minimize Any Risk of Conflict Minerals
Benefitting Armed Groups
The Company will continue to request information from our supply chain in
order to meet the requirements of the Rule. Where there is reason to believe
that a supplier is not adopting a Conflict Minerals policy or providing the
necessary data to us, we will work with the supplier to address the issue. In
the event of continued supplier deficiencies, we will consider appropriate
measures including, if appropriate, termination of our relationship with a
supplier.
6. Publication
We have made public our activities related to Conflict Minerals in our
Environmental, Social, and Governance ("ESG") Report and have posted this
Conflict Minerals Report to our website at https://www.pitneybowes.com/us/our-co
mpany/esg/environmental-sustainability.html
.
1
1
References to our website and information available through this website are
not incorporated by reference herein unless otherwise noted.
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APPENDIX A
Countries of Origin
Based on the data reported by the Surveyed Suppliers as of April 2024,
potential countries of origin for 3TG processed by smelters or refiners may
include (but are not necessarily limited to):
Albania
Andorra
Angola
Argentina
Armenia
Australia
Austria
Azerbaijan
Belarus
Belgium
Benin
Bermuda
Bolivia
Botswana
Brazil
Bulgaria
Burkina Faso
Burundi
Cambodia
Canada
Central African Republic
Chile
China
Colombia
Congo
Czech Republic
Democratic Republic of Congo
Djibouti
Dominican Republic
Ecuador
Egypt
El Salvador
Eritrea
Estonia
Ethiopia
Finland
Georgia
Ghana
Guinea
Guyana
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Hong Kong
Hungary
India
Indonesia
Ireland
Israel
Italy
Ivory Coast
Japan
Kazakhstan
Korea
Kyrgyzstan
Laos
Liechtenstein
Lithuania
Luxembourg
Madagascar
Malaysia
Mexico
Mongolia
Morocco
Mozambique
Myanmar
Namibia
Netherlands
New Zealand
Niger
Nigeria
Norway
Panama
Papua New Guinea
Peru
Philippines
Poland
Portugal
Russian Federation
Rwanda
Saudi Arabia
Sierra Leone
Singapore
South Africa
Spain
Sudan
Suriname
Sweden
Switzerland
Taiwan
Tanzania
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Thailand
Turkey
United Arab Emirates
Uzbekistan
Vietnam
Zambia
Zimbabwe