What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-02-24 compared with 2020-02-27 · 281 added, 247 removed, 103 unchanged (84% of the section changed)

In this Form 10-K, unless the content otherwise dictates, "Conduent", the "Company", "we" or "our" mean Conduent Inc.

and its consolidated subsidiaries.

As one of the largest business process services companies in the world, Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for our clients and the millions of people who count on them.

Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, Conduent's services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth.

A majority of Fortune 100 companies and over 500 government entities depend on Conduent every day to manage their business processes and essential interactions with their end-users.

Conduent's commercial portfolio includes leading solutions in attractive markets such as end-user customer experience management, transaction processing services, commercial healthcare and human resource and learning services.

For example, Conduent is a leading provider of medical bill review.

In 2019, Conduent processed over 28 million medical bills and saved customers over $17 billion.

Conduent serves a vast range of the public sector including market leading transportation and government solutions.

For example, Conduent’s systems support 11 million traveler transactions per day via electronic tolling and process over 40% of Supplemental Nutrition Assistance Program (SNAP) payments on behalf of government entities.

In this Form 10-K, unless the content otherwise dictates, "Conduent", the "Company", "we" or "our" mean Conduent Incorporated and its consolidated subsidiaries.

As one of the largest business process services companies in the world, we deliver mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for our clients and the millions of people who count on them.

Through people, process, expertise in transaction-intensive processing and technology such as analytics and automation, our services and solutions create value by improving efficiencies, reducing costs and enabling revenue growth.

A majority of Fortune 100 companies and over 500 government entities depend on us every day to manage their business processes and essential interactions with their end-users.

With roots as one of the original pioneers in global business process outsourcing, we bring deep and diversified expertise across a broad range of industry segments.

Our commercial portfolio includes leading solutions in attractive markets such as end-user customer experience management, transaction processing services, healthcare and human resource and learning services.

For example, we are a leading provider of medical bill review.

In 2020, we administered bill review for 50% of the workers compensation medical claims in the U.S resulting in $16 billion of savings on behalf of our clients.

We serve a vast range of the public sector including market leading transportation and government solutions including payments and eligibility.

For example, our systems process over 55% of Supplemental Nutrition Assistance Program (SNAP) payments on behalf of government entities.

We create value for our clients through efficient global service delivery combined with a personalized and seamless experience for the end-user.

We apply our expertise, technology and innovation to continually modernize our offerings for improved customer and constituent satisfaction and loyalty, increased process efficiency and rapid response to changing market dynamics.

Conduent Incorporated is a New York corporation, organized in 2016.

With approximately 63,000 associates globally as of December 31, 2020, we provide differentiated services to medium and large businesses and governments around the world.

Conduent is a New York corporation, organized in 2016.

Our common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT".

In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".

With approximately 67,000 employees globally as of December 31, 2019, we provide differentiated services to clients spanning medium and large businesses and governments around the world.

In the third quarter of 2019, management and the Board of Directors jointly commenced a strategic and operational review of the Company and each line of business.

Each of the lines of business were evaluated across multiple factors including competitive positioning, financial performance, investment needs, market scarcity and execution risk, among others.

The Company’s transformation plan and perspective on allocating capital amongst its business units changed as a result of this review.

Our Strategic Focus

Our vision is to become the leading business services partner of choice for businesses and governments globally.

Through our dedicated associates, we deliver mission-critical services and solutions on behalf of businesses and governments, creating valuable outcomes for our clients and the millions of people who count on us.

To achieve this mission and purpose, we are focused on delivering outcomes simultaneously across three dimensions:

Growth, Efficiency and Quality.

Our strategy is designed to deliver value by creating profitable growth, expanding operating margins, focusing on process efficiencies, and deploying a disciplined capital allocation strategy.

We have identified specific execution strategies across Growth, Efficiency and Quality.

Our opportunity for growth comes from understanding our clients’ businesses, strengthening our relationships, and driving valuable outcomes for our clients that enable them to reduce costs, improve efficiencies and grow their businesses.

To capitalize on the growth opportunities, we are focused on the following strategies:

• Sales Performance Optimization :

In 2019, we centralized sales activities under a Chief Revenue Officer and have been making steady investments in sales training and process improvements.

We continue to

CNDT 2020 Annual Report

Our Transformation

We continue to focus on transformation and optimization throughout the business.

We have seen tremendous optimization from our real estate consolidation efforts.

Going forward, we intend to transform the business through an intense focus on Growth, Quality, and Efficiency – utilizing a programmatic, project management approach.

We are intent on hiring and organizing top-talent, instituting and instilling processes and investing in and upgrading our technology.

We are using a deliberate process that identifies the biggest gaps and then prioritizes actions to ensure success.

In 2019, we hired a Chief Revenue Officer and re-organized our sales team.

We centralized the sales executives from the business delivery operations.

Previously, the sales and delivery organizations were co-mingled.

We believe isolating sales executives to a single organization with a sole purpose of selling will enable the team to benefit from increased focus and shared sales knowledge transfer.

Additionally, we simplified our go-to-market strategy to align our focus on solution-based selling.

We are taking a very client-centric approach to strengthen our relationships, better understand our clients' businesses and proactively respond to or pre-empt our clients' needs.

We are examining the entire “sales to service continuum” to improve our performance and have launched a client retention program.

We are measuring success in “Growth” through revenue retention and new business signings, among other metrics.

In 2019, we continued to improve processes and procedures to address our technology infrastructure and our client delivery.

We hired new executive leadership in the technology organization and continued the consolidation process of our data centers.

We are also establishing a new and a more centralized command center to boost proactive management and monitoring of infrastructure incidents.

We believe these changes will provide stability and a streamlined delivery of services to our clients and their end-users.

In addition to optimizing the quality and stability of our service delivery, we continue to invest to upgrade our solutions to enable exceptional outcomes for our clients and their end-users as we work to standardize the service delivery processes.

We are measuring success in “Quality” by service level agreement performance, severity 1 outages, and client satisfaction.

• Efficiency:

We continue to find ways to reduce costs via increased efficiencies.

We are implementing standardized processes and a singular operating model across the business, which we believe will eliminate silos and improve our leadership across the company.

We believe greater efficiencies will be driven through simplified, standardized processes and a motivated workforce.

We continue to find efficiencies from the ongoing consolidation of our data centers and real estate footprint.

We are making steady progress in reshaping our culture and are investing in associate engagement programs as well as improvements to our work environments across our global locations.

We are measuring success in “Efficiency” by associate retention and adjusted earnings before interest, depreciation and amortization (EBITDA) margin, among other metrics.

improve client responsiveness and increase sales coverage, including in international markets.

We are providing our sales team with regular training tailored for their roles, streamlined processes, and implemented systems to equip them with modern tools that enable them to perform their jobs more efficiently and effectively.

In 2020, we began efforts to enhance our delivery by bringing standardization in core services, creating efficiencies through automation and optimizing our cost structure by shifting to a shared services model.

The dedication and expertise of our employees have resulted in Conduent serving a majority of Fortune 100 companies, including:

• 17 of top 20 health plans,

• 6 of top 10 pharma companies,

• 6 of top 10 automakers, and

• 9 of top 10 U.S.

• Cross-Sell and Bundling Opportunities :

Our sales organization is seeking to exploit cross-selling opportunities across our roster of clients, leveraging our portfolio of market-leading services and solutions, including customer care, finance and accounting services and human resources and learning services.

Specific sales enablement training, marketing campaigns and sales incentive structures are being created to enable this initiative.

• Offering Development :

We have augmented our portfolio of services and solutions with innovative technology capabilities, including data analytics, robotic process automation (RPA) tools and machine learning capabilities, to create differentiated, high-value services for our clients and penetrate attractive market segments.

As we improved our quality and efficiency, our clients have renewed contracts with us and given us more work in adjacent service lines, and we’ve gained new clients who have put their trust in us.

We have also had a significant improvement in our client Net Promotor scores for the second year in a row.

Driving our clients’ success has fueled our success.

We are measuring more immediate success in “Growth” through revenue retention and new business signings, among other metrics.

These changes have already started bearing fruit with new business signings increasing by 94% in 2020 compared to 2019.

We continue to find ways to reduce costs and deliver more effectively via increased efficiencies.

We have simplified and standardized our operating model by removing redundant management layers and implementing more robust processes to enable faster decision-making and greater transparency.

In addition, we aim to unlock further efficiencies through the following strategies:

• Automation :

We will continue to invest in embedding automation capabilities into operations, including document processing and intelligent virtual assistant customer care tools.

Artificial intelligence and machine learning algorithms will complement RPA tools by improving processes through pattern recognition.

Additionally, we are exploiting synergies from sharing and coordinating automation capabilities across our various lines of business.

• Technology Consolidation :

We are identifying and rationalizing duplicative technology systems across our lines of business.

Centralizing technology systems will drive economies of scale, amplify the impact of investments, and will create consistent, resilient service delivery.

• Delivery Optimization :

We are exploring several delivery optimization opportunities such as identifying common activities across our businesses and delivering them via shared service models, exploiting new staffing models including work for home and flexible “gig worker” models, and optimizing our geographic footprint.

We responded with agility to clients’ shifting needs and received positive client feedback for our services and proactivity throughout the COVID-19 pandemic.

We are measuring success in “Efficiency” by associate retention and improved adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) margin, among other metrics.

CNDT 2020 Annual Report

Our clients count on consistent, high-quality service delivery.

We have made significant progress in reducing incidents, improving operational stability, and significantly boosting client confidence and satisfaction by focusing on the following strategies:

• Proactive, Real time Monitoring of Applications and Service Performance :

We are investing in artificial intelligence and machine learning technologies to proactively monitor and prevent incidents.

In 2020, we opened a state-of-the-art global IT command center in Sandy, UT to deliver more seamless and reliable service to our global clients.

• Data Center Optimization :

We are standardizing our technology footprint to improve performance and lower costs.

As part of this, we have launched a data center optimization program to consolidate our multiple data centers into a select few.

• Improve End User Experience :

We are improving user interface/user experience across our offerings by introducing self-service tools, launching mobile apps and leveraging analytics to create deeper insights.

Our focus on quality is leading to improved client confidence and satisfaction.

We are measuring success in “Quality” by indicators such as service level agreement performance, technology incident rates, and client satisfaction.

Investments Strategy :

To achieve our business goals, we will invest in a disciplined manner, focused on allocating capital and investing to meet the needs of our clients and support our pivot to growth.

Our balanced investment approach falls into three broad categories:

• Opportunities to optimize, where we have significant scale and where we believe that with process improvements, automation, and an investment into the current offerings, we can improve the end-user experience, reduce our cost of delivery, expand our margins, and further capture additional “share”.

Examples such as high-volume outbound print and mail services and contact center services fit in this category.

• Opportunities to enhance, where we have strong client relationships and a long history of servicing the markets we operate in, legacy technology that needs to be refreshed or modernized.

Examples such as benefit management services in the government sector for healthcare, unemployment insurance and child support fit into this category.

• Opportunities to expand, where we believe we have the permission to play and win, and we see the payback as more significant than the other businesses.

These businesses, augmented with new capabilities, perhaps supplemented by modest acquisitions, will address market dynamics, and provide additional growth opportunities.

Our Healthcare and Transportation businesses are expansion opportunities.

Our Market Opportunity

We estimate our addressable market size in the global business process service industry at over $200 billion in 2019, according to third party industry reports, and we are a leader across several segments of this large, diverse and growing market.

Providing business process services is complex and multi-faceted with services that span many industries.

Ongoing competitive pressures and increasing demand for further productivity gains have motivated businesses to outsource elements of their day-to-day operations to accelerate performance and innovation.

As a result, our clients have become more focused on their core businesses and the range of outsourced activities has expanded greatly.

We estimate our addressable market size in the global business process service industry to be over $200 billion in 2020, according to third-party industry reports.

We consider ourselves to be a leader across several segments of this large, diverse and growing market by providing business process services spanning many industries.

Ongoing competitive pressures and increasing demand for further productivity gains have motivated businesses and government organizations to outsource elements of their day-to-day operations to accelerate performance and innovation.

As a result, our clients have become more focused on their core businesses and the range of outsourced activities has expanded.

Increasing globalization has also required many companies to optimize cost structures to retain competitiveness and business process services have become a key component of this strategy.

The ongoing shift to next-generation software and automation technologies is driving greater demand for, and expectation of, efficiency and personalization by the constituents and customers of the businesses and governments we serve.

Addressing these business and operational challenges is necessary for business process services companies to capitalize on these trends.

In addition, business process services have the potential to meaningfully enhance productivity for businesses and governments and satisfaction for their customers and constituents.

Business process services that streamline operational processes have the potential to meaningfully enhance productivity for businesses and governments and improve satisfaction for their customers and constituents.

CNDT 2020 Annual Report

We organize, manage and report our businesses through three reportable segments (Commercial Industries, Government Services and Transportation), Other operations and Shared IT / Infrastructure & Corporate Costs.

Our Commercial Industries is our largest segment, with $2.4 billion in revenues in 2019, representing 53.4% of our total revenues.

Across the Commercial Industries segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and their consumers and employees.

Our Government Services segment revenue for 2019 was $1.3 billion, representing 28.3% of our total revenues.

This segment provides government-centric business process services to U.S.

federal, state and local governments for public assistance program administration, transaction processing and payment services.

We organize, manage and report our business through three reportable segments:

Commercial Industries:

Our Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries.

Our Commercial Industries segment is our largest segment, with segment revenue for 2020 of $2.2 billion, representing 52% of our total revenues.

Government Services:

Our Government Services segment provides government-centric business process services to U.S.

federal, state, local and foreign governments for public assistance, health services, program administration, transaction processing and payment services.

Our solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

Our Transportation segment revenue for 2019 was $0.8 billion, representing 17.5% of our total revenues.

This segment provides systems and support, as well as revenue-generating services, to government clients in 25 countries.

On behalf of government agencies and authorities in the transportation industry, we deliver mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Other represents our divestitures, our Student Loan business, which the Company exited in the third quarter of 2018.

In 2019, Other accounted for $38 million or 0.8% of total revenues, which was mainly from the portfolio of select standalone customer care contracts sold in February 2019.

Refer to Note 4 – Divestiture to the Consolidated Financial Statements for additional information regarding this sale.

Shared IT / Infrastructure & Corporate Costs includes both normal ongoing IT infrastructure costs and costs related to modernization of a significant portion of our infrastructure with new systems and processes and consolidation of our data centers as part of our transformation initiatives.

It also includes costs related to corporate overhead functions and shared real estate costs.

These costs are not allocated to the reportable segments.

We expect that our transformation initiatives will provide greater strategic and operational flexibility and efficiency and better control of our systems and processes.

There is a risk, however, that our modernization efforts and data center consolidations could materially and adversely disrupt our operations.

Refer to Part I, Item 1A – Risk Factors of this Form 10-K for additional information.

Government Services segment revenue for 2020 was $1.3 billion, representing 31% of our total revenues.

Transportation:

Our Transportation segment provides systems and support, as well as revenue-generating services, to government clients.

On behalf of government agencies and authorities in the transportation industry, we deliver mission-critical public safety, mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Transportation segment revenue for 2020 was $719 million, representing 17% of our total revenues.

We present segment financial information in Note 3 – Segment Reporting to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K, which is incorporated herein by reference.

Our Service Offerings

Our portfolio of business process services includes a combination of industry-specific and cross-industry services.

We have subject matter experts who are responsible for implementing each of these services, delivering service excellence to clients, ensuring best practices to improve cost competitiveness, innovating our next generation offerings and supporting worldwide sales.

Commercial Industries

Our solutions and services include end-user customer experience, transaction processing, commercial healthcare and human resource and learning services.

• End-User Customer Experience (EUCE)

◦ We offer a range of services that help our clients support their end-users.

This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance.

We also provide multi-channel communication support (both print and digital) across a range of industries.

Our solutions and services include Customer Experience Management (CXM), Business Operations Solutions (BOS), Commercial Healthcare Solutions and Human Resources & Learning Services (HRLS).

• Customer Experience Management

◦ We deliver a full range of customer contact services, including customer care, technical support, loyalty management, and outbound and inbound sales.

Through multi-channel communications, automation, and analytics, and labor efficiencies, we help our clients to reduce costs, enable scale and drive revenue growth and efficiencies.

We serve marquee clients across multiple sectors including financial services, health & life sciences, manufacturing & automotive, aerospace & defense, consumer goods, retail, technology & telecom, travel, transportation, and hospitality sectors.

In 2020, we handled 196 million contact center interactions.

The CXM business generally generates income on a per call, per call center employee, or per percentage of sales made basis.

• Business Operations Solutions

CNDT 2020 Annual Report

• Transaction Processing Solutions (TP)

◦ We help our clients improve communications with their customers and constituents, whether it is on paper, on-line or through other communication channels.

By supporting our clients’ customer communication processes, we help our clients deliver a better experience to their customers and operate with improved efficiency and greater effectiveness.

◦ We offer a broad array of flexible transaction processing services that include data entry, scanning, image processing, enrollment processing, claims processing, high volume offsite print and mail services and file indexing.

Our multi-channel communication capabilities (including secure print, email, text and web) enable the delivery of personalized and targeted communications that are designed to elicit the desired response from customers or other end-users (e.g., on-time bill payment and increased marketing response rates).

Our service offerings utilize both proprietary and commercially available third-party technologies, combined with our expertise, to ensure continued quality and innovation for our clients.

◦ We also serve clients by managing their critical finance, accounting and procurement processes.

Our services include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and expense management services.

We also offer wholesale and retail lockbox services and process auto and mortgage loans in the United States.

With a global, dedicated team, we manage the core, end-to-end process areas of finance, accounting and procurement for some of the world’s most recognized brands.

• Commercial Healthcare Services (CH)

◦ In our BOS business, we help our clients to transform business processes by automating and streamlining mission-critical operations through our deep industry experience and the latest technology solutions, to drive efficiencies, improve security and enable revenue growth, while enhancing the end-user experience.

Our solutions span customer communications, document & data management, payments processing, and finance, accounting, and procurement.

We generate revenue in a variety of ways within this business.

Within the customer communication solution, our print and mail service fee is a blended rate per impression or itemized as a service and supplies rate.

We also charge to create and send electronic forms of communication, or for postage services, hosting web portals, and for data storage for future retrieval for compliance reasons.

Within the document & data management solution we generally generate revenue based on number of transactions completed.

A transaction can be the handling of an envelope, a document, a page, or a piece of paper or can be billed based on time spent working on behalf of our clients.

Within the Finance, Accounting, and Procurement (FAP) solution, we generate revenue by charging clients for Finance, Accounting & Procurement services rendered based on various methods including fixed price per employee, fixed price for all services rendered, variable price based on transactions processed, outcome based pricing based on achieving specific targeted performance and a hybrid of these pricing methods.

◦ In the BOS business, we also offer a range of Banking Operations solutions including lockbox management, check processing, and loan processing.

For these services, we generate revenue by collections charges per productive hour of employees time, licensing fees for our Loan Manager platform, charges by the number of loans received on the Blitzdocs platform (mortgage processing) and by charging a fee for each check processed, among others .

• Commercial Healthcare Solutions

◦ On behalf of the healthcare industry, we deliver administration, clinical support, and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients.

Our solutions span:

trials, sales, access, adherence and long-term differentiation solutions to pharmaceutical clients;

trials, sales, access, and adherence to pharmaceutical clients;

case management, performance management and patient safety for hospital clients;

medical bill review, care integration, subrogation and payment integrity solutions to managed care companies;

medical bill review, claims processing, care integration, subrogation and payment integrity solutions to managed care companies;

and workers compensation medical bill review, mailroom/data capture and medical management services to claims payers and third-party administrators.

• Human Resource and Learning Services (HRL)

◦ We help our clients support their employees at all stages of employment from initial on-boarding through retirement, as well as HSA administration.

We offer clients a range of customized advisory, technology and administrative services that improve the ability of employees to manage their benefits, professional development and retirement planning.

◦ We also provide clients with a simplified approach to help their employees manage their healthcare costs and accumulate wealth with tax-advantaged accounts.

We consolidate administration of all health spending accounts onto one common platform, including HSA, Health Reimbursement Arrangements, Flexible Spending Accounts and Commuter and Dependent Care Accounts.

By consolidating and integrating the management of health spending accounts, we help our clients improve benefit enrollment and account opening, consolidate customer service, simplify communications and streamline account funding and management.

As of December 31, 2019, we had approximately 1 million active HSA accounts and $2.7 billion of assets under management within our HSA offering.

◦ We are a provider of end-to-end learning services, designed to accelerate the productivity and development of our clients’ employees and extended work forces.

Our global presence, superior innovation and expertise allow us to deliver performance-based learning services tailored to our clients’ unique strategic business goals.

Our offerings include learning strategy and assessment, instructor management and learning administration.

Through our solutions provided to pharmaceutical clients, we generate revenue either based on a per employee, per transaction basis or a per resource per hour basis.

Through our workers compensation and medical bill review services, we generate revenue on a per click and outcome basis.

Through our medical bill review, claims processing, and payment integrity solutions provided to managed care companies, we generate revenue on a per member per month basis for use of our platform, as a percentage of what we collect for the provider, or a monthly or annual fee.

• Human Resources and Learning Services

◦ We provide services to help our clients support their employees at all stages of employment from on-boarding through retirement.

Our solutions span Health Savings Account Solutions, Benefits Solutions, HR & Payroll Solutions, and Learning Solutions.

On behalf of global organizations and governments, we deliver mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being.

These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent, and workforce management.

Depending on the solution, we generate revenue in a variety of ways.

For our Health Savings Account (HSA) Solutions business, we generate revenue via account fees, interchange fees on debit cards, and interest-related revenues as a result of balance fees from depository banks who hold cash deposited into the Savings Account business.

◦ As of December 31, 2020, we managed approximately 1 million active HSAs with $2.7 billion of assets under management.

In addition to managing HSAs, we manage Flexible Savings Accounts and other Notional Accounts on behalf of corporations providing incremental benefits to their employees.

Within our Benefits Solutions, we principally generate revenue based on the number of employees and retirees we support, as well as, by transaction-based pricing for transactions such as qualified domestic relations orders, Consolidated Omnibus Budget Reconciliation Act (COBRA) and Affordable Care Act

CNDT 2020 Annual Report

(ACA) administration.

Within our HR & Payroll Solutions, we generate revenue principally per client’s employee per period (month / year) pricing, with banding to address periodic variations in client employee headcount.

Within our Learning Solutions, we generate revenue principally by transaction-based pricing per unit of production along with fixed monthly governance fees.

Government Services

Our solutions and services include government health services, payment solutions, child support services, and labor workforce and general government solutions.

• Government Healthcare

◦ We provide medical management and fiscal agent care management services to Medicaid programs and federally-funded U.S.

government healthcare programs in 23 states, Puerto Rico and the District of Columbia.

Our case management solutions make it easy to process and access large volumes of digital data.

This can be used to track public health metrics (such as diseases, vitals, and birth defects), perform electronic visit verification, and more.

These services help states optimize their costs by streamlining access to care and improve patient health outcomes through population health management, while helping families in need, by improving beneficiary support.

• Payment Solutions

◦ With more than $80 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs like SNAP, commonly known as food stamps and Women, Infant and Children (WIC) as well as government-initiated cash disbursements such as child support and unemployment.

Conduent delivers electronic payments for government services in 33 states, including 106 prepaid debit card programs, 26 Electronic Benefit Transfer (EBT) programs, 13 EBT for WIC programs and 7 Electronic Child Care programs.

As part of our payment solutions, we are also a preferred partner to child support enforcement agencies nationwide, we deliver innovative services and solutions to help agencies reduce costs and improve processes.

• State and Local

◦ Child Support Services:

As a preferred partner to child support enforcement agencies nationwide, we deliver innovative services and solutions to help agencies reduce costs and improve processes.

We offer a broad set of child support services, including processing and distributing State Disbursement Units (SDUs), Child support payment cards, child care credentialing and case management, among others, to help states comply with federal standards.

◦ Labor, Workforce and Government Solutions:

We help agencies streamline onerous, paper-based tasks by turning them into efficient, digital processes.

We offer unemployment insurance, workers compensation, parks and recreation, utilities and information technology solutions (such as cloud, hosting, maintenance and operations) to all the 50 U.S.

◦ As a preferred partner to government IT clients, we leverage technology as a key mechanism for improving citizen service and cost savings.

Our solutions include:

technology infrastructure, application portfolio management, IT consulting, and other IT managed services.

Our Government solutions and services include Government Healthcare Solutions and Government Service Solutions.

• Government Healthcare Solutions

◦ We provide medical management and fiscal agent care management services, eligibility and enrollment services and support to Medicaid programs and federally funded U.S.

government healthcare programs in 29 states and the District of Columbia.

Seven of these states receive eligibility and enrollment services only.

Our services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, contact center services, application processing, premium billing, disease surveillance and outbreak management, and case management solutions.

Our case management solutions provide disease surveillance and outbreak management to make it easy to process and access large volumes of digital data.

Foreign governments also use our disease surveillance and outbreak case management solution.

This can be used to track public health metrics (such as diseases like COVID-19, vitals, and birth defects), perform electronic visit verification, and more.

These services help states, counties, and countries optimize their costs by streamlining access to care and improving patient health outcomes through population health management, while helping families in need, by improving beneficiary support.

Within the Government Healthcare Solutions business, our revenue is primarily fixed fee or variable price based on a per call or per interaction basis.

• Government Service Solutions

◦ With more than $110 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs like Supplemental Nutrition Assistance Program (SNAP), commonly known as food stamps and Women, Infant and Children (WIC) as well as government-initiated cash disbursements such as child support and Unemployment Insurance (UI).

We deliver electronic payments for government services in 33 states, including 107 prepaid debit card programs, 26 Electronic Benefit Transfer (EBT) programs, 13 EBT for WIC programs and 7 Electronic Child Care programs.

In our SNAP payments solution, we generate revenue based on the number of cases or number of card holders.

Within our UI payment solution, we generate revenue based on interchange fees and spending on cards as a percentage of transactions.

Given the increased unemployment rates in the U.S.

in 2020 as well as the federal stimulus supplemental benefits, this solution saw significantly increased activity in 2020.

◦ We also offer a broad set of child support services predominately to State Disbursement Units (SDUs), including processing and distributing payment, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards.

Within the child support solution, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development.

Transportation

On behalf of government agencies and authorities in the transportation industry, we deliver fare collection, violation management, notification, mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

Our solutions span tolling, transit, photo and parking and commercial vehicle.

On behalf of government agencies and authorities in the global transportation industry, we deliver fare collection, violation management, notification, mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

• Roadway Charging and Management Services

• Our electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements.

Our solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Our solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and

CNDT 2020 Annual Report

◦ For today’s travelers, we aim to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies.

We combine the latest in fare collection, intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.

• Photo and Parking

◦ Curbside Management:

congestion management solutions.

We generate revenue based on a combination of fixed fee and transaction-based pricing.

The transaction-based component can be per account per month, per notice mailed, per active account, per violations fees received, or per image-based transaction.

• Transit Solutions

• For today’s train, bus, subway, metro or other transit travelers, we aim to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies.

We combine the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.

Within transit we primarily generate revenue via implementation of end projects (hardware and software, maintenance services, repair and sale of spare parts), and the building and operation of fare collection systems.

• Curbside Management Solutions

• We deliver intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers.

Our curbside solutions include citation and permit administration, parking enforcement, and curbside demand management.

We collect over $850 million annually for citations and delinquent revenue collections.

◦ Public Safety:

In 2020, we processed over 6.3 million payments and collected over $525 million annually for citations and delinquent revenue collections.

We generate revenue based on violations issued, payment processing transactions, collections activities or a fixed fee for our service.

• Public Safety Solutions

• Public safety is a priority in every community, especially as budgets shrink and populations grow.

We provide data analytics, automated photo enforcement and other public safety solutions to make streets and communities safer.

One in every four US public safety enforcement systems are implemented by Conduent Transportation.

• Commercial vehicle

◦ We provide computer-aided dispatch/automatic vehicle location technology to help customers manage their fleet operations.

Our Strategies

We intend to drive portfolio focus, operating discipline, sales and delivery excellence and innovation, complemented by tightly aligned investments to achieve this mission and purpose.

Our strategy is designed to deliver value by delivering profitable growth, expanding operating margins and deploying a disciplined capital allocation strategy.

Our differentiated services and solutions improve experiences for millions of people every day.

Specific elements of our strategy include the following:

Portfolio Focus – The industries in which we operate have attractive revenue growth rates, generally in the mid-single digits.

We intend to sharpen our focus and expand our business in industries with strong growth and profitability characteristics.

We will aim to employ a disciplined approach to portfolio management to complement our competitive strengths and build depth and breadth in our core businesses.

Within the Healthcare industry, we leverage our data analytics, differentiated service offerings and industry know-how to continue to service payer, provider and core government healthcare clients.

Within the Transportation industry, we leverage our global, end-to-end platforms to continue to deliver seamless travel experiences while providing back-end transaction processing and call center services for government clients globally.

Within the Government industry, we leverage our relationships with 41 different states and various government agencies to streamline operations and improve the citizen experience.

Operating Discipline – We continue to invest in our people, processes, and technology to optimize and strengthen our services capabilities.

We plan to optimize our services capabilities and strengthen several core areas, including TP and finance and accounting services by building out our services offerings and continuing to improve our competitive strengths.

We have divested non-core assets, refocused our business towards higher margin growing segments and consolidated delivery operations to enable greater productivity.

Within TP, we continue to build industry-specific service offerings and advance inbound and outbound processing capabilities.

Within EUCE, we capitalize on our global scale, cost efficiencies and our ability to provide seamless communications between our clients and their end-users through traditional (e.g., voice) and digital (e.g .

, web, mobile and Internet of Things) channels.

Conduent’s solutions deliver exceptional outcomes for its clients, including:

• $17 billion in medical bill savings,

• $11 billion in child support payments processed more efficiently,

• up to 40% efficiency increase in HR operations, and

• up to 40% improvement in processing costs, while driving higher end-user satisfaction.

CNDT 2019 Annual Report

Sales and Delivery Excellence – We look for the opportunity to exceed expectations and strive to be the best at what we do.

Our clients are at the forefront of everything we do.

We do our best to make things simple both in the solutions we design and the way we do business.

We engage, develop and support our people.

We intend to increasingly develop our employees by investing in training, processes and systems to equip them with modern tools that enable them to perform their jobs more efficiently.

Furthermore, we plan to strengthen our sales teams through improved and optimized coverage and effective talent management.

In 2019, we centralized our sales organization to report under a single Chief Revenue Officer and are investing in providing leadership and coaching to our sales team.

The dedication and expertise of our employees have resulted in Conduent serving a majority of Fortune 100 companies, including:

• 9 of top 10 health insurers,

• 8 of 10 pharma companies,

• 6 of top 10 automakers, and

• 8 of top 10 U.S.

Innovation complemented by tightly aligned investments – We are thinking about how we invest into the business differently than before.

We intend to be disciplined in how we allocate capital and what our investments will fund.

We have designated our businesses into three categories, each with a different approach to growing the business.

• Category 1- “Optimize”:

The businesses where we will drive optimization are generally areas of significant scale and where we believe that with process optimization, automation, and an investment into the current offerings, we can improve the end-user experience, reduce our cost of delivery, expand our margins, and thus capture additional “share”.

We have identified EUCE, TP, Government Services (State, Local and Federal and Payment solutions) as businesses that fit into this category.

• Category 2- “Enhance”:

These are businesses where we see the potential to enhance our solutions and market share with modest investment.

These tend to have strong client relationships and a long history of servicing the markets we operate in, but legacy technology that needs to be refreshed or modernized.

We have identified Government Healthcare services and HRL services as businesses that fit into this category.

• Category 3- “Expand”:

These are businesses where we believe opportunities to expand our capabilities may require more meaningful investment, but we see the payback as more significant than the other businesses.

These businesses, augmented with new capabilities, perhaps supplemented by modest acquisitions, will address market dynamics and provide additional growth opportunities.

We have identified Commercial Healthcare and Transportation as businesses that fit into this category.

Our photo enforcement systems include red light, fixed and mobile speed, school bus, work zone, school zone, bus lane only, high occupancy and other enforcement systems.

The majority of our contracts within this business are fixed fee based on the number of enforced locations.

• Commercial Vehicles

◦ Although a small part of our transportation business, we provide computer-aided dispatch/automatic vehicle location technology to help customers manage their fleet operations.

Our Competitive Strengths

6 unchanged sentences

Through our portfolio of services and solutions, we have reached significant scale in our interactions including:

CNDT 2019 Annual Report

• Healthcare – U.S.

healthcare spending is expected to rise from the 17.9% of GDP in 2017 to 19.4% of GDP by 2027and is projected to grow at an average rate of 5.5% per year for 2018-2027.

As one of the most regulated industries, healthcare providers must balance increased utilization with heightened complexity and new financial pressures such as government budget challenges to significantly reduce reimbursements, reimbursement penalties for hospital readmissions and a shift from fee-for-service to “value-based” population health management.

healthcare spending is expected to rise from 17.7% of GDP in 2019 to 19.7% of GDP by 2028 and is projected to grow at an average rate of 5.4% per year for 2019-2028.

As one of the most regulated industries, healthcare providers must balance increased utilization with heightened complexity and new financial pressures such as government budget challenges to significantly reduce reimbursements, reimbursement penalties for hospital readmissions and shift from fee-for-service to “value-based” population health management.

We are widely recognized by industry analysts as a leader in healthcare payer operations, serving 17 of the top 20 U.S.

managed healthcare plans and providing administrative and care management solutions to Medicaid programs and federally funded U.S.

government healthcare programs in 23 states, Puerto Rico and the District of Columbia.

Two out of every three U.S.

government healthcare programs in 29 states and the District of Columbia.

Three out of every four U.S.

insured patients are touched by Conduent.

Conduent’s healthcare capabilities have been recognized by NelsonHall, HfS Research and Everest Group.

Conduent’s healthcare capabilities have been recognized by NelsonHall, HfS Research, KLAS and Everest Group.

• Transportation – Traffic congestion continues to increase as urbanization and changing demographics take hold globally.

As a result, optimized transportation systems are becoming critical to increase efficiency while maintaining strict safety requirements.

As a result, optimized transportation systems are becoming critical to increase efficiency while

CNDT 2020 Annual Report

maintaining strict safety requirements.

Electronic toll collection, public transit and parking all represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure.

We are an award-winning innovator in parking management.

toll services are managed by Conduent and 11 million traveler transactions go through Conduent transportation toll systems daily.

• Transaction Processing – We provide high volume print and mail services, enrollment processing and personalized and targeted marketing and communications to large corporations and are a leading provider in this market with more than 3.6 billion documents captured, indexed and classified annually.

We process 89 million invoices annually for our Finance, Accounting and Procurement clients.

• Business Operations Solutions – We provide high volume print and mail services, enrollment processing and personalized and targeted marketing and communications to large corporations and are a leading provider in this market with more than 3.3 billion documents captured, indexed and classified annually.

Global delivery expertise – Our scale and global delivery network enables us to deliver our proprietary technology, differentiated service offerings and service capabilities expertly to clients around the world.

5 unchanged sentences

Additionally, we are able to leverage our cross-industry services to bring the same scale and quality to our portfolio of industry-specific service offerings, such as healthcare claims management, employee benefits management and public transit fare collection.

Recurring revenue model supported by a loyal, diverse client base – We have a broad and diverse base of clients in countries across geographies and industries, including a majority of the Fortune 100 as well as Fortune 1,000 companies and midsize businesses and governmental entities.

Recurring revenue model supported by a loyal, diverse client base – We have a broad and diverse base of clients in countries across geographies and industries, including a majority of the Fortune 100, many Fortune 1,000 companies and midsize businesses and many governmental entities.

Our close client relationships and successful client execution support our stable recurring revenue model and high renewal rates.

Excluding our strategic decision not to renew certain contracts and the impact of divestitures, renewal rates for 2019 and 2018 were 81% and 95%, respectively.

CNDT 2019 Annual Report

Although we encounter competition in all areas of our portfolio, we lead across certain areas of our principal businesses.

We compete on the basis of technology, performance, price, quality, reliability, reputation and customer service and support.

In the current political environment in the U.S.

and other territories, we also consider our "onshore" delivery capacity to be a competitive advantage.

We participate in a highly competitive and rapidly evolving market, driven by changes in industry standards and demands of customers to become more efficient.

Although we encounter competition in all areas of our portfolio, we are a leader in many categories.

We compete on the basis of technology, performance, quality, reliability, reputation, price, and customer service and support.

We consider our "onshore", “near shore” and “offshore” delivery capabilities to be a competitive advantage.

Our competitors range from large international companies to relatively small firms.

Our competitors include:

• Large multinational service providers such as CGI Group, Accenture, Aon Hewitt, Cognizant, Hewlett-Packard Enterprise, Fidelity Information Systems, Bank of America, IBM, Teletech and Teleperformance;

• Traditional Business Process Outsourcing companies such as Genpact, ELX Services, Exela Technologies and WNS Global Services;

• Payroll processing and human capital management providers such as ADP and Paychex;

• Healthcare-focused IT and service solutions providers such as Cerner and Maximus;

• Human resource services providers such as Alight and Willis Towers Watson;

• Health Savings Account administrators such as Health Equity, HSA Bank, and WexHealth;

• Large multinational service providers such as Accenture, Aon Hewitt, Cognizant, Hewlett-Packard Enterprise, TTEC and Teleperformance;

• Traditional business process outsourcing companies such as Genpact, EXL Services and Exela

• Human resource, payroll processing and human capital management providers such as ADP, Paychex, Alight and Willis Towers Watson;

• Healthcare-focused IT and service solutions providers such as Cerner, Optum and Maximus;

• HSA administrators such as Health Equity, HSA Bank and WexHealth;

Federal focused government services such as CACI International and DXC Technology;

• Transportation multi-nationals such as Roper/TransCore, Cubic, Kapsch and Verra Mobility;

• Smaller niche business processing service providers and in-house departments that perform functions that could be outsourced to us.

• Smaller niche business processing service providers and in-house departments that perform functions that could be outsourced.

Sales and Marketing

We market our business process services to both potential and existing clients through our worldwide sales force and our business development team.

We market and sell our business process solutions and services to both potential and existing clients through our global sales and business development teams.

Additionally, we have dedicated “solution architects” who work with clients to better understand their business requirements and to develop custom-tailored solutions to meet their unique needs.

Our sales and marketing strategy is to go to market by solutions to deliver key industry-specific and cross-industry

services and solutions to our clients.

We focus on developing new prospects through market research and analysis, demand generation, renewing expiring contracts and leveraging existing client relationships to offer additional services.

We leverage our broad, cross-industry service offerings to package solutions through enterprise selling, while maintaining a disciplined approach to pricing and contracting.

Our sales efforts typically involve extended selling cycles and our deep domain and industry expertise is critical to winning new business.

Our clients include commercial businesses of many sizes and industries as well as public sector enterprises.

Our solutions help solve clients' business issues and help them achieve their desired business outcomes.

We leverage our broad portfolio of offerings and dedicated team of associates to package solutions that exactly meet clients’ needs, while taking a disciplined approach to pricing and contracting.

Our sales efforts typically involve

CNDT 2020 Annual Report

extended selling cycles where our deep domain and industry expertise is critical to winning new business.

We maintain strong relationships with our clients from initial engagement to implementation and on-going service delivery.

Intellectual Property

9 unchanged sentences

With respect to externally sourced software, we rely on contracts assuring our continued access for our business usage.

In the United States, we own 76 trademarks, which are either registered or applied for, reflecting the many businesses we participate in.

In the United States, we own 62 registered trademarks reflecting the many businesses we participate in.

These trademarks may have a perpetual life, subject to renewal every 10 years and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds.

We vigorously enforce and protect our trademarks.

CNDT 2019 Annual Report

People and Culture

We draw on the skills, expertise, and experience of our talented and diverse global workforce to deliver mission-critical services and solutions that drive exceptional client outcomes.

We have 67,000 associates in 23 countries working towards a common vision and purpose, with 44% located in North America and the remainder located primarily in our delivery centers in India, Philippines, Jamaica, Guatemala and Mexico.

We believe an engaged and motivated workforce is our most important asset, which is why we are focused on building a workplace where our people can do their best work, feel empowered to innovate and put forth new ideas and solutions and have the tools and resources they need to be successful.

We take pride in our ‘One Conduent’ culture, which is underpinned by our core values and leadership and teamwork principles.

We place a strong emphasis on teamwork and shared success – and we amplify this unity across our associate base through several programs, including employee volunteerism, diversity and inclusion programs and continuous, open and transparent two-way communication.

We have approximately 63,000 associates in 22 countries working towards a common vision and purpose, with 45% located in North America and the remainder located primarily in our delivery centers in Asia Pacific, Latin America and Caribbean, and Europe.

Our three reportable segments, Commercial Industries, Government Services and Transportation house the majority of our associates with approximately 45,000, 6,000 and 3,000 associates, respectively.

Conduent Diversity & Inclusion (D&I)

We draw strength from the diversity of our global workforce and we believe that creating an inclusive culture where all associates can bring their authentic selves to work creates value for all our stakeholders.

Conduent’s diversity and inclusion efforts are central in creating an engaging culture for all associates, providing a competitive advantage in serving our clients, and growing our business.

We furthered our commitment to D&I in several ways over the past year including naming a Global Head of Diversity and Inclusion, Walter Frye, reporting directly to our Chief Executive Officer.

Frye, who in partnership with leaders and functions across our global locations, will lead our efforts to launch new strategies that will enhance D&I practices and capabilities.

We also relaunched seven Employee Impact Groups to engage our associates, and live our core value of being open and inclusive.

As of December 31, 2020, the percentage of females in our global workforce exceeds gender parity.

Employee Learning & Development

As a services company, we believe our people are our most important asset, which is why we invest in associate growth and development programs.

We are focused on building a workplace where our people can do their best work and have access to the learning tools and resources they need to excel in their role, stay competitive and grow their skill set.

We offer our associates modern, digital world-class learning platforms that help them learn anywhere, anytime on a wide range of topics including technology, professional and business-related.

As a result, we have been successful in building a culture of continuous learning, with employees taking charge of their learning & development.

In addition to our digital platforms, employees are also provided job-specific technical training when they are onboarded and during the course of their professional journey as required.

Our learning platforms have wide adoption with about 2.47 million learning assets completed in 2020 with strong learning effectiveness scores

CNDT 2020 Annual Report

for satisfaction, skill improvement and application of learning on the job.

We also ensure that our employees complete regulatory and compliance training on topics required based on their role and geography.

Throughout the Coronavirus (or COVID-19) pandemic, the Conduent team has continued to provide critical and best-in-class services to our clients and their end users, while ensuring the health and safety of our greatest asset, our associates.

We have been extremely focused on creating the safest possible working environments for our associates.

We demonstrated our resiliency by quickly enabling approximately 75% of our employees to work from home through improved digital solutions.

We implemented stringent safety protocols at all our operational sites, including frequently and thoroughly cleaning all facilities, modifying our workspaces to allow for physical distancing, mandating face coverings, providing personal protective equipment (PPE) to associates, requiring pre-entry daily health screening, and leveraging Maven, our proprietary platform, for case management and contact tracing.

We have continued taking steps to connect our associates with resources that support their health and well-being.

Conduent associates have access to several mental health and well-being resources, including free monthly webinars through our benefits provider.

We also revised our time off policies to provide our associates more options to take time off for COVID-19 related sickness or hardships.

The feedback from our associates throughout the pandemic has been very positive, especially in terms of our efforts to provide a safe work environment.

Corporate Ethics

We operate according to our ethics and compliance program, which is designed to meet general governance and specific industry and regulatory requirements with a focus on values, culture and performance with integrity.

Conduent has a business ethics program, which is overseen by the business ethics office, and a code of business conduct (Code), which serves as the foundation of our business ethics program.

The Code sets forth our expectations for ethical leadership, performance of job responsibilities and compliance with company policies and the law.

In addition, the Code embodies and reinforces Conduent’s commitment to integrity and helps employees resolve ethics and compliance concerns consistent with operating principles and legal and policy controls.

In addition, our employees are required to complete business ethics training annually and we periodically solicit their input to gauge the state of Conduent’s ethical culture and help identify areas for improvement.

We operate according to our Ethics and Compliance Program (Program), which is focused on sustaining an ethical culture and designed to meet general governance and specific industry, regulatory, and legal requirements.

The Program is based on our core values, including personal accountability, and overseen by Conduent’s Ethics Office.

Conduent’s Code of Business Conduct (Code) is the foundation of our Program.

Our Code embodies and reinforces Conduent’s commitment to the highest standards of integrity and sets forth our expectations for ethical leadership, job performance, and compliance with the Code and Company policies.

It is designed to help associates recognize ethics and compliance issues before they arise and to deal appropriately with issues that occur.

Conduent Finance Employees are additionally required to act in accordance with our supplemental Finance Code of Conduct.

Our associates are required to complete annual business ethics training.

Conduent’s Ethics Office periodically solicits associate input to gauge our ethical culture and help identify areas for continuing improvements.

Our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board;

6 unchanged sentences

Securities and Exchange Commission (SEC) and NASDAQ rules.

Our revenues can be affected by various factors such as our clients’ demand pattern for our services, which includes peak windows for benefit enrollment and new product launch by clients.

Our revenues can be affected by various factors such as our clients’ demand patterns for our services, which includes peak windows for benefit enrollment, new product launches by clients, and busy retail and travel seasons.

Availability of Company Information

1 unchanged sentence

In the Investor Information section of our Internet website, you will find our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Proxy Statements and any amendments to these reports and statements.

We make these documents available as soon as we can after we have filed them with, or furnished them to, the SEC free of charge.

The SEC maintains an internet address (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The content on any website referred to in this Form 10-K is nor incorporated by reference in this Form 10-K unless expressly noted.

We make these documents available free of charge as soon as we can after we have filed them with, or furnished them to, the SEC.

CNDT 2020 Annual Report

The SEC maintains an internet address (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

Information about our Executive Officers

The following is a list of the executive officers of Conduent as of February 26, 2020, their current ages, their present positions and the year appointed to their present positions.

Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting of shareholders, subject to the provisions of the by-laws.

The following is a list of the executive officers of Conduent as of February 24, 2021.

Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting of shareholders, subject to the provisions of our by-laws.

Name Age Present Position Year Appointed to Present Position Conduent Officer Since

Clifford Skelton* 65 Chief Executive Officer 2019 2019

Webb-Walsh 44 Executive Vice President & Chief Financial Officer 2017 2017

Pompeo 50 Vice President & Chief Accounting Officer 2019 2019

Mark Brewer 56 Executive Vice President, Transportation & Head of Enterprise Accounts 2020 2019

Louis Keyes 53 Executive Vice President, Chief Revenue Officer 2020 2020

Michael Krawitz 51 Executive Vice President, General Counsel & Secretary 2019 2019

Mark Brewer 55 Executive Vice President & President–Public Sector 2019 2019

Mark Prout 57 Executive Vice President, Chief Information Officer 2019 2020

Webb-Walsh 45 Executive Vice President & Chief Financial Officer 2017 2017

Stephen Wood 54 Vice President, Corporate Controller 2020 2020

_____________________________

1 unchanged sentence

Each of the officers named above has been an officer or an executive of Conduent or its subsidiaries for less than five years.

As of February 24, 2021, there are no family relationships among any of the executive officers named above and any of our directors.

Skelton was appointed Chief Operating Officer of Conduent in June 2019 and Chief Executive Officer of Conduent in August 2019.

4 unchanged sentences

Skelton is a former Navy fighter pilot and served in the Navy for over 20 years.

Webb-Walsh served as the Chief Financial Officer of Xerox Services since January 2016.

Prior to this, Mr.

Webb-Walsh was Senior Vice President of Finance for the Government Healthcare Group and the Platform Development and Systems Integration Group of Xerox Services.

Webb-Walsh joined Xerox Corporation in 1997 and has held a variety of leadership positions.

Pompeo previously served as Chief Audit Executive of Conduent since 2017 and was appointed Chief Accounting Officer of Conduent in June 2019.

Prior to joining Conduent, Mr.

Pompeo was a partner and the National Chief Financial Officer (CFO) Advisory Services Leader at CohnReznick, LLP from 2015 – 2017 and served as Senior Vice President – Finance & CFO of Stuart Weitzman, Inc.

from 2013 – 2015.

He began his accounting career in the Assurance and Business Advisory Practice of PricewaterhouseCoopers, LLP.

Michael Krawitz served as Executive Vice President, General Counsel and Secretary since November 2019.

CNDT 2020 Annual Report

Brewer joined Conduent as Chief Operating Officer Transportation in June 2019 and was appointed Executive Vice President and Global Head of Public Sector in November 2019.

He became Executive Vice President, Transportation & Head of Enterprise Accounts in October 2020.

Prior to joining Conduent, he served as Senior Vice President and Managing Director of Diebold Nixdorf from 2018 to 2019.

Prior to that Mr.

Brewer was Global Vice President for DXC’s Technology, Enterprise Application and Cloud Businesses from 2016 to 2018.

He also held a variety of leadership roles at IBM Corporation for over 20 years, in Europe, Asia and the Americas.

Keyes joined Conduent as Global Head of Sales in September 2019.

He was appointed Executive Vice President, Chief Revenue Officer in December 2020.

Prior to joining Conduent, he served as Executive Vice President, Chief Sales Officer at York Risk Services from October 2017 to September 2019.

Prior to York Risk Services, he was Senior Vice President at Fiserv Inc.

between 2009 and 2017 where he led Enterprise Accounts and large sales teams.

Keyes has also held senior executive leadership roles at Hewlett-Packard Enterprise Services and Electronic Data Systems Corporation.

Michael Krawitz has served as Executive Vice President, General Counsel and Secretary since November 2019.

Prior to joining Conduent, from June 2015 to November, 2019, Mr.

2 unchanged sentences

From 1999 to 2014, Mr.

Krawitz held leadership roles in public and private companies in technology and finance sectors.

Krawitz held leadership roles in public and private companies in the technology and finance sectors.

Krawitz began his career at Fried Frank and was educated at Cornell University and Harvard Law School.

Brewer joined Conduent as Executive Vice President & President – Public Sector in June 2019.

Prior to joining Conduent, he served as Senior Vice President and Managing Director of Diebold Nixdorf from 2018 to 2019.

Prior to that Mr.

Brewer was Global Vice President for DXC’s Technology, Enterprise Application and Cloud Businesses from 2016 to 2018.

He also held a variety of Senior Executive leadership roles at IBM Corporation for over 20 years, in Europe, Asia and the Americas.

Brewer has served as a member of several boards of global companies, including IBM Australia and Softlayer, and has advised clients and boards around the world on changes that will fundamentally transform their businesses.

Prout joined Conduent as Head of Information Technology in June of 2019.

He was appointed Executive Vice President, Chief Information Officer in September 2019.

Prior to joining Conduent, between 2005 and 2019, Mr.

Prout served as Chief Technology Officer and held several IT leadership positions at Fiserv.

Prior to Fiserv, he served as CIO of Cendian Corporation.

Prout has also held various leadership positions at United Parcel Service.

Webb-Walsh has served as the Chief Financial Officer of Conduent since 2017.

He served as the Chief Financial Officer of Xerox Services between January 2016 and December 2016.

Prior to this, Mr.

Webb-Walsh was Senior Vice President of Finance for the Government Healthcare Group and the Platform Development and Systems Integration Group of Xerox Services.

Webb-Walsh joined Xerox Corporation in 1997 and held a variety of leadership positions there.

Wood has served in his current role as the Company’s Corporate Controller since August 2020 and was designated as its Principal Accounting Officer effective December 2020.

Prior to joining the Company, Mr.

Wood spent 15 years at Fiserv in finance and accounting leadership positions.

From December 2016 to May 2020, Mr.

Wood served as Vice President & Chief Financial Officer of Fiserv Output Solutions, from March 2009 to December 2016, Mr.

Wood served as Vice President & Controller over a number of different operating groups and from January 2005 to March 2009 Mr.

Wood led International Finance & Accounting operations.

Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School.

CNDT 2020 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business