What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-24 compared with 2020-02-27 · 15 added, 56 removed, 30 unchanged (70% of the section changed)

1 unchanged sentence

Stock Exchange Information

The common stock of Conduent Incorporated began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT".

The common stock of Conduent 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, where it remains listed under the ticker "CNDT".

Common Shareholders of Record

Refer to Item 6.

Selected Financial Data – Five Years in Review for common shareholders of record at year-end, which is incorporated here by reference.

There were 24,475 shareholders of record as of January 31, 2021.

Conduent Common Stock Dividends

4 unchanged sentences

Sales of Unregistered Securities During the Quarter Ended December 31, 2020

Securities Authorized for Issuance Under Existing Equity Compensation Plans

CNDT 2020 Annual Report

SELECTED FINANCIAL DATA

FIVE YEARS IN REVIEW

(in millions, except per-share and common shareholders of record data)

2019 2018 2017 2016 2015

Revenues $ 4,467 $ 5,393 $ 6,022 $ 6,408 $ 6,662

Income (loss) income from continuing operations (1)

(1,934) (416) 177 (983) (336)

Net income (loss) (1)

(1,934) (416) 181 (983) (414)

Per-Share Data

Income (loss) from continuing operations

Basic $ (9.29) $ (2.06) $ 0.82 $ (4.85) $ (1.65)

Diluted (9.29) (2.06) 0.81 (4.85) (1.65)

Net income (loss) attributable to Conduent

Basic (9.29) (2.06) 0.84 (4.85) (2.04)

Diluted (9.29) (2.06) 0.83 (4.85) (2.04)

Financial Position

Working capital $ 409 $ 767 $ 1,342 $ 515 $ (867)

Total Assets 4,514 6,680 7,548 7,709 9,058

Consolidated Capitalization

Current portion of long-term debt $ 50 $ 55 $ 82 $ 28 $ 24

Long-term debt 1,464 1,512 1,979 1,913 37

Total Debt (2)

1,514 1,567 2,061 1,941 61

Series A preferred stock 142 142 142 142 n/a

Conduent shareholders' equity/former parent investment (3)

1,300 3,222 3,529 3,288 5,162

Total Consolidated Capitalization $ 2,956 $ 4,931 $ 5,732 $ 5,371 $ 5,223

Selected Data and Ratios (4)

Common shareholders of record at year-end (4)

25,660 26,226 26,936 n/a n/a

Book value per common share (4)

$ 6.60 $ 15.68 $ 16.77 n/a n/a

Year-end common stock market price (4)

$ 6.20 $ 10.63 $ 16.16 n/a n/a

Cash dividends paid - preferred stock, $80/per share $ 10 $ 10 $ 10 $ — $ —

(1) The 2019 amounts include goodwill impairment charge of approximately $2.0 billion.

Refer to Note 8 – Goodwill and Intangible Assets, Net to the Consolidated Financial Statements included in Item 8 of this Form 10-K for further discussion.

(2) Includes finance lease obligations.

Refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies and Note 11 – Debt to the Consolidated Financial Statements included in Item 8 of this Form 10-K for a discussion concerning finance lease obligations.

(3) The amount for 2015 represents former parent company's investments.

(4) Common stock of Conduent Incorporated began trading on the NYSE on January 3, 2017;

therefore, selected data and ratios are not available for years prior to 2017.

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

Information about securities authorized for issuance under existing equity compensation plans is incorporated by reference from Item 12—Securities Authorized for Issuance Under Existing Equity Compensation Plans.

CNDT 2020 Annual Report

QUARTERLY RESULTS OF OPERATIONS (Unaudit ed)

SELECTED FINANCIAL DATA

In accordance with amendments to Regulation S-K effective February 10, 2021, we have elected to early apply the guidance allowing for the omission of selected financial data for each of the five prior fiscal years.

QUARTERLY RESULTS OF OPERATIONS (Unaudited)

(in millions, except per-share data) First

4 unchanged sentences

Costs and Expenses 1,102 1,080 1,054 1,066 4,302

1,496 2,231 1,112 1,734 6,573

(Loss) Income before Income Taxes (338) (1,119) (14) (635) (2,106)

Loss before Income Taxes (51) (64) (13) (11) (139)

Income tax (benefit) expense (2) (13) (6) — (21)

Net (Loss) Income $ (308) $ (1,029) $ (16) $ (581) $ (1,934)

Earnings (Loss) per Share (2) :

Net Loss $ (49) $ (51) $ (7) $ (11) $ (118)

Loss per Share (2) :

Basic $ (0.24) $ (0.25) $ (0.04) $ (0.07) $ (0.61)

2 unchanged sentences

Costs and Expenses (1)

(Loss) Income before Income Taxes (54) 54 (252) (143) (395)

1,496 2,231 1,112 1,734 6,573

Loss before Income Taxes (338) (1,119) (14) (635) (2,106)

Income tax (benefit) expense (30) (90) 2 (54) (172)

Net (Loss) Income $ (50) $ 11 $ (237) $ (140) $ (416)

Earnings (Loss) per Share (2) :

Net Loss $ (308) $ (1,029) $ (16) $ (581) $ (1,934)

Loss per Share (2) :

Basic $ (1.49) $ (4.94) $ (0.09) $ (2.76) $ (9.29)

3 unchanged sentences

Refer to Note 9 – Goodwill and Intangible Assets, Net to the Consolidated Financial Statements included in Item 8 of this Form 10-K for further discussion.

(2) The sum of quarterly earnings per share may differ from the full-year amounts due to rounding, or in the case of diluted earnings per share, because securities that are anti-dilutive in certain quarters may not be anti-dilutive on a full-year basis.

(2) The sum of quarterly loss per share may differ from the full-year amounts due to rounding.

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 5. Market for Registrant’s Common Equity