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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 35 added, 87 removed, 185 unchanged (40% of the section changed)

19 unchanged sentences

OTHER INFORMATION

On February 23, 2021, the Company further modified the compensation arrangement of the Company’s Chief Executive Officer, Clifford Skelton, as reflected in that letter agreement entered into between the Company and Mr.

Skelton (the “2021 Letter Agreement”).

In connection with such modification, the Compensation Committee of the Board of Directors set the salary of Mr.

Skelton at $775,000 per annum.

Skelton is eligible to participate in the Company’s Annual Performance Incentive Plan at a target level of 135% of his salary with a potential payout range between zero and 200% of target.

Skelton will also be eligible to participate in the Company’s Long Term Incentive Plan (“LTIP”), which is payable in equity.

His LTIP target annual award increased from $3,000,000 to $4,000,000.

The foregoing description of the 2021 Letter Agreement is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the 2021 Letter Agreement which is filed as Exhibit 10.6(d)(iii) to this Annual Report on Form 10-K and incorporated herein by reference.

Other than the terms set forth in the 2021 Letter Agreement, Mr.

Skelton’s employment terms remain the same as set forth in Mr.

Skelton ’ s existing letter agreements as previously disclosed by the Company.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Annual Report.

CNDT 2020 Annual Report

EXECUTIVE COMPENSATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CNDT 2021 Annual Report

Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” under “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.

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The information regarding director independence is incorporated herein by reference to the subsections entitled “Corporate Governance” and “Director Independence” in the section entitled “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.

PRINCIPAL AUDITOR FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the section entitled “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm” in our 2022 Proxy Statement.

1 unchanged sentence

Index to Financial Statements filed as part of this report:

• Report of Independent Registered Public Accounting Firm;

• Report of Independent Registered Public Accounting Firm (PCAOB ID:

▪ Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2021;

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Financial Statement Schedules:

CNDT 2020 Annual Report

▪ Schedule II–Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2021.

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(b) Management contracts or compensatory plans or arrangements listed that are applicable to the executive officers named in the Summary Compensation Table which appears in the Registrant's 2022 Proxy Statement or to our directors are preceded by an asterisk (*).

CNDT 2021 Annual Report

Valuation and Qualifying Accounts

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Deductions and other, net of recoveries (3)(4)

Allowance for Losses:

Allowance for Credit Losses:

2021 Accounts Receivable $ 2 $ 1 $ — $ ( 3 ) $ —

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Document and Location

2.1 Separation and Distribution Agreement, dated as of December 30, 2016, by and between Xerox Corporation and Conduent Incorporated.

Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated January 3, 2017.

(See SEC File Number 001-37817).

3.1 Restated Certificate of Incorporation of Registrant as of December 23, 2016.

4 unchanged sentences

(See SEC File Number 001-37817).

4.1(a) Indenture, dated as of December 7, 2016, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated December 9, 2016.

(See SEC File Number 001-37817).

4.1(b) First Supplemental Indenture, dated as of January 9, 2018, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee.

Incorporated by reference to Exhibit 4.1(a) to the Registrant's Quarterly Report on Form 10-Q dated August 8, 2018.

(See SEC File Number 001-37817).

4.1(c) Second Supplemental Indenture, dated as of June 1, 2018, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee.

Incorporated by reference to Exhibit 4.1(b) to the Registrant's Quarterly Report on Form 10-Q dated August 8, 2018.

(See SEC File Number 001-37817).

4.1(d) Third Supplemental Indenture, dated as of June 1, 2018, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee.

Incorporated by reference to Exhibit 4.1(c) to the Registrant's Quarterly Report on Form 10-Q dated August 8, 2018.

(See SEC File Number 001-37817).

4.1(e) Fourth Supplemental Indenture, dated as of June 1, 2018, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee .

Incorporated by reference to Exhibit 4.1(d) to the Registrant's Quarterly Report on Form 10-Q dated August 8, 2018.

(See SEC File Number 001-37817).

4.1(f) Fifth Supplemental Indenture, dated as of July 12, 2018, among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and U.S.

Bank National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated July 12, 2018.

4.1 Indenture, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Business Services International, B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 4.4(g) to Registrant’s Quarterly Report on Form 10-Q dated November 4, 2021.

(See SEC File Number 001-37817).

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(See SEC File Number 001-37817)

10.1(a) Credit Agreement, dated as of December 7, 2016, among Conduent Incorporated, Xerox Business Services, LLC, Affiliated Computer Services International B.V., Conduent Finance, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 9, 2016.

(See SEC File Number 001-37817).

CNDT 2020 Annual Report

10.1(b) Amendment No.

1 to Credit Agreement, dated as of April 1, 2017, among Conduent Incorporated, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Affiliated Computer Services International B.V., Conduent Finance, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.

as Administrative Agent.

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 11, 2017.

(See SEC File Number 001-37817).

10.1(c) Amendment No.

2 to Credit Agreement, dated as of October 10, 2017, among Conduent Incorporated, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Affiliated Computer Services International B.V., Conduent Finance, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.

as Administrative Agent.

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated October 10, 2017.

(See SEC File Number 001-37817).

10.1(d) Amendment No.

3 to Credit Agreement, dated as of June 28, 2018, among Conduent Incorporated, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Affiliated Computer Services International B.V., Conduent Finance, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A.

as Administrative Agent.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 28, 2018.

(See SEC File Number 001-37817).

10.1(e) First Incremental Agreement, dated as of January 3, 2017, among JPMorgan Chase Bank, N.A., as Administrative Agent and Xerox Business Services, LLC.

Incorporated by reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K dated March 10, 2017.

10.1 Credit Agreement, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 10.6(f) to Registrant’s Quarterly Report on Form 10-Q dated November 14, 2021.

(See SEC File Number 001-37817).

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(See SEC File Number 001-37817).

*10.6(a)(ii) Form of Restricted Stock Unit Award Agreement 2018 under the PIP, dated as of October 1, 2017.

*10.6(a)(ii) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vi) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

CNDT 2021 Annual Report

*10.6(a)(iii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vii) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6(a)(iii) Form of Performance Stock Unit Award Agreement 2018 under the PIP, dated as of October 1, 2017.

Incorporated by reference to Exhibit 10.6(a)(viii) to the Registrant's Quarterly Report on Form 10-Q dated May 9, 2018.

*10.6(a)(iv) Registrant’s 2021 Performance Incentive Plan (“ 2021 PIP”).

Incorporated by reference to Annex A to Registrant’s Proxy Filing on Schedule 14 dated April 9, 2021.

(See SEC File Number 001-37817).

CNDT 2020 Annual Report

*10.6(a)(iv) Form of Restricted Stock Unit Award Agreement 2019 under the PIP.

Incorporated by reference to Exhibit 10.6(a)(ix) to the Registrant's Annual Report on Form 10-K dated February 28, 2019.

*10.6(a)(v) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(x) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(v) Form of Performance Stock Unit Award Agreement 2019 under the PIP.

Incorporated by reference to Exhibit 10.6(a)(x) to the Registrant's Annual Report on Form 10-K dated February 28, 2019.

*10.6(a)(vi) Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xi) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(vii) Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xii) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(viii) Form of Agreement for Non-Employee Directors under 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xiii) to the Registrant’s Quarterly Report on form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(b)(i) Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”).

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(See SEC File Number 001-37817).

*10.6(a)(vi) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vi) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6(a)(vii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vii) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6.(c) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.

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*10.6(d)(iii) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(e) Letter Agreement dated September 6, 2016 between Xerox Corporation and Brian Webb-Walsh regarding compensation arrangements.

Incorporated by reference to Exhibit 10.13 to Registrant’s Amendment No.

4 to Form 10 dated October 21, 2016.

Incorporated by reference to Exhibit 10.6(d)(iii) to the Registrant’s Annual Report on Form 10-K dated February 24, 2021.

(See SEC File Number 001-37817).

*10.6(e) Letter Agreement dated May 5, 20 2 1 between Conduent Incorporated and Stephen Wood regarding compensation arrangements.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 5, 2021.

(See SEC File Number 001-37817).

*10.6(f) Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S.

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(See SEC File Number 001-37817).

CNDT 2021 Annual Report

*10.6(g) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz .

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31(a) Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) .

CNDT 2020 Annual Report

31(b) Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) .

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Clifford Skelton

Principal Financial Officer:

/S/ BRIAN WEBB-WALSH

Executive Vice President and Chief Financial Officer

Brian Webb-Walsh

Principal Accounting Officer:

Principal Financial and Accounting Officer:

/s/ STEPHEN WOOD

Vice President, Corporate Controller and Principal Accounting Officer

Executive Vice President, Chief Financial Officer and Principal Accounting Officer

/s/ HUNTER GARY

12 unchanged sentences

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 9A. Controls and Procedures