What changed in this filing

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Item 1A. Risk Factors

2023-11-01 compared with 2023-08-02 · 31 added, 3 removed, 10 unchanged (77% of the section changed)

1 unchanged sentence

Reference is made to the Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

Below is an addition to our risk factors as previously reported on our Annual Report on Form 10-K for the year ended December 31, 2022.

Supplemental Risk Factor

In light of the launch the share repurchase program approved by our Board of Directors on May 16, 2023, we are supplementing the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 22, 2023, to include the following risk factor:

Below are additions to our risk factors as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

Supplemental Risk Factors

In light of the launch the share repurchase program approved by our Board of Directors on May 16, 2023 and entering into a Custodial Transfer and Asset Purchase Agreement to transfer our BenefitWallet health savings account and medical savings account portfolio on September 18, 2023, we are supplementing the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 22, 2023, to include the following risk factors:

We cannot guarantee that our stock repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.

6 unchanged sentences

Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value.

We have made and may continue to make divestitures, as well as acquisitions, investments and joint ventures, all of which involve numerous risks and uncertainties.

We have divested and may in the future divest certain assets or businesses, including businesses that are no longer a part of our ongoing strategic plan.

For example, on September 18, 2023, the Company, by and through its wholly owned subsidiary, Conduent Business Services, LLC, entered into a Custodial Transfer and Asset Purchase Agreement with HealthEquity, Inc., to transfer the Company’s BenefitWallet’s health savings account and medical savings account portfolio.

Divestitures require a significant investment of time and resources and involve significant risks and uncertainties, including:

• inability to find potential buyers on favorable terms;

• failure to effectively transfer liabilities, contracts, facilities and employees to buyers;

• requirements that we retain or indemnify buyers against certain liabilities and obligations;

• the possibility that we will become subject to third-party claims arising out of such divestiture;

• challenges in identifying and separating the intellectual property, systems and data to be divested from the intellectual property, systems and data that we wish to retain;

• inability to reduce fixed costs previously associated with the divested assets or business;

• challenges in collecting the proceeds from any divestiture;

• disruption of our ongoing business and distraction of management;

• loss of key employees who leave us as a result of a divestiture;

• if customers or partners of the divested business do not receive the same level of service from the new owners, or the new owners do not handle the customer data with the same level of care, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.

CNDT Q3 2023 Form 10-Q

Divestitures may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which would adversely affect our financial results.

Additionally, we may selectively pursue strategic acquisitions, investments and joint ventures.

We also may enter into relationships with other businesses to expand our products or our ability to provide services.

Acquisitions, investments and joint ventures similarly pose a number of risks and potential disruptions that could adversely affect our reputation, operations or financial results, including:

expansion into new markets and business ventures;

the diversion of management’s attention to the acquisition and integration of acquired operations and personnel;

being bound by acquired customer or vendor contracts with unfavorable terms;

and potential adverse effects on a company’s operating results for various reasons, including, but not limited to, the following items:

the inability to achieve financial targets;

the inability to achieve certain integration expectations, operating goals, and synergies;

costs incurred to exit current or acquired contracts or restructuring activities;

costs incurred to service acquisition debt, if any;

and the amortization or impairment of acquired intangible assets.

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-Q

Item 1A. Risk Factors