Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management's Responsibility for Financial Statements
Management is responsible for the integrity and objectivity of all information presented in this Annual Report on Form 10-K. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company's financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accountants, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent registered public accountants. The independent registered public accountants and internal auditors have access to the Audit Committee.
Disclosure Controls and Procedures
The Company’s management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Conduent Incorporated, including our consolidated subsidiaries, and was accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the above evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this Form 10-K.
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Changes in Internal Control over Financial Reporting
In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
10b5-1 Plans
During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding our executive officers required by Item 10 of Part III is set forth in Item 1 of Part I "Business–Information About Our Executive Officers." The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election of Directors” in our definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, for our 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"). The 2024 Proxy Statement is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2023.
If applicable, the information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated herein by reference to the section entitled “Delinquent Section 16(a) Reports" of our 2024 Proxy Statement.
The information required by this Item regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Board of Directors and Board Committees” in our 2024 Proxy Statement.
We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer (the "Finance Code of Conduct"). The Finance Code of Conduct can be found on our website at: https://www.conduent.com/corporate-governance/ethics-and-compliance/. Information concerning our Finance Code of Conduct can be found under "Corporate Governance" in our 2024 Proxy Statement and is incorporated here by reference. 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item included under the following captions in our 2024 Proxy Statement is incorporated herein by reference: “Compensation Discussion and Analysis” (including the “Summary Compensation Table”, “Grants of Plan-Based Awards in 2023”, “Outstanding Equity Awards at 2023 Fiscal Year-End”, “Option Exercises and Stock Vested in 2023”, “Potential Payments upon Termination or Change in Control”, and “Compensation Committee Report” subsections), “Annual Director Compensation” and “Compensation Committee Interlocks and Insider Participation”.The information included under the heading “Compensation Committee Report” in our 2024 Proxy Statement is incorporated herein by reference; however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” in our 2024 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” in our 2024 Proxy Statement. 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 2024 Proxy Statement.
ITEM 14. 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 2024 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1. Index to Financial Statements filed as part of this report:
• Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 );
▪ Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2023;
▪ Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2023;
▪ Consolidated Balance Sheets as of December 31, 2023 and 2022;
▪ Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023;
▪ Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended December 31, 2023;
▪ Notes to the Consolidated Financial Statements; and
▪ All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.
2. Financial Statement Schedules:
▪ Schedule II–Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2023.
3. The exhibits filed herewith are set forth in the exhibit Index included herein.
(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 2024 Proxy Statement or to our directors are preceded by an asterisk (*).
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SCHEDULE II
Valuation and Qualifying Accounts
For the three years ended December 31, 2023
(in millions) Balance
at beginning
of period Additions
charged to
expense (1)(4)
Amounts (credited) charged to other income statement accounts (2)
Deductions and other, net of recoveries (3)(4)
Balance
at end
of period
Allowance for Credit Losses:
2023 Accounts Receivable $ — $ — $ — $ — $ —
2022 Accounts Receivable — — — — —
2021 Accounts Receivable 2 1 — ( 3 ) —
Tax Valuation Allowance:
2023 Tax Valuation 102 9 — ( 11 ) 100
2022 Tax Valuation 82 34 — ( 14 ) 102
2021 Tax Valuation 83 10 — ( 11 ) 82
__________
(1) Account Receivables/Contract Assets: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.
(2) Account Receivables: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.
(3) Account Receivables/Contract Assets: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.
(4) Tax Valuation: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit No. Filing Date
2.1 Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of September 18, 2023.
8-K 2.1 9/19/2023
3.1 Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016.
8-K 3.1 12/23/2016
3.2 Amended and Restated By-Laws of Registrant as amended through October 31, 2023.
10-Q 3.2 11/1/2023
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.
10-Q 4.4(g) 11/4/2021
4.2 Description of Securities.
10-K 4.2 2/26/2020
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.
10-Q 10.1 11/14/2021
10.2(a) Joinder Agreement to Agreement, dated December 31, 2016, among Conduent Incorporated, Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn.
8-K 10.6(f) 1/3/2017
10.2(b) Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn.
Amend-
ment 1 to Form 10 10.6 8/15/2016
10.3(a) Exchange Agreement dated October 27, 2016 by and among Darwin A. Deason, Conduent Incorporated and Xerox Corporation.
Amend-
ment 5 to Form 10 10.14 10/28/2016
10.3(b) Shareholders Agreement dated December 18, 2018 by and between Darwin Deason and Conduent Incorporated.
8-K 10.1 12/18/2018
*10.4(a)(i) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.
10-Q 10.6(a)(vi) 5/8/2020
*10.4(a)(ii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.
10-Q 10.6(a)(vii) 5/8/2020
*10.4(a)(iii) Registrant’s 2021 Performance Incentive Plan (“2021 PIP”).
DEF 14A Annex A 4/9/2021
*10.4(a)(iv) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.
10-Q 10.6(a)(x) 8/5/2021
*10.4(a)(v) Form of Performance Stock Unit Award Agreement 2021 ( " Revenue Metric " ) under the 2021 PIP.
10-Q 10.6(a)(xi) 8/5/2021
*10.4(a)(vi) Form of Performance Stock Unit Award Agreement 2021 ( " Share Hurdle Metric " ) under the 2021 PIP.
10-Q 10.6(a)(xii) 8/5/2021
*10.4(a)(vii) Form of Restricted Stock Unit Award Agreement 2022 under the 2021 PIP
10-Q 10.6(a)(ix) 5/3/2022
*10.4(a)(viii) Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP
10-Q 10.6(a)(x) 5/3/2022
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*10.4(a)(ix) Form of Agreement for Non-Employee Directors under 2021 PIP.
10-Q 10.6(a)(xiii) 8/5/2021
*10.4(a)(x) Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”).
Registration Statement on Form S-8 (No. 333-215361) 4.4 12/29/2016
*10.4(a)(xi) Form of Restricted Stock Unit Award Agreement 2023 under the 2021 PIP.
10-Q 10.6(a)(i) 5/3/2023
*10.4(a)(xii) Form of Performance Stock Unit Award Agreement 2023 (Revenue Growth) under the 2021 PIP.
10-Q 10.6(a)(ii) 5/3/2023
*10.4(a)(xiii) Form of Performance Stock Unit Award Agreement 2023 (rTSR) under the 2021 PIP.
10-Q 10.6(a)(iii) 5/3/2023
*10.4(b) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.
8-K 10.1 8/28/2017
*10.4(c)(i) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.
8-K 10.6(h) 5/28/2019
10.4(c)(ii) Letter Agreement dated August 6 , 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.
8-K 10.6(j) 8/7/2019
*10.4(c)(iii) Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.
10-K 10.6(e)(ii) 2/26/2020
*10.4(c)(iv) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.
10-K 10.6(d)(iii) 2/24/2021
*10.4(d) Letter Agreement dated May 5, 2021 between Conduent Incorporated and Stephen Wood regarding compensation arrangements.
8-K 10.1 5/5/2021
*10.4(e) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz .
10-K 10.6(i) 2/26/2020
*10.4(f) U.S. Executive Severance Policy, as amended
10-Q 10.1 8/2/2022
*10.4(g) Form of Director and Officer Indemnification Agreement
10-Q 10.1 11/1/2023
19 Insider Trading Policy
X
21 List of subsidiaries of Registrant.
X
23 Consent of PricewaterhouseCoopers LLP.
X
31(a)
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
31(b)
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
32** Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
X
97 Conduent Incorporated Compensation Recoupment Policy, effective as of October 31, 2023
X
101 The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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* Indicates management contract or compensatory plan or arrangement.
** Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONDUENT INCORPORATED
/s/ CLIFFORD SKELTON
Clifford Skelton
Chief Executive Officer
February 21, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
February 21, 2024
Signature
Title
Principal Executive Officer:
/s/ CLIFFORD SKELTON
Chief Executive Officer and Director
Clifford Skelton
Principal Financial and Accounting Officer:
/s/ STEPHEN WOOD
Executive Vice President, Chief Financial Officer and Principal Accounting Officer
Stephen Wood
/s/ HUNTER GARY
Director
Hunter Gary
/s/ KATHY HIGGINS VICTOR
Director
Kathy Higgins Victor
/s/ SCOTT LETIER
Director and Chairman of the Board
Scott Letier
/s/ JESSE LYNN
Director
Jesse Lynn
/s/ STEVEN MILLER
Director
Steven Miller
/s/ MICHAEL MONTELONGO
Director
Michael Montelongo
/s/ MARGARITA PALÁU-HERNÁNDEZ
Director
Margarita Paláu-Hernández
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