What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-17 · 36 added, 22 removed, 132 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and its Chief Financial Officer, with the assistance of other members of management, have evaluated 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 of December 31, 2021.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

31 unchanged sentences

2022 valuation allowance for deferred tax assets

$ 144,367 $ 7,155 $ — $ 151,522

2020 valuation allowance for deferred tax assets

$ 151,522 $ (29,305) (a) $ — $ 122,217

2021 valuation allowance for deferred tax assets

$ 125,158 $ 8,639 (a) $ — $ 133,797

$ 144,367 $ 7,155 (b) $ — $ 151,522

2020 valuation allowance for deferred tax assets

$ 133,797 $ 10,570 (b) $ — $ 144,367

2022 reserve for uncollectible accounts

1 unchanged sentence

2021 reserve for uncollectible accounts

$ 537 $ (537) (b) $ — $ —

$ — $ 322 $ — $ 322

2020 reserve for uncollectible accounts

$ 693 $ (156) (b) $ — $ 537

(a) The increase was primarily necessary to maintain a full, or near full, valuation allowance against our state deferred tax assets and deferred tax assets for certain subsidiaries in France as well as a non-wholly owned subsidiary in the United States and the United Kingdom.

(b) The decrease relates to the write-off of a previously recorded reserve during 2019.

$ 537 $ (537) (c) $ — $ —

(a) The decrease was primarily related to the decrease in Pennsylvania state tax rate.

(b) The increase was primarily necessary to maintain a full, or near full, valuation allowance against our state deferred tax assets and deferred tax assets for certain subsidiaries in France as well as a non-wholly owned subsidiary in the United States and the United Kingdom.

(3) Exhibits.

1 unchanged sentence

Exhibit Description

*3.1 Amended and Restated Articles of Incorporation of InterDigital, Inc.

("InterDigital") (Exhibit 3.1 to InterDigital's Current Report on Form 8-K filed on June 7, 2011).

*3.2 Amended and Restated Bylaws of InterDigital (Exhibit 3.1 to InterDigital's Current Report on Form 8-K filed on January 30, 2015).

*3.1 Amended and Restated Articles of Incorporation of InterDigital (Exhibit 3.1 to InterDigital's Current Report on Form 8-K filed on June 7, 2011).

*3.2 Amended and Restated Bylaws of InterDigital (Exhibit 3.1 to InterDigital's Current Report on Form 8-K filed on July 15, 2022).

*4.1 Specimen Stock Certificate of InterDigital (Exhibit 4.3 to InterDigital's Quarterly Report on Form 10-Q filed on April 28, 2011).

*4.2 Description of InterDigital's Securitie s ( Exhibit 4.2 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2020) .

*4.3 Indenture, dated June 3, 2019, between InterDigital and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to InterDigital's Current Report on Form 8-K filed on May 29, 2019).

*4.2 Description of InterDigital's Securities (Exhibit 4.2 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2020).

*4.4 Indenture, dated May 27, 2022, between InterDigital, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to InterDigital's Form 8-K filed on May 27, 2022).

*4.5 Form of 2.00% Senior Convertible Note due 2024 (included in Exhibit 4.1 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

*4.6 Form of 3.50% Senior Convertible Note due 2027 (included in Exhibit 4.1 to InterDigital’s Current Report on Form 8-K filed on May 27, 2022).

23 unchanged sentences

†*10.21 2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Restricted Stock Unit Awards (Exhibit 10.1 to InterDigital, Inc.'s Current Report on Form 8-K filed on July 9, 2018).

†*10.22 2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Stock Option Awards (Exhibit 10.2 to InterDigital, Inc.'s Current Report on Form 8-K file d on July 9, 2018).

†*10.22 2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Stock Option Awards (Exhibit 10.2 to InterDigital, Inc.'s Current Report on Form 8-K filed on July 9, 2018).

†*10.23 2017 Equity Incentive Plan, Form of Agreement for Time-Based Restricted Stock Unit Awards (revised October 2018) (Exhibit 10.3 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018).

4 unchanged sentences

Employment-Related Agreements

†10.27 F orm of Indemnity Agreement between InterDigital and certain of its directors and executive officers .

†#10.28 Executive Agreement between InterDigital International, LLC and Eeva Hakoranta, dated June 2, 2020 .

Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (Exhibit 10.

2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021 ).

†*10.30 Retirement & Transition Agreement and Release, dated March 16, 2021 , by and between InterDigital and W illiam J.

Merritt, ( Exhibit 10.1 to InterDigital's Q uarterly Report on Form 10-Q filed on May 6, 2021).

†10.27 Form of Indemnity Agreement between InterDigital and certain of its directors and executive officers (Exhibit 10.27 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2021).

†*#10.28 Executive Agreement between InterDigital International, LLC and Eeva Hakoranta, dated June 2, 2020 (Exhibit 10.28 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2021).

Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021).

†*10.30 Retirement & Transition Agreement and Release, dated March 16, 2021, by and between InterDigital and William J.

Merritt, (Exhibit 10.1 to InterDigital's Quarterly Report on Form 10-Q filed on May 6, 2021).

†*10.31 Retirement & Transition Agreement and Release, dated October 19, 2021, by and between InterDigital and Richard L.

Gulino (Exhibit 10.31 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2021).

†*#10.32 Offer Letter between InterDigital, Inc.

and Rajesh Pankaj dated June 16, 2022 (Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Other Material Contracts

1 unchanged sentence

*10.34 Form of Warrant Transaction Confirmation (Exhibit 10.3 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

*10.35 Purchase Agreement, dated May 24, 2022, between InterDigital, Inc.

and BofA Securities Inc.

and Jefferies LLC, as representatives of the several initial purchasers named therein (Exhibit 10.1 to InterDigital's Form 8-K filed on May 27, 2022).

*10.36 Form of Convertible Note Hedge Transaction Confirmation (Exhibit 10.2 to InterDigital's Current Report on Form 8-K filed on May 27, 2022).

*10.37 Form of Warrant Transaction Confirmation (Exhibit 10.3 to InterDigital's Current Report on Form 8-K filed on May 27, 2022).

*10.38 Form of Unwind Agreement (Exhibit 10.4 to InterDigital's Form 8-K filed on May 27, 2022).

21 Subsidiaries of InterDigital.

31 unchanged sentences

February 15, 2023

/s/ Derek Aberle

Derek Aberle, Director

February 15, 2023

Gillman, Director

17 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