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2020 Annual Report
Mission-critical Services and
Solutions for Exceptional Outcomes
Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, NJ 07932
Conduent.com
© 2021 Conduent Inc. All rights reserved.
Conduent and Conduent Agile Star are
trademarks of Conduent Inc. in the
United States and/or other countries.
Paper from responsible sources.
To My Fellow Shareholders
Cliff Skelton
We are clearly improving fi nancial
and operational performance.
2020 was a year like no other. And despite
the many challenges that we all faced –
as individuals, as a company, as a world –
we worked hard and made it a good year
for Conduent.
While Conduent was not exempt from the impact of COVID-19,
we moved quickly to ensure that our associates were safe and that
we were able to continue serving our clients and their end users.
We are now a stronger, more agile company and are improving
fi nancial and operational performance every step of the way along
our journey.
Our diversifi ed business model also served us well this past
year. Our experience in operating a robust work-from-anywhere
operation enabled us to move rapidly to continue to meet our
clients’ needs.
In 2020, we achieved the revenue targets we set prior to the start
of the pandemic, and we had very strong sales performance –
with signings of more than $1.9 billion in total contract value.
We not only kept our people safe and supported through this
challenging time, but we also increased our commitment to
making progress on Environmental, Social and Governance
initiatives in 2020, with a strong focus on Diversity and Inclusion.
We improved client relationships and drove utilization of shared
services and best practices. We worked to standardize our
governance processes and protocols for client implementations,
risk and incident management and sales and account
management. Our technology focus was on consistent, high-
quality and secure service delivery through our IT command
center, driving improvements in proactive platform monitoring
and incident management protocols. Our delivery improved
dramatically, and this is leading to a stronger market reputation.
Industry analysts and advisors are confi rming this through
support and acknowledgment in their research and rankings.
Through our dedicated associates, we deliver mission-
critical services and solutions on behalf of businesses and
governments – creating exceptional outcomes for our clients
and the millions of people who count on them.
We will drive Growth, Efficiency and Quality
though continuous improvement in our
people, processes and technology.
Our continued journey of progress builds upon our legacy as
one of the original pioneers in the business process outsourcing
space. Conduent brings deep and diversified expertise across a
broad range of industry segments, and our vision – to become
the leading business services partner of choice for businesses
and governments globally – will be achieved as a result of that
expertise. Through our dedicated associates, we deliver mission
critical services and solutions on behalf of businesses and
governments, creating valuable outcomes for our clients and the
millions of people who count on us.
Quality
Our clients count on consistent, high-quality service delivery.
We made significant progress in improving platform uptime
and operational readiness through technology investments and
new talent. We continued making progress in consolidating our
data centers into two world-class facilities, driving redundancy,
stability and agility, and we improved the client implementation
experience. These efforts significantly enhanced client confidence
and retention.
Our clients are at the heart of our mission and we are committed
to their success. We will be measured by how our clients reward
us with business resulting in Growth, how we expand our
margins through Efficiency and how we maintain and improve
that critical “ticket to play” called Quality.
Growth
We are focused on truly understanding our clients’ business,
strengthening our relationships and driving valuable outcomes
that enable them to reduce costs and improve end-user
satisfaction. Our clients have renewed contracts with us and
given us more work in adjacent service lines, and we’ve gained
new clients who have put their trust in us. Our financials
exceeded expectations on both the top line and bottom line
in 2020, and we had a significant improvement in our client
satisfaction scores for the second year in a row. Driving our
clients’ success remains pivotal to our success.
Efficiency
We have simplified and standardized our operating model,
removing unnecessary management layers and creating more
robust processes to enable greater transparency. In addition, we
drove process and technology efficiencies across our business
and centralized service delivery where it reduced cost and
improved processing time. We agilely responded to clients’
shifting needs and received positive feedback from them for our
resilient services throughout the COVID-19 pandemic.
We have more hard work ahead of us to continue our
momentum. Going forward, we will assess our diverse portfolio
and apply a differentiated investment strategy to optimize,
enhance and expand our solutions as necessary based on the
needs of our clients. We are focused on positioning Conduent for
long-term success and driving value for clients and shareholders.
None of our success in 2020 could have been possible
were it not for the dedication and resilience of our people,
who exemplify a culture of teamwork, accountability and
collaboration. Thank you for joining our Conduent team on this
journey and for your continued support. We remain excited
about what lies ahead for Conduent.
Cliff Skelton
Chief Executive Officer
Conduent Incorporated
CO N DU E N T 2020 A N N UA L R E PO RT | 1
An Essential Partner to our Clients
As one of the largest business process
services companies in the world,
Conduent works with a majority of
Fortune 100 companies and over 500
government entities every day to
manage their business processes and
essential interactions with their end
users.
Through people, process and technology
such as analytics and automation,
Conduent services and solutions create
value for our clients by improving
efficiencies, reducing costs and
enabling revenue growth while creating
streamlined and satisfying experiences
for the millions they serve.
Our Clients and the Millions of People
Who Count on Them
Transportation
Payments and Eligibility
Advancing mobility and payment
solutions that improve automation,
interoperability and decision-making
to streamline operations, increase
revenue and reduce congestion
while creating safer communities
and seamless travel experiences for
consumers.
Delivering payment and eligibility
services and solutions that
reduce costs, increase program
participation and improve
compliance for agencies while
providing intuitive, easy-to-use tools
for the people and communities
they serve.
• Reducing traffic congestion with
• Lowering program costs through
dynamic parking solutions
digital transformation
• Processing nearly 9M tolling
• Serving more than 54M
transactions every day
• Providing more than 45% of U.S.
tolling and parking systems
cardholders with modern payment
solutions
• Processing 45% of SNAP payments
and 33% of child support payments
2 | CONDUENT 2020 ANNUAL REPORT
Healthcare
Business Process Solutions
Providing administration, clinical
support and medical management
solutions across the healthcare
ecosystem to reduce costs, increase
compliance and enhance utilization,
while improving health outcomes
and experiences for members and
patients.
Transforming business processes
by automating and streamlining
operations across the enterprise
through deep industry experience
and the latest technology solutions,
to drive efficiencies, improve
security and enable revenue growth,
while enhancing the end user
experience.
Customer Experience
Management
Delivering omnichannel customer
experience management services
and solutions, both human and
digital, throughout the customer
life cycle, ensuring personalized,
empathetic end-user experiences
to reduce costs, enable scale and
grow revenue, while driving insights,
speed to resolution and customer
satisfaction.
• Recovering millions of dollars
• Significant savings from
• Reducing interaction times
each year for health plans
• 3B pharmacy claims payments
processed annually
• Interacting with 3/4 of all U.S.
insured patients
medical bill review for workers
comp claims
through automation
• Faster processing speed through
automation
• 10M global employees, participants
and retirees supported
• Substantial savings from lower
handle times and consistent high
quality
• 200M contact center interactions
and 1B communications delivered
annually
CO N DU E N T 2020 A N N UA L R E PO RT | 3
Board of Directors
Shareholder Information
Scott Letier
Chairman of the Board,
Conduent Incorporated
Managing Director,
Deason Capital Services, LLC
Cliff Skelton
Chief Executive Officer,
Conduent Incorporated
Hunter Gary
Senior Managing Director,
Icahn Enterprises L.P.
Kathy Higgins Victor
President and Chief Executive Officer,
Centera Corporation
Jesse A. Lynn
General Counsel, Icahn Enterprises L.P.
Steven Miller
Portfolio Manager, Icahn Capital L.P.
Michael Montelongo
President and Chief Executive Officer,
GRC Advisory Services, LLC
Margarita Paláu-Hernández
Founder and Chief Executive Officer,
Hernández Ventures
For investor information, including
comprehensive earnings releases and this
Annual Report, visit https://investor.conduent.
com or contact Investor Relations at
IR@conduent.com.
For ESG inquiries, email ESG@conduent.com.
Shareholder Services
Call: Computershare at 866.574.5496
Write: Computershare Investor Services
P.O. Box 505000
Louisville, KY 40233-5000
Email: www.computershare.com/investor
Annual Meeting
Tuesday, May 25, 2021, 11:00 a.m. EDT
The Annual Meeting will be conducted virtually,
via a live audio webcast.
Access details will be provided via Proxy
materials, which will be mailed on April 5, 2021
to shareholders of record as of March 26, 2021.
Electronic Delivery Enrollment
Conduent offers shareholders the convenience
of electronic delivery, including:
• Immediate receipt of the Proxy Statement and
Annual Report
• Online proxy voting
Registered Shareholders, visit:
www.envisionreports.com/CNDT
Registered shareholders can sign up for future
electronic delivery on that site. You are a
registered shareholder if your shares are being
held by our transfer agent, Computershare.
4 | CONDUENT 2020 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-K
_________________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
☒
For the fiscal year ended: December 31, 2020
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
☐
For the transition period from: _______ to: _______
Commission File Number 001-37817
_________________________________________________
CONDUENT INCORPORATED
(Exact Name of Registrant as specified in its charter)
_________________________________________________
New York
81-2983623
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
100 Campus Drive, Suite 200,
Florham Park, New Jersey
(Address of principal executive offices)
07932
(Zip Code)
(844) 663-2638
(Registrant’s telephone number, including area code)
_________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
CNDT
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
_________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to
be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes x No o
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Small reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-
Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ý
The aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates as of
June 30, 2020 was $499,054,949.
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest
practicable date:
Common Stock,
$0.01 par value
Class
Outstanding at January 31, 2021
212,149,685
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2021 Annual
Meeting of Shareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A no later than 120 days after the close of the fiscal year covered by this report on Form 10-K).
FORWARD-LOOKING STATEMENTS
From time to time, we and our representatives may provide information, whether orally or in writing, including certain
statements in this Annual Report on Form 10-K (Form 10-K), which are deemed to be "forward-looking" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking
statements and other information are based on our beliefs as well as assumptions made by us using information
currently available.
The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” "aim," “should,” "continue to," and similar
expressions, as they relate to us, are intended to identify forward-looking statements. In addition, all statements
regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto,
including the pandemic’s impact on general economic and market conditions, as well as on our business,
customers, and markets, results of operations and financial condition and anticipated actions to be taken by
management to sustain our business during the economic uncertainty caused by the pandemic and related
governmental and business actions, as well as other statements that are not strictly historical in nature, are forward
looking. These statements reflect our current views with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as
anticipated, believed, estimated, expected or intended or using other similar expressions.
In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-
looking statements, because they relate to future events, are by their very nature subject to many important factors
and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking
statements contained in this Form 10-K, any exhibits to this Form 10-K and other public statements we make. Our
actual results may vary materially from those expressed or implied in our forward-looking statements. These
forward-looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on our
business, operations, financial results and financial condition, which is dependent on developments which are highly
uncertain and cannot be predicted.
Important factors and uncertainties that could cause actual results to differ materially from those in our forward-
looking statements include, but are not limited to: government appropriations and termination rights contained in our
government contracts; our ability to renew commercial and government contracts, including contracts awarded
through competitive bidding processes; our ability to recover capital and other investments in connection with our
contracts; our reliance on third-party providers; our ability to deliver on our contractual obligations properly and on
time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural
disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on our
workforce, customers and vendors; claims of infringement of third-party intellectual property rights; our ability to
estimate the scope of work or the costs of performance in our contracts; the loss of key senior management and our
ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of
telephone and data services or significant interruptions in such services; our failure to develop new service offerings
and protect our intellectual property rights; our ability to modernize our information technology infrastructure and
consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal
health information; the failure to comply with laws relating to processing certain financial transactions, including
payment card transactions and debit or credit card transactions; breaches of our information systems or security
systems or any service interruptions; our ability to comply with data security standards; changes in tax and other
laws and regulations; risk and impact of potential goodwill and other asset impairments; our significant
indebtedness; our ability to obtain adequate pricing for our services and to improve our cost structure; our ability to
collect our receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction
in business from or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a
satisfactory credit rating; our ability to receive dividends or other payments from our subsidiaries; developments in
various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being
involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local
economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in
government regulation and economic, strategic, political and social conditions; changes in the volatility of our stock
price and the risk of litigation following a decline in the price of our stock; the impact of the ongoing COVID-19
pandemic; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the
“Management's Discussion and Analysis of Financial Condition and Results of Operations” section and other
sections of this Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Any forward-looking statements made by us speak only as of the date on which they are made. We are under no
CONDUENT 2020 ANNUAL REPORT | 1
obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a
result of new information, subsequent events or otherwise, except as required by law.
2 | CONDUENT 2020 ANNUAL REPORT
CONDUENT INCORPORATED
FORM 10-K
December 31, 2020
TABLE OF CONTENTS
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships, Related Transactions and Director Independence
Principal Auditor Fees and Services
Part IV
Item 15.
Item 16.
Exhibit Index
Signatures
Exhibits and Financial Statement Schedules
Form 10-K Summary
Page
4
16
29
29
29
29
30
32
33
49
50
99
99
100
100
101
101
101
101
101
102
103
107
CONDUENT 2020 ANNUAL REPORT | 3
PART I
ITEM 1. BUSINESS
In this Form 10-K, unless the content otherwise dictates, "Conduent", the "Company", "we" or "our" mean Conduent
Incorporated and its consolidated subsidiaries.
Our Business
As one of the largest business process services companies in the world, we deliver mission-critical services and
solutions on behalf of businesses and governments – creating exceptional outcomes for our clients and the millions
of people who count on them. Through people, process, expertise in transaction-intensive processing and
technology such as analytics and automation, our services and solutions create value by improving efficiencies,
reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500 government
entities depend on us every day to manage their business processes and essential interactions with their end-users.
With roots as one of the original pioneers in global business process outsourcing, we bring deep and diversified
expertise across a broad range of industry segments. Our commercial portfolio includes leading solutions in
attractive markets such as end-user customer experience management, transaction processing services, healthcare
and human resource and learning services. For example, we are a leading provider of medical bill review. In 2020,
we administered bill review for 50% of the workers compensation medical claims in the U.S resulting in $16 billion of
savings on behalf of our clients.
We serve a vast range of the public sector including market leading transportation and government solutions
including payments and eligibility. For example, our systems process over 55% of Supplemental Nutrition
Assistance Program (SNAP) payments on behalf of government entities.
We create value for our clients through efficient global service delivery combined with a personalized and seamless
experience for the end-user. We apply our expertise, technology and innovation to continually modernize our
offerings for improved customer and constituent satisfaction and loyalty, increased process efficiency and rapid
response to changing market dynamics.
With approximately 63,000 associates globally as of December 31, 2020, we provide differentiated services to
medium and large businesses and governments around the world.
Conduent is a New York corporation, organized in 2016. Our common stock 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 Global Select Market
(NASDAQ), where it remains listed under the ticker "CNDT".
Our Strategic Focus
Our vision is to become the leading business services partner of choice for businesses and governments globally.
Through our dedicated associates, we deliver mission-critical services and solutions on behalf of businesses and
governments, creating valuable outcomes for our clients and the millions of people who count on us. To achieve this
mission and purpose, we are focused on delivering outcomes simultaneously across three dimensions: Growth,
Efficiency and Quality. Our strategy is designed to deliver value by creating profitable growth, expanding operating
margins, focusing on process efficiencies, and deploying a disciplined capital allocation strategy.
We have identified specific execution strategies across Growth, Efficiency and Quality.
Growth: Our opportunity for growth comes from understanding our clients’ businesses, strengthening our
relationships, and driving valuable outcomes for our clients that enable them to reduce costs, improve efficiencies
and grow their businesses. To capitalize on the growth opportunities, we are focused on the following strategies:
•
Sales Performance Optimization: In 2019, we centralized sales activities under a Chief Revenue Officer
and have been making steady investments in sales training and process improvements. We continue to
4 | CONDUENT 2020 ANNUAL REPORT
improve client responsiveness and increase sales coverage, including in international markets. We are
providing our sales team with regular training tailored for their roles, streamlined processes, and
implemented systems to equip them with modern tools that enable them to perform their jobs more
efficiently and effectively. In 2020, we began efforts to enhance our delivery by bringing standardization in
core services, creating efficiencies through automation and optimizing our cost structure by shifting to a
shared services model. The dedication and expertise of our employees have resulted in Conduent serving a
majority of Fortune 100 companies, including:
•
•
•
•
17 of top 20 health plans,
6 of top 10 pharma companies,
6 of top 10 automakers, and
9 of top 10 U.S. banks.
•
Cross-Sell and Bundling Opportunities: Our sales organization is seeking to exploit cross-selling
opportunities across our roster of clients, leveraging our portfolio of market-leading services and solutions,
including customer care, finance and accounting services and human resources and learning services.
Specific sales enablement training, marketing campaigns and sales incentive structures are being created
to enable this initiative.
• Offering Development: We have augmented our portfolio of services and solutions with innovative
technology capabilities, including data analytics, robotic process automation (RPA) tools and machine
learning capabilities, to create differentiated, high-value services for our clients and penetrate attractive
market segments.
As we improved our quality and efficiency, our clients have renewed contracts with us and given us more work in
adjacent service lines, and we’ve gained new clients who have put their trust in us. We have also had a significant
improvement in our client Net Promotor scores for the second year in a row. Driving our clients’ success has fueled
our success. We are measuring more immediate success in “Growth” through revenue retention and new business
signings, among other metrics. These changes have already started bearing fruit with new business signings
increasing by 94% in 2020 compared to 2019.
Efficiency: We continue to find ways to reduce costs and deliver more effectively via increased efficiencies. We
have simplified and standardized our operating model by removing redundant management layers and
implementing more robust processes to enable faster decision-making and greater transparency. In addition, we
aim to unlock further efficiencies through the following strategies:
•
•
•
Automation: We will continue to invest in embedding automation capabilities into operations, including
document processing and intelligent virtual assistant customer care tools. Artificial intelligence and machine
learning algorithms will complement RPA tools by improving processes through pattern recognition.
Additionally, we are exploiting synergies from sharing and coordinating automation capabilities across our
various lines of business.
Technology Consolidation: We are identifying and rationalizing duplicative technology systems across our
lines of business. Centralizing technology systems will drive economies of scale, amplify the impact of
investments, and will create consistent, resilient service delivery.
Delivery Optimization: We are exploring several delivery optimization opportunities such as identifying
common activities across our businesses and delivering them via shared service models, exploiting new
staffing models including work for home and flexible “gig worker” models, and optimizing our geographic
footprint.
We responded with agility to clients’ shifting needs and received positive client feedback for our services and
proactivity throughout the COVID-19 pandemic. We are measuring success in “Efficiency” by associate retention
and improved adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) margin,
among other metrics.
CONDUENT 2020 ANNUAL REPORT | 5
Quality: Our clients count on consistent, high-quality service delivery. We have made significant progress in
reducing incidents, improving operational stability, and significantly boosting client confidence and satisfaction by
focusing on the following strategies:
•
•
•
Proactive, Real time Monitoring of Applications and Service Performance: We are investing in artificial
intelligence and machine learning technologies to proactively monitor and prevent incidents. In 2020, we
opened a state-of-the-art global IT command center in Sandy, UT to deliver more seamless and reliable
service to our global clients.
Data Center Optimization: We are standardizing our technology footprint to improve performance and
lower costs. As part of this, we have launched a data center optimization program to consolidate our
multiple data centers into a select few.
Improve End User Experience: We are improving user interface/user experience across our offerings by
introducing self-service tools, launching mobile apps and leveraging analytics to create deeper insights.
Our focus on quality is leading to improved client confidence and satisfaction. We are measuring success in
“Quality” by indicators such as service level agreement performance, technology incident rates, and client
satisfaction.
Investments Strategy: To achieve our business goals, we will invest in a disciplined manner, focused on allocating
capital and investing to meet the needs of our clients and support our pivot to growth. Our balanced investment
approach falls into three broad categories:
• Opportunities to optimize, where we have significant scale and where we believe that with process
improvements, automation, and an investment into the current offerings, we can improve the end-user
experience, reduce our cost of delivery, expand our margins, and further capture additional “share”.
Examples such as high-volume outbound print and mail services and contact center services fit in this
category.
• Opportunities to enhance, where we have strong client relationships and a long history of servicing the
markets we operate in, legacy technology that needs to be refreshed or modernized. Examples such as
benefit management services in the government sector for healthcare, unemployment insurance and child
support fit into this category.
• Opportunities to expand, where we believe we have the permission to play and win, and we see the
payback as more significant than the other businesses. These businesses, augmented with new
capabilities, perhaps supplemented by modest acquisitions, will address market dynamics, and provide
additional growth opportunities. Our Healthcare and Transportation businesses are expansion opportunities.
Our Market Opportunity
We estimate our addressable market size in the global business process service industry to be over $200 billion in
2020, according to third-party industry reports. We consider ourselves to be a leader across several segments of
this large, diverse and growing market by providing business process services spanning many industries.
Ongoing competitive pressures and increasing demand for further productivity gains have motivated businesses
and government organizations to outsource elements of their day-to-day operations to accelerate performance and
innovation. As a result, our clients have become more focused on their core businesses and the range of
outsourced activities has expanded. Increasing globalization has also required many companies to optimize cost
structures to retain competitiveness and business process services have become a key component of this strategy.
The ongoing shift to next-generation software and automation technologies is driving greater demand for, and
expectation of, efficiency and personalization by the constituents and customers of the businesses and
governments we serve. Business process services that streamline operational processes have the potential to
meaningfully enhance productivity for businesses and governments and improve satisfaction for their customers
and constituents.
6 | CONDUENT 2020 ANNUAL REPORT
Segments
We organize, manage and report our business through three reportable segments:
Commercial Industries: Our Commercial Industries segment provides business process services and customized
solutions to clients in a variety of industries. Across the Commercial Industries segment, we operate on our clients’
behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue
growth for our clients and better experiences for their consumers and employees. Our Commercial Industries
segment is our largest segment, with segment revenue for 2020 of $2.2 billion, representing 52% of our total
revenues.
Government Services: Our Government Services segment provides government-centric business process services
to U.S. federal, state, local and foreign governments for public assistance, health services, program administration,
transaction processing and payment services. Our solutions in this segment help governments respond to changing
rules for eligibility and increasing citizen expectations. Government Services segment revenue for 2020 was $1.3
billion, representing 31% of our total revenues.
Transportation: Our Transportation segment provides systems and support, as well as revenue-generating services,
to government clients. On behalf of government agencies and authorities in the transportation industry, we deliver
mission-critical public safety, mobility and payment solutions that improve automation, interoperability and decision-
making to streamline operations, increase revenue and reduce congestion while creating safer communities and
seamless travel experiences for consumers. Transportation segment revenue for 2020 was $719 million,
representing 17% of our total revenues.
We present segment financial information in Note 3 – Segment Reporting to our Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K, which is incorporated herein by reference.
Our Service Offerings
Commercial Industries
Our solutions and services include Customer Experience Management (CXM), Business Operations Solutions
(BOS), Commercial Healthcare Solutions and Human Resources & Learning Services (HRLS).
• Customer Experience Management
◦ We deliver a full range of customer contact services, including customer care, technical support, loyalty
management, and outbound and inbound sales. Through multi-channel communications, automation,
and analytics, and labor efficiencies, we help our clients to reduce costs, enable scale and drive
revenue growth and efficiencies. We serve marquee clients across multiple sectors including financial
services, health & life sciences, manufacturing & automotive, aerospace & defense, consumer goods,
retail, technology & telecom, travel, transportation, and hospitality sectors. In 2020, we handled 196
million contact center interactions. The CXM business generally generates income on a per call, per call
center employee, or per percentage of sales made basis.
•
Business Operations Solutions
CONDUENT 2020 ANNUAL REPORT | 7
◦
◦
In our BOS business, we help our clients to transform business processes by automating and
streamlining mission-critical operations through our deep industry experience and the latest technology
solutions, to drive efficiencies, improve security and enable revenue growth, while enhancing the end-
user experience. Our solutions span customer communications, document & data management,
payments processing, and finance, accounting, and procurement. We generate revenue in a variety of
ways within this business. Within the customer communication solution, our print and mail service fee is
a blended rate per impression or itemized as a service and supplies rate. We also charge to create and
send electronic forms of communication, or for postage services, hosting web portals, and for data
storage for future retrieval for compliance reasons. Within the document & data management solution
we generally generate revenue based on number of transactions completed. A transaction can be the
handling of an envelope, a document, a page, or a piece of paper or can be billed based on time spent
working on behalf of our clients. Within the Finance, Accounting, and Procurement (FAP) solution, we
generate revenue by charging clients for Finance, Accounting & Procurement services rendered based
on various methods including fixed price per employee, fixed price for all services rendered, variable
price based on transactions processed, outcome based pricing based on achieving specific targeted
performance and a hybrid of these pricing methods.
In the BOS business, we also offer a range of Banking Operations solutions including lockbox
management, check processing, and loan processing. For these services, we generate revenue by
collections charges per productive hour of employees time, licensing fees for our Loan Manager
platform, charges by the number of loans received on the Blitzdocs platform (mortgage processing) and
by charging a fee for each check processed, among others.
•
Commercial Healthcare Solutions
◦ On behalf of the healthcare industry, we deliver administration, clinical support, and medical
management solutions across the health ecosystem to reduce costs, increase compliance and enhance
utilization, while improving health outcomes and experience for members and patients. Our solutions
span: trials, sales, access, and adherence to pharmaceutical clients; case management, performance
management and patient safety for hospital clients; medical bill review, claims processing, care
integration, subrogation and payment integrity solutions to managed care companies; and workers
compensation medical bill review, mailroom/data capture and medical management services to claims
payers and third-party administrators. Through our solutions provided to pharmaceutical clients, we
generate revenue either based on a per employee, per transaction basis or a per resource per hour
basis. Through our workers compensation and medical bill review services, we generate revenue on a
per click and outcome basis. Through our medical bill review, claims processing, and payment integrity
solutions provided to managed care companies, we generate revenue on a per member per month
basis for use of our platform, as a percentage of what we collect for the provider, or a monthly or annual
fee.
•
Human Resources and Learning Services
◦ We provide services to help our clients support their employees at all stages of employment from on-
boarding through retirement. Our solutions span Health Savings Account Solutions, Benefits Solutions,
HR & Payroll Solutions, and Learning Solutions. On behalf of global organizations and governments, we
deliver mission-critical, technology-enabled HR services and solutions that improve business processes
across the employee journey to maximize business performance, while increasing employee
satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll,
onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent, and
workforce management. Depending on the solution, we generate revenue in a variety of ways. For our
Health Savings Account (HSA) Solutions business, we generate revenue via account fees, interchange
fees on debit cards, and interest-related revenues as a result of balance fees from depository banks
who hold cash deposited into the Savings Account business.
◦
As of December 31, 2020, we managed approximately 1 million active HSAs with $2.7 billion of assets
under management. In addition to managing HSAs, we manage Flexible Savings Accounts and other
Notional Accounts on behalf of corporations providing incremental benefits to their employees. Within
our Benefits Solutions, we principally generate revenue based on the number of employees and retirees
we support, as well as, by transaction-based pricing for transactions such as qualified domestic
relations orders, Consolidated Omnibus Budget Reconciliation Act (COBRA) and Affordable Care Act
8 | CONDUENT 2020 ANNUAL REPORT
(ACA) administration. Within our HR & Payroll Solutions, we generate revenue principally per client’s
employee per period (month / year) pricing, with banding to address periodic variations in client
employee headcount. Within our Learning Solutions, we generate revenue principally by transaction-
based pricing per unit of production along with fixed monthly governance fees.
Government Services
Our Government solutions and services include Government Healthcare Solutions and Government Service
Solutions.
• Government Healthcare Solutions
◦ We provide medical management and fiscal agent care management services, eligibility and enrollment
services and support to Medicaid programs and federally funded U.S. government healthcare programs
in 29 states and the District of Columbia. Seven of these states receive eligibility and enrollment
services only. Our services include a range of innovative solutions such as Medicaid management,
provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and
enrollment support, contact center services, application processing, premium billing, disease
surveillance and outbreak management, and case management solutions. Our case management
solutions provide disease surveillance and outbreak management to make it easy to process and
access large volumes of digital data. Foreign governments also use our disease surveillance and
outbreak case management solution. This can be used to track public health metrics (such as diseases
like COVID-19, vitals, and birth defects), perform electronic visit verification, and more. These services
help states, counties, and countries optimize their costs by streamlining access to care and improving
patient health outcomes through population health management, while helping families in need, by
improving beneficiary support. Within the Government Healthcare Solutions business, our revenue is
primarily fixed fee or variable price based on a per call or per interaction basis.
• Government Service Solutions
◦ With more than $110 billion disbursed annually, we are a leader in government payment disbursements
for federally sponsored programs like Supplemental Nutrition Assistance Program (SNAP), commonly
known as food stamps and Women, Infant and Children (WIC) as well as government-initiated cash
disbursements such as child support and Unemployment Insurance (UI). We deliver electronic
payments for government services in 33 states, including 107 prepaid debit card programs, 26
Electronic Benefit Transfer (EBT) programs, 13 EBT for WIC programs and 7 Electronic Child Care
programs. In our SNAP payments solution, we generate revenue based on the number of cases or
number of card holders. Within our UI payment solution, we generate revenue based on interchange
fees and spending on cards as a percentage of transactions. Given the increased unemployment rates
in the U.S. in 2020 as well as the federal stimulus supplemental benefits, this solution saw significantly
increased activity in 2020.
◦ We also offer a broad set of child support services predominately to State Disbursement Units (SDUs),
including processing and distributing payment, child support payment cards, childcare credentialing and
case management, among others, to help states comply with federal standards. Within the child support
solution, the way we generate revenue varies by state, but it is generally either per financial transaction,
per call, fixed price, or for development.
Transportation
On behalf of government agencies and authorities in the global transportation industry, we deliver fare collection,
violation management, notification, mobility and payment solutions that improve automation, interoperability and
decision-making to streamline operations, increase revenue and reduce congestion while creating safer
communities and seamless travel experiences for consumers.
•
Roadway Charging and Management Services
• Our electronic tolling, urban congestion management and mileage-based user solutions help clients
keep up with an ever-changing environment and get more travelers where they need to go while
generating revenue for much-needed infrastructure improvements. Our solutions include vehicle
passenger detection systems, electronic toll collection, automated license plate recognition and
CONDUENT 2020 ANNUAL REPORT | 9
congestion management solutions. We generate revenue based on a combination of fixed fee and
transaction-based pricing. The transaction-based component can be per account per month, per notice
mailed, per active account, per violations fees received, or per image-based transaction.
•
Transit Solutions
•
For today’s train, bus, subway, metro or other transit travelers, we aim to make journeys more
personalized and convenient while increasing capacity and profitability for authorities and agencies. We
combine the latest in fare collection and intelligent mobility so that clients can get the added efficiency
of having a single point of contact for all their transit solutions. Within transit we primarily generate
revenue via implementation of end projects (hardware and software, maintenance services, repair and
sale of spare parts), and the building and operation of fare collection systems.
•
Curbside Management Solutions
• We deliver intelligent curbside management systems that simplify parking programs and deliver
convenient and hassle-free experience for drivers. Our curbside solutions include citation and permit
administration, parking enforcement, and curbside demand management. In 2020, we processed over
6.3 million payments and collected over $525 million annually for citations and delinquent revenue
collections. We generate revenue based on violations issued, payment processing transactions,
collections activities or a fixed fee for our service.
•
Public Safety Solutions
•
Public safety is a priority in every community, especially as budgets shrink and populations grow. We
provide data analytics, automated photo enforcement and other public safety solutions to make streets
and communities safer. Our photo enforcement systems include red light, fixed and mobile speed,
school bus, work zone, school zone, bus lane only, high occupancy and other enforcement systems.
The majority of our contracts within this business are fixed fee based on the number of enforced
locations.
•
Commercial Vehicles
◦
Although a small part of our transportation business, we provide computer-aided dispatch/automatic
vehicle location technology to help customers manage their fleet operations.
Our Competitive Strengths
We possess certain competitive strengths that distinguish us from our competitors, including:
Leadership in attractive growth markets – We are a large player in business process services delivering
exceptional outcomes for our clients at an unparalleled scale. Our clients continue to outsource key business
processes to improve efficiencies and to accelerate performance and digital transformation. Additionally, clients are
moving beyond services for back-office functions in order to drive customer satisfaction and loyalty. The increase in
globalization and cost competition continues to accelerate, forcing companies to seek ways to stay ahead of the
competition. These factors, along with clients and their customers demanding more personalized, seamless and
secure solutions, are collectively driving the ongoing shift to next-generation solutions and services. Through our
portfolio of services and solutions, we have reached significant scale in our interactions including:
•
Healthcare – U.S. healthcare spending is expected to rise from 17.7% of GDP in 2019 to 19.7% of GDP by
2028 and is projected to grow at an average rate of 5.4% per year for 2019-2028. As one of the most regulated
industries, healthcare providers must balance increased utilization with heightened complexity and new financial
pressures such as government budget challenges to significantly reduce reimbursements, reimbursement
penalties for hospital readmissions and shift from fee-for-service to “value-based” population health
management. We are widely recognized by industry analysts as a leader in healthcare payer operations,
serving 17 of the top 20 U.S. managed healthcare plans and providing administrative and care management
solutions to Medicaid programs and federally funded U.S. government healthcare programs in 29 states and the
District of Columbia. Three out of every four U.S. insured patients are touched by Conduent. Conduent’s
healthcare capabilities have been recognized by NelsonHall, HfS Research, KLAS and Everest Group.
•
Transportation – Traffic congestion continues to increase as urbanization and changing demographics take
hold globally. As a result, optimized transportation systems are becoming critical to increase efficiency while
10 | CONDUENT 2020 ANNUAL REPORT
maintaining strict safety requirements. Electronic toll collection, public transit and parking all represent key
growth drivers as governments at all levels increasingly focus on transportation infrastructure. We are an award-
winning innovator in parking management.
•
Business Operations Solutions – We provide high volume print and mail services, enrollment processing and
personalized and targeted marketing and communications to large corporations and are a leading provider in
this market with more than 3.3 billion documents captured, indexed and classified annually.
Global delivery expertise – Our scale and global delivery network enables us to deliver our proprietary technology,
differentiated service offerings and service capabilities expertly to clients around the world. We have operations in
22 countries including India, Philippines, Jamaica, Guatemala, Mexico, Romania, Dominican Republic and several
locations within the United States, giving our customers the option for "onshore", "nearshore" or "offshore"
outsourced business process services. This global delivery model enables us to leverage lower-cost production
locations, consistent methodologies and processes, time zone advantages and business continuity plans. As of
December 31, 2020, 51% of our employees were located in high cost countries and 49% were located in low cost
countries.
Differentiated suite of multi-industry service offerings at scale – We manage transaction-intensive processes
and work directly with end-users to meet their needs often in real-time. We are unique in our ability to offer our
clients these business process services on a large scale and with high quality. Additionally, we are able to leverage
our cross-industry services to bring the same scale and quality to our portfolio of industry-specific service offerings,
such as healthcare claims management, employee benefits management and public transit fare collection.
Recurring revenue model supported by a loyal, diverse client base – We have a broad and diverse base of
clients in countries across geographies and industries, including a majority of the Fortune 100, many Fortune 1,000
companies and midsize businesses and many governmental entities. Our close client relationships and successful
client execution support our stable recurring revenue model and high renewal rates.
Competition
Although we encounter competition in all areas of our portfolio, we are a leader in many categories. We compete
on the basis of technology, performance, quality, reliability, reputation, price, and customer service and support. We
consider our "onshore", “near shore” and “offshore” delivery capabilities to be a competitive advantage. Our
competitors range from large international companies to relatively small firms. Our competitors include:
•
•
•
•
•
•
•
•
Large multinational service providers such as Accenture, Aon Hewitt, Cognizant, Hewlett-Packard Enterprise,
TTEC and Teleperformance;
Traditional business process outsourcing companies such as Genpact, EXL Services and Exela
Human resource, payroll processing and human capital management providers such as ADP, Paychex, Alight
and Willis Towers Watson;
Healthcare-focused IT and service solutions providers such as Cerner, Optum and Maximus;
HSA administrators such as Health Equity, HSA Bank and WexHealth;
U.S. Federal focused government services such as CACI International and DXC Technology;
Transportation multi-nationals such as Roper/TransCore, Cubic, Kapsch and Verra Mobility; and
Smaller niche business processing service providers and in-house departments that perform functions that
could be outsourced.
Sales and Marketing
We market and sell our business process solutions and services to both potential and existing clients through our
global sales and business development teams. Additionally, we have dedicated “solution architects” who work with
clients to better understand their business requirements and to develop custom-tailored solutions to meet their
unique needs. Our clients include commercial businesses of many sizes and industries as well as public sector
enterprises.
Our solutions help solve clients' business issues and help them achieve their desired business outcomes. We
leverage our broad portfolio of offerings and dedicated team of associates to package solutions that exactly meet
clients’ needs, while taking a disciplined approach to pricing and contracting. Our sales efforts typically involve
CONDUENT 2020 ANNUAL REPORT | 11
extended selling cycles where our deep domain and industry expertise is critical to winning new business. We
maintain strong relationships with our clients from initial engagement to implementation and on-going service
delivery.
Intellectual Property
Our general policy is to seek patent protection for those inventions likely to be incorporated into our products and
services or where obtaining such proprietary rights will improve our competitive position. We own approximately
1,020 patents and pending applications. Our patent portfolio evolves as new patents are awarded to us and as older
patents expire. These patents expire at various dates, generally 20 years from their original filing dates. While we
believe that our portfolio of patents and applications has value, in general, no single patent is essential to our
business or any individual segment. In addition, any of our proprietary rights could be challenged, invalidated or
circumvented, or may not provide significant competitive advantages.
Our business relies on software provided to an approximately equal extent, by both internal development and
external sourcing to deliver our services. With respect to internally developed software, we claim copyright on all
such software, registering works which may be accessible to third parties. In addition, we rely on maintaining source
code confidentiality to assure our market competitiveness. With respect to externally sourced software, we rely on
contracts assuring our continued access for our business usage.
In the United States, we own 62 registered trademarks reflecting the many businesses we participate in. These
trademarks may have a perpetual life, subject to renewal every 10 years and may be subject to cancellation or
invalidation based on certain use requirements and third-party challenges, or on other grounds. We vigorously
enforce and protect our trademarks.
People and Culture
Headcount
We draw on the skills, expertise, and experience of our talented and diverse global workforce to deliver mission-
critical services and solutions that drive exceptional client outcomes. We have approximately 63,000 associates in
22 countries working towards a common vision and purpose, with 45% located in North America and the remainder
located primarily in our delivery centers in Asia Pacific, Latin America and Caribbean, and Europe. Our three
reportable segments, Commercial Industries, Government Services and Transportation house the majority of our
associates with approximately 45,000, 6,000 and 3,000 associates, respectively.
Conduent Diversity & Inclusion (D&I)
We draw strength from the diversity of our global workforce and we believe that creating an inclusive culture where
all associates can bring their authentic selves to work creates value for all our stakeholders.
Conduent’s diversity and inclusion efforts are central in creating an engaging culture for all associates, providing a
competitive advantage in serving our clients, and growing our business. We furthered our commitment to D&I in
several ways over the past year including naming a Global Head of Diversity and Inclusion, Walter Frye, reporting
directly to our Chief Executive Officer. Mr. Frye, who in partnership with leaders and functions across our global
locations, will lead our efforts to launch new strategies that will enhance D&I practices and capabilities. We also
relaunched seven Employee Impact Groups to engage our associates, and live our core value of being open and
inclusive. As of December 31, 2020, the percentage of females in our global workforce exceeds gender parity.
Employee Learning & Development
As a services company, we believe our people are our most important asset, which is why we invest in associate
growth and development programs. We are focused on building a workplace where our people can do their best
work and have access to the learning tools and resources they need to excel in their role, stay competitive and grow
their skill set. We offer our associates modern, digital world-class learning platforms that help them learn anywhere,
anytime on a wide range of topics including technology, professional and business-related. As a result, we have
been successful in building a culture of continuous learning, with employees taking charge of their learning &
development. In addition to our digital platforms, employees are also provided job-specific technical training when
they are onboarded and during the course of their professional journey as required. Our learning platforms have
wide adoption with about 2.47 million learning assets completed in 2020 with strong learning effectiveness scores
12 | CONDUENT 2020 ANNUAL REPORT
for satisfaction, skill improvement and application of learning on the job. We also ensure that our employees
complete regulatory and compliance training on topics required based on their role and geography.
COVID-19
Throughout the Coronavirus (or COVID-19) pandemic, the Conduent team has continued to provide critical and
best-in-class services to our clients and their end users, while ensuring the health and safety of our greatest asset,
our associates.
We have been extremely focused on creating the safest possible working environments for our associates. We
demonstrated our resiliency by quickly enabling approximately 75% of our employees to work from home through
improved digital solutions. We implemented stringent safety protocols at all our operational sites, including
frequently and thoroughly cleaning all facilities, modifying our workspaces to allow for physical distancing,
mandating face coverings, providing personal protective equipment (PPE) to associates, requiring pre-entry daily
health screening, and leveraging Maven, our proprietary platform, for case management and contact tracing. We
have continued taking steps to connect our associates with resources that support their health and well-being.
Conduent associates have access to several mental health and well-being resources, including free monthly
webinars through our benefits provider. We also revised our time off policies to provide our associates more options
to take time off for COVID-19 related sickness or hardships. The feedback from our associates throughout the
pandemic has been very positive, especially in terms of our efforts to provide a safe work environment.
Corporate Ethics
We operate according to our Ethics and Compliance Program (Program), which is focused on sustaining an ethical
culture and designed to meet general governance and specific industry, regulatory, and legal requirements. The
Program is based on our core values, including personal accountability, and overseen by Conduent’s Ethics Office.
Conduent’s Code of Business Conduct (Code) is the foundation of our Program. Our Code embodies and reinforces
Conduent’s commitment to the highest standards of integrity and sets forth our expectations for ethical leadership,
job performance, and compliance with the Code and Company policies. It is designed to help associates recognize
ethics and compliance issues before they arise and to deal appropriately with issues that occur.
Conduent Finance Employees are additionally required to act in accordance with our supplemental Finance Code of
Conduct. Our associates are required to complete annual business ethics training. Conduent’s Ethics Office
periodically solicits associate input to gauge our ethical culture and help identify areas for continuing improvements.
Our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our
principal executive officer, principal financial officer and principal accounting officer, among others, must act in
accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance
with our Code of Business Conduct. Each of these codes of conduct can be accessed through our website at
www.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing
addressed to Conduent Incorporated, 100 Campus Drive Suite 200, Florham Park, NJ 07932, Attention: Corporate
Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct
and Ethics for members of the Board and, our Code of Business Conduct and our Finance Code of Conduct for our
officers on our website as promptly as practicable, and consistent with the requirements of applicable U.S.
Securities and Exchange Commission (SEC) and NASDAQ rules.
Seasonality
Our revenues can be affected by various factors such as our clients’ demand patterns for our services, which
includes peak windows for benefit enrollment, new product launches by clients, and busy retail and travel seasons.
Availability of Company Information
Our internet address is www.conduent.com. In the Investor Information section of our Internet website, you will find
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Proxy
Statements and any amendments to these reports and statements. We make these documents available free of
charge as soon as we can after we have filed them with, or furnished them to, the SEC.
CONDUENT 2020 ANNUAL REPORT | 13
The SEC maintains an internet address (www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The content on any website referred to in
this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.
Information about our Executive Officers
The following is a list of the executive officers of Conduent as of February 24, 2021.
Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual
meeting of shareholders, subject to the provisions of our by-laws.
Name
Clifford Skelton*
Mark Brewer
Louis Keyes
Michael Krawitz
Mark Prout
Brian J. Webb-Walsh
Stephen Wood
Age
65
56
53
51
57
45
54
Present Position
Chief Executive Officer
Executive Vice President, Transportation & Head of
Enterprise Accounts
Executive Vice President, Chief Revenue Officer
Executive Vice President, General Counsel &
Secretary
Executive Vice President, Chief Information Officer
Executive Vice President & Chief Financial Officer
Vice President, Corporate Controller
_____________________________
*
Member of Conduent Board of Directors
Year Appointed
to Present
Position
Conduent
Officer
Since
2019
2020
2020
2019
2019
2017
2020
2019
2019
2020
2019
2020
2017
2020
Each of the officers named above has been an officer or an executive of Conduent or its subsidiaries for less than
five years. As of February 24, 2021, there are no family relationships among any of the executive officers named
above and any of our directors.
Mr. Skelton was appointed Chief Operating Officer of Conduent in June 2019 and Chief Executive Officer of
Conduent in August 2019. He served as President of Fiserv Output Solutions from March 2017 to June 2019. Prior
to that, Mr. Skelton was the Group President and Chief Information Officer at Fiserv from April 2012 until March
2017. Mr. Skelton also held a variety of leadership roles at companies such as Ally Financial (formerly General
Motors Acceptance Corporation) and Bank of America. Mr. Skelton is a former Navy fighter pilot and served in the
Navy for over 20 years.
14 | CONDUENT 2020 ANNUAL REPORT
Mr. Brewer joined Conduent as Chief Operating Officer Transportation in June 2019 and was appointed Executive
Vice President and Global Head of Public Sector in November 2019. He became Executive Vice President,
Transportation & Head of Enterprise Accounts in October 2020. Prior to joining Conduent, he served as Senior Vice
President and Managing Director of Diebold Nixdorf from 2018 to 2019. Prior to that Mr. Brewer was Global Vice
President for DXC’s Technology, Enterprise Application and Cloud Businesses from 2016 to 2018. He also held a
variety of leadership roles at IBM Corporation for over 20 years, in Europe, Asia and the Americas.
Mr. Keyes joined Conduent as Global Head of Sales in September 2019. He was appointed Executive Vice
President, Chief Revenue Officer in December 2020. Prior to joining Conduent, he served as Executive Vice
President, Chief Sales Officer at York Risk Services from October 2017 to September 2019. Prior to York Risk
Services, he was Senior Vice President at Fiserv Inc. between 2009 and 2017 where he led Enterprise Accounts
and large sales teams. Mr. Keyes has also held senior executive leadership roles at Hewlett-Packard Enterprise
Services and Electronic Data Systems Corporation.
Mr. Michael Krawitz has served as Executive Vice President, General Counsel and Secretary since November
2019. Prior to joining Conduent, from June 2015 to November, 2019, Mr. Krawitz was Executive Vice President,
General Counsel and Corporate Secretary of insurance services firm York Risk Services Group, a portfolio company
of Onex Corp. From 2014 to 2015, he was Chief Legal Officer of Veriteq Corp., a biotech company. From 1999 to
2014, Mr. Krawitz held leadership roles in public and private companies in the technology and finance sectors. Mr.
Krawitz began his career at Fried Frank and was educated at Cornell University and Harvard Law School.
Mr. Prout joined Conduent as Head of Information Technology in June of 2019. He was appointed Executive Vice
President, Chief Information Officer in September 2019. Prior to joining Conduent, between 2005 and 2019, Mr.
Prout served as Chief Technology Officer and held several IT leadership positions at Fiserv. Prior to Fiserv, he
served as CIO of Cendian Corporation. Mr. Prout has also held various leadership positions at United Parcel
Service.
Mr. Webb-Walsh has served as the Chief Financial Officer of Conduent since 2017. He served as the Chief
Financial Officer of Xerox Services between January 2016 and December 2016. Prior to this, Mr. Webb-Walsh was
Senior Vice President of Finance for the Government Healthcare Group and the Platform Development and
Systems Integration Group of Xerox Services. Mr. Webb-Walsh joined Xerox Corporation in 1997 and held a variety
of leadership positions there.
Mr. Wood has served in his current role as the Company’s Corporate Controller since August 2020 and was
designated as its Principal Accounting Officer effective December 2020. Prior to joining the Company, Mr. Wood
spent 15 years at Fiserv in finance and accounting leadership positions. From December 2016 to May 2020, Mr.
Wood served as Vice President & Chief Financial Officer of Fiserv Output Solutions, from March 2009 to December
2016, Mr. Wood served as Vice President & Controller over a number of different operating groups and from
January 2005 to March 2009 Mr. Wood led International Finance & Accounting operations. Mr. Wood is a Chartered
Global Management Accountant with an MBA with distinction from Warwick Business School.
CONDUENT 2020 ANNUAL REPORT | 15
ITEM 1A. RISK FACTORS
Business and Operational Risks
Our government contracts are subject to appropriation of funds, termination rights, audits and
investigations, which, if exercised, could negatively impact our reputation and reduce our ability to
compete for new contracts.
A significant portion of our revenues is derived from contracts with U.S. federal, state and local governments and
their agencies, and some of our revenues are derived from contracts with foreign governments and their agencies.
Government entities typically finance projects through appropriated funds. While these projects are often planned
and executed as multi-year projects, government entities usually reserve the right to change the scope of or
terminate these projects for lack of approved funding and/or at their convenience. Changes in government or
political developments, including budget deficits, shortfalls or uncertainties, failures to enact appropriation legislation
(e.g., a government "shut-down"), government spending reductions (e.g., Congressional sequestration of funds
under the Budget Control Act of 2011) or other debt or funding constraints, have resulted in, and in the future could
result in, lower governmental sales and our projects being reduced in price or scope or terminated altogether, which
also could limit our recovery of incurred costs, reimbursable expenses and profits on work completed prior to the
termination. Additionally, if the government discovers what it considers to be improper or illegal activities or
contractual non-compliance (including improper billing or non-compliant performance of contract requirements), we
may be subject to various civil and criminal penalties and administrative sanctions, which has occurred in the past
and may in the future include termination of contracts, forfeiture of profits, suspension of payments, contractual
service penalties, fines and suspensions or debarment from doing business with the government. Any resulting
penalties or sanctions could materially adversely affect our results of operations and financial condition. Moreover,
government contracts are generally subject to audits and investigations by government agencies. If the government
finds that we inappropriately charged any costs to a contract, the costs are not reimbursable or, if already
reimbursed, the cost must be refunded to the government. Further, the negative publicity that could arise from any
such penalties, sanctions or findings in such audits or investigations could have an adverse effect on our reputation
in the industry and reduce our ability to compete for new contracts and could materially adversely affect our results
of operations and financial condition.
We derive significant revenue and profit from commercial and government contracts awarded through
competitive bidding processes, including renewals, which can impose substantial costs on us, and we will
not achieve revenue and profit objectives if we fail to accurately and effectively bid on such projects.
Many of these contracts are extremely complex and require the investment of significant resources in order to
prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of
risks, including: (i) the substantial cost and managerial time and effort that we spend to prepare bids and proposals
for contracts that may or may not be awarded to us; (ii) the need to estimate accurately the resources and costs that
will be required to implement and service any contracts we are awarded, sometimes in advance of the final
determination of their full scope and design; (iii) the expense and delay that may arise if our competitors protest or
challenge awards made to us pursuant to competitive bidding and the risk that such protests or challenges could
result in the requirement to resubmit bids and in the termination, reduction or modification of the awarded contracts;
and (iv) the opportunity cost of not bidding on and winning other contracts we might otherwise pursue. If our
competitors protest or challenge an award made to us on a government contract, the costs to defend such an award
may be significant and could involve subsequent litigation that could take years to resolve.
Our ability to recover capital and other investments in connection with our contracts is subject to risk.
In order to attract and retain large outsourcing contracts, we sometimes make significant capital and other
investments to enable us to perform our services under those contracts, such as purchases of information
technology equipment, facility costs, labor resources and costs incurred to develop and implement software. The
net book value of certain assets recorded, including a portion of our intangible assets, could be impaired, and our
results of operations and financial condition could be materially adversely affected in the event of the early
termination of all or a part of such a contract or a reduction in volumes and services thereunder for reasons such as
a customer’s or client’s merger or acquisition, divestiture of assets or businesses, business failure or deterioration or
a customer’s or client’s exercise of contract termination rights.
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We rely to a significant extent on third-party providers, such as subcontractors, a relatively small number of
primary software vendors, utility providers and network providers; if they cannot deliver or perform as
expected or if our relationships with them are terminated or otherwise change, our results of operations
and financial condition could be materially adversely affected.
Our ability to service our customers and clients and deliver and implement solutions depends to a large extent on
third-party providers such as subcontractors, a relatively small number of primary software vendors, software
application developers, utility providers and network providers meeting their obligations to us and our expectations
in a timely, quality manner. Our results of operations and financial condition have been and in the future may be
materially adversely affected and we might incur significant additional liabilities if any of our third-party providers (1)
do not meet their service level obligations, (2) do not meet our or our clients’ expectations, (3) terminate or refuse to
renew their relationships with us, or (4) offer their products to us with less advantageous prices and other terms
than previously offered.
Failure to deliver on our contractual obligations properly and on time could materially adversely affect our
results of operations and financial condition.
Our business model depends in large part on our ability to retain existing and attract new work from our base of
existing clients, as well as on relationships we develop with our clients so that we can understand our clients’ needs
and deliver solutions and services that are tailored to meet those needs. In order for our business to grow, we must
successfully manage the provision of services under our contracts. If a client is not satisfied with the quality of work
performed by us or a subcontractor, or with the type of services or solutions delivered, or if we or our subcontractors
fail to perform in accordance with contract requirements, then we could incur additional costs to address the
situation, the profitability of that work might be impaired and the client’s dissatisfaction with our services could
damage our ability to obtain additional work from that client or obtain new work from other potential clients. In
particular, many of our contracts with non-government clients may be terminated by the client, without cause, upon
specified advance notice. Accordingly, clients who are not satisfied might seek to terminate existing contracts prior
to their scheduled expiration date, which may result in our inability to fully recover our up-front investments. In
addition, clients could direct future business to our competitors. We could also trigger contractual credits to clients
or a contractual default. Failure to properly transition new clients to our systems, properly budget transition costs or
accurately estimate contract operational costs could result in delays in our contract performance, trigger service
level penalties, impair fixed or intangible assets or result in contract profit margins that do not meet our expectations
or our historical profit margins.
In addition, we incur significant expenditures for the development and construction of system software platforms
needed to support our clients’ needs. Our failure to fully understand client requirements or implement the
appropriate operating systems or databases or solutions which enable the use of other supporting software may
delay the project and result in cost overruns or potential impairment of the related software platforms, which could
materially adversely affect our results of operations and financial condition.
Our business is dependent on continued interest in outsourcing.
Our business and growth depend in large part on continued interest in outsourced business process services.
Outsourcing means that an entity contracts with a third-party, such as us, to provide business process services
rather than perform such services in-house. There can be no assurance that this interest will continue, as
organizations may elect to perform such services themselves and/or the business process outsourcing industry
could move to an as-a-Service model, thereby eliminating traditional business process outsourcing tasks. A
significant change in this interest in outsourcing could materially adversely affect our results of operations and
financial condition. Additionally, there can be no assurance that our cross-selling efforts will cause clients to
purchase additional services from us or adopt a single-source outsourcing approach.
Our business may be adversely affected by geopolitical events, natural disasters and other factors that
could directly impact certain of our employees, customers and vendors in countries or regions effected by
such events and factors.
We have a global workforce and global customers. Our employees and customers in a particular country or region
in the world may be impacted as a result of a variety of diversions, including: geopolitical events, such as war, the
threat of war, or terrorist activity; natural disasters or the effects of climate change (such as drought, flooding,
wildfires, increased storm severity, and sea level rise); power shortages or outages, major public health issues,
CONDUENT 2020 ANNUAL REPORT | 17
including pandemics (such as the coronavirus); and significant local, national or global events capturing the
attention of a large part of the population. If any of these, or any other factors, disrupt a country or region where we
have a significant workforce (such as the U.S., India or the Philippines) or customers (such as the U.S. or Europe),
or vendors, our business could be materially adversely affected.
We may be subject to claims of infringement of third-party intellectual property rights which could
adversely affect our results of operation and financial condition.
We rely heavily on the use of intellectual property. We do not own all of the software that we use to run our
business; instead we license this software from a small number of primary vendors. If these vendors assert claims
that we or our clients are infringing on their software or related intellectual property, we could incur substantial costs
to defend these claims, which could materially adversely affect our results of operations and financial condition. In
addition, if any of our vendors’ infringement claims are ultimately successful, our vendors could require us to (i)
cease selling or using products or services that incorporate the challenged software or technology, (ii) obtain a
license or additional licenses from our vendors or (iii) redesign our services which rely on the challenged software or
technology. In addition, we may be exposed to claims for monetary damages. If we are unsuccessful in defending
an infringement claim and our vendors require us to initiate any of the above actions, or we are required to pay
monetary damages, then such actions could materially adversely affect our results of operations and financial
condition.
If we underestimate the scope of work or the costs entailed in performing our contracts, or if we do not fully
perform our contracts, our results of operations and financial condition could be materially adversely
affected.
In order to stay competitive in our industry, we must keep pace with changing technologies and customer
preferences. Many of our contracts require us to design, develop and implement new technological and operating
systems for our customers. Many of these systems involve detailed and complex computer source code which must
be created and integrated into a working system that meets contract specifications. The accounting for these
contracts requires judgment relative to assessing risks, estimating contract revenues and costs and making
assumptions for schedule and technical issues. To varying degrees, each contract type involves some risk that we
could underestimate the costs and resources necessary to fulfill the contract. In each case, our failure to accurately
estimate costs or the resources and technology needed to perform our contracts or to effectively manage and
control our costs during the performance of our work could result, and in some instances has resulted, in reduced
profits or in losses. In addition, many of our contracts contain complicated performance obligations, including,
without limitation, designing and building new integrated computer systems. These contracts carry potential financial
penalties or could result in financial damages or exposures if we fail to properly perform those obligations and have
in the past resulted in and in the future could result in our results of operations and financial condition being
materially adversely affected.
The loss of key senior management or the failure to attract and retain necessary technical personnel and
qualified subcontractors could materially adversely affect our results of operations and financial condition.
Our success depends, in part, upon key managerial and technical personnel, including our ability to attract and
retain additional qualified personnel, as well as qualified subcontractors. The loss of certain key personnel, such as
our Chief Executive Officer (CEO), could materially adversely affect our results of operations and financial condition.
There is no assurance that we can retain our key managerial personnel, or that we can attract similar employees, in
the future.
In addition, because we operate in intensely competitive markets, our success depends to a significant extent upon
our ability to attract, retain and motivate highly skilled and qualified technical personnel and to subcontract with
qualified, competent subcontractors. If we fail to attract, train and retain sufficient numbers of qualified engineers,
technical staff and sales and marketing representatives, or if we are unable to contract with qualified, competent
subcontractors, our results of operations and financial condition could be materially adversely affected. Experienced
and capable personnel in the services industry remain in high demand, and there is continual competition for their
talents. Our ability to renegotiate certain of our legacy third-party contracts which we view as unfavorable, or to
improve the service levels we expect from these contracts and third-party providers, is key to our ability to timely,
efficiently and profitably deliver our services to our customers. Additionally, we have increased and expect to
continue to increase our hiring in geographic areas outside of the United States, which could subject us to increased
geopolitical and exchange rate risk. The loss of any key technical employee, the loss of a key subcontractor
18 | CONDUENT 2020 ANNUAL REPORT
relationship or our inability to renegotiate or obtain required service levels from legacy and other third-party
providers, could materially adversely affect our results of operations and financial condition.
If we fail to successfully develop new service offerings, including new technology components, and protect
our intellectual property rights, we may be unable to retain current customers and gain new customers and
our revenues would decline.
The process of developing new service offerings, including new technology components, is inherently complex and
uncertain. It requires accurate anticipation of customers’ changing needs and emerging technological trends. We
must make long-term investments and commit significant resources before knowing whether these investments will
eventually result in service offerings that achieve customer acceptance and generate the revenues required to
provide desired returns. For example, establishing internal automation processes to help us develop new service
offerings will require significant up-front costs and resources, which, if not monetized effectively, could materially
adversely affect our revenues. In addition, some of our service offerings rely on technologies developed by and
licensed from third-parties. We may not be able to obtain or continue to obtain licenses and technologies from these
third-parties at all or on reasonable terms, or such third-parties may demand cross-licenses to our intellectual
property. It is also possible that our intellectual property rights could be challenged, invalidated or circumvented,
allowing others to use our intellectual property to our competitive detriment. We also must ensure that all of our
service offerings comply with both existing and newly enacted regulatory requirements in the countries in which they
are sold. If we fail to accurately anticipate and meet our customers’ needs through the development of new service
offerings (including technology components) or if we fail to adequately protect our intellectual property rights or if our
new service offerings are not widely accepted or if our current or future service offerings fail to meet applicable
worldwide regulatory requirements, we could lose market share and customers to our competitors and that could
materially adversely affect our results of operations and financial condition.
The Company’s business, operating results and reputation may be negatively impacted by failures or
delays in our efforts to modernize our information technology infrastructure and to consolidate to fewer
data centers.
We have experienced certain disruptions in our operations and service delivery performance issues as a result of
some of our information technology infrastructure that is outdated and that needs to be enhanced and updated,
which disruptions have adversely impacted client and delivery performance. As a result, we are investing in
modernizing a significant portion of our information technology infrastructure with new systems and processes and
consolidating our data centers. This also includes investments in our data centers and networks, enhancement,
modernization and consolidation of our IT infrastructure and customer-facing technologies, enhanced cybersecurity
and movement to cloud-based technology. We expect that these changes will provide greater strategic and
operational flexibility and efficiency and better control of our systems and processes. There is a risk, however, that
our modernization efforts and data center consolidations could materially and adversely disrupt our operations and
our service delivery to customers, could result in contractual penalties or damage claims from customers, could
occur over a period longer than planned, and could require greater than expected investment and other internal and
external resources. It may also take longer to realize the intended favorable benefits from an enhanced technology
infrastructure than we expected, or that disruptions may continue to occur while we enhance this infrastructure.
The process of consolidating our data center involves inherent risks and may cause disruptions to our operations.
In October 2018, we suffered a significant outage as a result of a data center migration, which resulted in unplanned
system unavailability and disruption for our customers. We plan to undertake several data center migrations in the
future and, in the course of these data migrations, could potentially experience significant service outages. Future
service disruptions could hinder our ability to attract new customers, cause us to incur legal liability, contractual
penalties or issue service credits to our customers and cause us to lose current customers, each of which could
have a material adverse effect on our business, results of operations and financial condition.
Our results of operations and financial condition may be materially adversely affected by conditions
abroad, including local economics, political environments, fluctuating foreign currencies and shifting
regulatory schemes.
A portion of our revenues is generated from operations outside the United States. In addition, we maintain
significant operations outside the United States. Our results of operations and financial condition could be materially
adversely affected by changes in foreign currency exchange rates, as well as by a number of other factors,
CONDUENT 2020 ANNUAL REPORT | 19
including, without limitation, changes in economic conditions from country to country, changes in a country’s political
conditions, trade controls and protection measures, financial sanctions, licensing requirements, local tax issues,
capitalization and other related legal matters. The withdrawal of the United Kingdom from the European Union, and
the resulting impact on cross-border transactions and operations between the United Kingdom and the European
Union member states, could materially and adversely affect our operations and financial condition. We generally
hedge foreign currency denominated assets, liabilities and anticipated transactions primarily through the use of
currency derivative contracts. The use of derivative contracts is intended to mitigate or reduce transactional level
volatility in the results of foreign operations but does not completely eliminate volatility. We do not hedge the
translation effect of international revenues and expenses, which are denominated in currencies other than our U.S.
parent functional currency, within our Consolidated Financial Statements. If we are unable to effectively hedge these
risks, our results of operations and financial condition could be materially adversely affected.
Legal, Compliance and Data Security Risks
We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable
information and personal health information, and failure to comply with those laws, whether or not
inadvertent, could subject us to legal actions and negatively impact our operations.
We receive, process, transmit and store information relating to identifiable individuals, both in our role as a service
provider and as an employer. As a result, we are subject to numerous laws and regulations in the United States
(both federal and state) and foreign laws and regulations designed to protect both individually identifiable
information and personal health information, including the Health Insurance Portability and Accountability Act of
1996, as amended (HIPAA), and the regulations promulgated under HIPPA governing, among other things, the
privacy, security and electronic transmission of individually identifiable health information, and the European Union
General Data Protection Regulation (GDPR) (effective May 25, 2018), which imposes stringent data protection
requirements and significant penalties for noncompliance and has had a significant impact on how we process and
handle certain data.
Additional laws of the United States and foreign jurisdictions apply to our processing of individually identifiable
information. These laws have been subject to frequent changes, and new legislation in this area may be enacted at
any time. For example, the GDPR and the invalidation of the U.S.-EU Safe Harbor regime have required us to
implement alternative mechanisms in order for some of our data flows from Europe to the United States to comply
with applicable law. Changes to existing laws, the introduction of new laws in this area or our failure to comply with
existing laws that are applicable to us may subject us to, among other things, additional costs or changes to our
business practices, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity,
restrictions on our ability to obtain and process information and allegations by our customers and clients that we
have not performed our contractual obligations, any of which could materially adversely affect our results of
operations and financial condition.
We are subject to laws of the United States and foreign jurisdictions relating to processing certain financial
transactions, including payment card transactions and debit or credit card transactions, and failure to
comply with those laws, whether or not inadvertent, could subject us to legal actions and materially
adversely affect our results of operations and financial condition.
We process, support and execute financial transactions, and disburse funds, on behalf of both government and
commercial customers, often in partnership with financial institutions. This activity includes receiving debit and credit
card information, processing payments for and due to our customers and disbursing funds on payment or debit
cards to payees of our customers. As a result, we are subject to numerous laws and regulations in the United States
(both federal and state) and in foreign jurisdictions, including the Electronic Fund Transfer Act, as amended, the
Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), as
amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (including the so-called Durbin
Amendment), as amended, the Gramm-Leach-Bliley Act (also known as the Financial Modernization Act of 1999),
as amended, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), as amended. Other United States (both federal and state) and
foreign jurisdiction laws apply to our processing of certain financial transactions and related support services. These
laws are subject to frequent changes, and new statutes and regulations in this area may be enacted at any time.
Changes to existing laws, the introduction of new laws in this area or our failure to comply with existing laws that are
20 | CONDUENT 2020 ANNUAL REPORT
applicable to us may subject us to, among other things, additional costs or changes to our business practices,
liability for monetary damages, fines and civil and/or criminal prosecution, unfavorable publicity, restrictions on our
ability to process and support financial transactions and allegations by our customers, partners and clients that we
have not performed our contractual obligations. Any of these could materially adversely affect our results of
operations and financial condition.
Our data systems, information systems and network infrastructure may be subject to hacking or other
cybersecurity threats and other service interruptions, which could expose us to liability, impair our
reputation or temporarily render us unable to fulfill our service obligations under our contracts.
We are a leading provider of business processing services concentrated in transaction-intensive processing,
analytics and automation. We act as a trusted business partner in both front office and back office platforms,
providing interactions on a substantial scale with our customers and other third-parties. Our customers include
global commercial clients and government clients who depend upon our operational efficiency, non-interruption of
service, and accuracy and security of information. We also use third-party providers such as subcontractors,
software vendors, utility providers and network providers, upon whom we rely for our business processing services,
to deliver uninterrupted, secure service. As part of our business processing services we also develop system
software platforms necessary to support our customers’ needs, with significant ongoing investment in developing
and operating customer-appropriate operating systems, data bases and system software solutions. We also
receive, process, transmit and store substantial volumes of information relating to identifiable individuals, both in our
role as a service provider and as an employer, and we are subject to numerous laws, rules and regulations in the
United States (both federal and state) and foreign jurisdictions designed to protect both individually identifiable
information as well as personal health information. We also receive, process and implement financial transactions,
and disburse funds, on behalf of both commercial and government customers, which activity includes receiving
debit and credit card information to process payments due to our customers as well as disbursing funds to payees
of our customers. As a result of these and other business processing services, the integrity, security, accuracy and
non-interruption of our systems and information technology and that of our third-party providers and our interfaces
with our customers are extremely important to our business, operating results, growth, prospects and reputation.
We have implemented security systems and controls, both directly and with third-party subcontractors and service
providers, with the intent of maintaining both the physical security of our facilities and the data security of our
customers’, clients’ and suppliers’ confidential information and information related to identifiable individuals
(including payment card and debit and credit card information and health information) against unauthorized access
through our information systems or by other electronic transmission or through the misdirection, theft or loss of
physical media. These include, for example, the appropriate encryption of information. Despite such efforts, we are
susceptible to breach of security systems which may result in unauthorized access to our facilities and those of our
customers and/or the information we and our customers are trying to protect. Cybersecurity failure might be caused
by computer hacking, malware, computer viruses, worms and other destructive software, “cyber-attacks” and other
malicious activity, as well as natural disasters, power outages, terrorist attacks and similar events. Operational or
business delays may also result from the disruption of network or information systems and subsequent remediation
activities.
Because the techniques used to obtain unauthorized access are constantly changing and becoming increasingly
more sophisticated and often are not recognized until launched against a target, we or our third-party service
providers may be unable to anticipate these techniques or implement sufficient preventative measures. Hacking,
malware, phishing, viruses and other “cyber-attacks” have become more prevalent, have occurred in our systems in
the past, and may occur in our systems in the future. Although we have implemented and intend to continue to
implement what we believe to be appropriate cyber practices and cybersecurity systems, these systems may prove
to be inadequate and result in the disruption, failure, misappropriation or corruption of our network and information
systems. Notwithstanding the preventative and protective measures we have in place, it may not be possible for us
to fully or timely know if or when such incidents arise, or the full business impact of any cybersecurity breach.
Additionally, with advances in computer capabilities and data protection requirements to address ongoing threats,
we may be required to expend significant capital and other resources to protect against potential security breaches
or to alleviate problems caused by security breaches. Moreover, employee error or malfeasance, faulty password
management or other irregularities may result in a defeat of our or our third-party service providers’ security
measures and a breach of our or our third-party service providers’ information systems (whether digital, cloud-based
or otherwise).
CONDUENT 2020 ANNUAL REPORT | 21
If unauthorized parties gain physical access to one of our or one of our third-party service providers’ facilities or gain
electronic access to our or one of our third-party service providers’ information systems, such access could result in,
among other things, unfavorable publicity and significant damage to our brand, governmental inquiry, oversight and
possible regulatory action, difficulty in marketing our services, loss of existing and potential customers, allegations
by our customers that we have not performed our contractual obligations, litigation by affected parties and possible
financial obligations for substantial damages related to the theft or misuse of such information, any of which could
materially adversely affect our results of operations and financial condition. Similar consequences may arise if
sensitive or confidential information is misdirected, lost or stolen during transmission or transport, or is stolen or
misused. Moreover, a security breach could require us to devote significant management resources to address the
problems created by the security breach and to expend significant additional resources to upgrade further the
security measures that we employ to guard such personal information against "cyber-attacks" and to maintain
various systems and data centers for our customers. Often these systems and data centers must be maintained
worldwide and on a 24/7 basis. Although we endeavor to ensure that there is adequate backup and maintenance of
these systems and centers, we have in the past experienced and in the future could experience service
interruptions that could result in curtailed operations and loss of existing and potential customers, which could
significantly reduce our revenues and profits in addition to significantly impairing our reputation. If our information
systems and our back-up systems are damaged, breached or cease to function properly, we may have to make a
significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim,
each of which could materially adversely affect our results of operations and financial condition.
In addition, our and our customers’ systems and networks are subject to continued threats of terrorism, which could
disrupt our operations as well as disrupt the utilities and telecommunications infrastructure on which our business
depends. To the extent any such disruptions were to occur, our business, operating results and financial condition
could be materially adversely affected.
If we fail to meet industry data security standards, our ability to meet contractual obligations may be
impaired and result in contractual damage or contract breach claims.
In some of our services lines, we are contractually subject to industry data security standards. These industry data
security standards include Card Brand (Visa, Mastercard, American Express, Discover and JCB) operating rules,
certification requirements and rules governing electronic funds transfers, including the Payment Card Industry Data
Security Standard (PCI DSS), a data security standard applicable to companies that collect, store or transmit
payment card data. Another industry standard is the Health Information Trust Alliance (HITRUST) which applies to
aspects of the healthcare industry in addition to other industries. While we are taking steps to achieve future
compliance and/or certification for our systems, we may not be compliant now, and in the future we may not be able
to maintain compliance with PCI DSS, HITRUST and other applicable industry standards. We are taking steps to
achieve compliance and/or certification for our systems, but we cannot assure that these efforts will be successful in
the time period required or at all. Any failure to comply fully or materially with PCI DSS, HITRUST and other
applicable industry standards now or at any point in the future may provide customers the right to terminate
contracts with us or to enforce provisions obligating us to reimburse them for any penalties or costs incurred by
them as a result of our non-compliance, or subject us to other fines, penalties, damages or civil liability, each of
which could have a material adverse effect on our business, financial condition and results of operations. In
addition, failure to meet PCI DSS standards could result in the loss of our ability to accept credit card payments and
the failure to meet HITRUST standards could impact our ability to service customers in the healthcare and other
industries, both of which could have a material adverse impact on our business, results of operations and financial
condition.
Our results of operations and financial condition could be materially adversely affected by legal and
regulatory matters.
We are potentially subject to various contingent liabilities that are not reflected on our balance sheet, including those
arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings concerning:
securities laws; governmental and non-governmental entity contracting, servicing and governmental entity
procurement laws; intellectual property laws; environmental laws; employment laws; the Employee Retirement
Income Security Act of 1974 (ERISA); and other laws, regulations and contractual undertakings, as discussed under
Note 17 – Contingencies and Litigation to our Consolidated Financial Statements. If developments in any of these
matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a
material accrual or materially increase an existing accrual, or if any of these matters result in an adverse judgment
22 | CONDUENT 2020 ANNUAL REPORT
or are settled for significant amounts above any existing accruals, it could materially adversely affect our results of
operations and financial condition in the period or periods in which such change in determination, judgment or
settlement occurs. There can be no assurances as to the favorable outcome of any claim, lawsuit, investigation or
proceeding. It is possible that a resolution of one or more such proceedings, through judgment, settlement or
otherwise, could require us to make substantial payments to satisfy judgments, fines or penalties or settlement
amounts, any of which could materially adversely affect our results of operations and financial condition.
Additionally, the terms of dismissal, settlement, release or other resolution may permit certain claims to be reopened
under certain conditions. Claims, lawsuits investigations and proceedings involving the Company could also result in
reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain services,
requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise
altered products or technologies. In addition, it can be very costly to defend litigation and these costs could
materially adversely affect our results of operations and financial condition. Refer to Note 17 – Contingencies and
Litigation to our Consolidated Financial Statements.
Financial Risks
We have recorded significant goodwill impairment charges and may be required to record additional
charges to future earnings if our goodwill or intangible assets become impaired.
We are required under generally accepted accounting principles to review our intangible assets for impairment
when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required
to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating
that the carrying value of our intangible assets and/or goodwill may not be recoverable include a decline in stock
price and market capitalization, slower growth rates in our industry or our own operations, and/or other materially
adverse events that have implications on the profitability of our business or business segments. We may be
required to record additional charges to earnings during the period in which any impairment of our goodwill or other
intangible assets is determined which could adversely impact our results of operations. As of December 31, 2020,
our goodwill balance was $1.5 billion, which represented 35.9% of total consolidated assets. Refer to Note 9 –
Goodwill and Intangible Assets, Net to our Consolidated Financial Statements for additional information about our
2019 goodwill impairment.
Our significant indebtedness could materially adversely affect our results of operations and financial
condition.
We have and will continue to have a significant amount of debt and other obligations. Our substantial debt and other
obligations could have important consequences.
For example, it could (i) increase our vulnerability to general adverse economic and industry conditions; (ii) limit our
ability to obtain additional financing for future working capital, capital expenditures, acquisitions and other general
corporate requirements; (iii) require us to dedicate a substantial portion of our cash flows from operations to service
debt and other obligations thereby reducing the availability of our cash flows from operations for other purposes; (iv)
limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
(v) place us at a competitive disadvantage compared to our competitors that have less debt; and (vi) become due
and payable upon a change in control. If new debt is added to our current debt levels, these related risks could
increase.
Our ability to make payments on and to refinance our indebtedness, as well as any future debt that we may incur,
will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to
generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are
beyond our control.
The terms of our indebtedness may restrict our current and future operations, particularly our ability to
incur debt that we may need to fund initiatives in response to changes in our business, the industries in
which we operate, the economy and governmental regulations.
The terms of our indebtedness include a number of restrictive covenants that impose significant operating and
financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term
best interests. These may restrict our and our subsidiaries’ ability to take some or all of the following actions:
CONDUENT 2020 ANNUAL REPORT | 23
incur or guarantee additional indebtedness or sell disqualified or preferred stock;
pay dividends on, make distributions in respect of, repurchase or redeem capital stock;
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• make investments or acquisitions;
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sell, transfer or otherwise dispose of certain assets, including accounts receivable;
create liens;
enter into sale/leaseback transactions;
enter into agreements restricting the ability to pay dividends or make other intercompany transfers;
consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;
enter into transactions with affiliates;
prepay, repurchase or redeem certain kinds of indebtedness;
issue or sell stock of our subsidiaries; and/or
significantly change the nature of our business.
As a result of all of these restrictions, we may be:
•
•
•
limited in how we conduct our business and pursue our strategy;
unable to raise additional debt financing to operate during general economic or business downturns; or
unable to compete effectively or to take advantage of new business opportunities.
A breach of any of the restrictive covenants, if applicable, could result in an event of default under the terms of this
indebtedness. If an event of default occurs, the lenders would have the right to accelerate the repayment of such
debt and the event of default or acceleration may result in the acceleration of the repayment of any other of our debt
to which a cross-default or cross-acceleration provision applies. Furthermore, under this indebtedness we have
pledged our assets as collateral as security for our repayment obligations. If we were unable to repay any amount of
this indebtedness when due and payable, the lenders could proceed against the collateral that secures this
indebtedness. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient
assets to repay such indebtedness, which could materially adversely affect our results of operations and financial
condition.
In addition, our credit facility bears interest at a rate that varies depending on the LIBOR. On July 27, 2017, the UK's
Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of
2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established
such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference
Rates Committee, a steering committee comprised of large U.S. financial institutions, announced replacement of
U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by U.S. Treasury
securities called the Secured Overnight Financing Rate ("SOFR"). The first publication of SOFR was released in
April 2018. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question and the
future of LIBOR at this time is uncertain. If LIBOR rates are no longer available, our costs of borrowings under our
credit facilities may be negatively impacted, which could have an adverse effect on our results of operations.
Our profitability is dependent upon our ability to obtain adequate pricing for our services and to improve
our cost structure.
Our success depends on our ability to obtain adequate pricing for our services that will provide a reasonable return
to our shareholders. Depending on competitive market factors, future prices we obtain for our services may decline
from previous levels. If we are unable to obtain adequate pricing for our services, it could materially adversely affect
our results of operations and financial condition. In addition, our contracts are increasingly requiring tighter timelines
for implementation as well as more stringent service level metrics. This makes the bidding process for new
contracts much more difficult and requires us to adequately consider these requirements in the pricing of our
services.
In order to meet the service requirements of our customers, which often includes 24/7 service, and to optimize our
employee cost base, including our back-office support, we often locate our delivery service and back-office support
centers in lower-cost locations, including several developing countries. Concentrating our centers in these locations
presents a number of operational risks, many of which are beyond our control, including the risks of political
instability, natural disasters, safety and security risks, labor disruptions, excessive employee turnover and rising
labor rates. Additionally, a change in the political environment in the United States or the adoption and enforcement
of legislation and regulations curbing the use of such centers outside of the United States could materially adversely
24 | CONDUENT 2020 ANNUAL REPORT
affect our results of operations and financial condition. These risks could impair our ability to effectively provide
services to our customers and keep our costs aligned to our associated revenues and market requirements.
Our ability to sustain and improve profit margins is dependent on a number of factors, including our ability to
continue to improve the cost efficiency of our operations through such programs as RPA, to absorb the level of
pricing pressures on our services through cost improvements and to successfully complete information technology
initiatives. If any of these factors adversely materialize or if we are unable to achieve and maintain productivity
improvements through restructuring actions or information technology initiatives, our ability to offset labor cost
inflation and competitive price pressures would be impaired, each of which could materially adversely affect our
results of operations and financial condition.
If we are unable to collect our receivables for billed or unbilled services, our results of operations and
financial condition could be materially adversely affected.
The profitability of certain of our large contracts depends on our ability to successfully obtain payment from our
clients of the amounts they owe us for work performed. Actual losses on client balances could differ from current
estimates and, as a result, may require adjustment of our receivables for unbilled services. Our receivables include
long-term contracts. Over the course of a long-term contract, our customers’ financial condition may change such
that their ability to pay their obligations, and our ability to collect our fees for services rendered, is adversely
affected. Additionally, we may perform work for the federal, state and local governments, with respect to which we
must file requests for equitable adjustment or claims with the proper agency to seek recovery in whole or in part, for
out-of-scope work directed or caused by the government customer in support of its project, and the amounts of such
recoveries may not meet our expectations or cover our costs. Timely collection of client balances also depends on
our ability to complete our contractual commitments (such as our ability to achieve specified milestones in
percentage-of-completion contracts) and bill and collect our contracted revenues. If we are unable to meet our
contractual requirements, we might experience delays in collection of and/or be unable to collect our client
balances, and if this occurs, our results of operations and financial condition could be adversely affected. In
addition, if we experience an increase in the time to bill and collect for our services, our results of operations and
financial condition could be materially adversely affected.
A decline in revenues from or a loss or failure of significant clients could materially adversely affect our
results of operations and financial condition.
Our results of operations and financial condition could be materially adversely affected by the loss or failure of
significant clients or any significant reduction in revenue volumes from our significant clients, which has occurred in
the past and could occur in the future. Some of our clients are in business sectors which have experienced
significant financial difficulties or consolidation, and/or the reduction of volumes or their inability to make payments
to us, as a result of, among other things, their merger or acquisition, divestiture of assets or businesses, contract
expiration, nonrenewal or early termination (including termination for convenience) or business or financial failure or
deterioration. Economic and political conditions could affect our clients’ businesses and the markets they serve.
Competition from other service providers and bringing these services in-house could also be expected to adversely
impact our revenues.
We have non-recurring revenue, which subjects us to a risk that our revenues and cash flows from
operations may fluctuate from period to period.
Revenue generated from our non-recurring services may fluctuate due to factors both within and outside of our
control. Our mix of non-recurring and recurring revenues is impacted by acquisitions as well as growth in our non-
recurring lines of business, as well as our strategic decisions to exit or reduce our services in particular service
areas. There is less predictability and certainty in the timing and amount of revenues generated by our non-
recurring services and, accordingly, our results of operations and financial condition could be materially adversely
affected by the timing and amount of revenues generated from our non-recurring services
The failure to obtain or maintain a satisfactory credit rating could adversely affect our liquidity, capital
position, borrowing costs, access to capital markets and ability to post surety or performance bonds to
support clients’ contracts.
Any future downgrades to our credit rating could negatively impact our ability to renew contracts with our existing
clients, limit our ability to compete for new clients, result in increased premiums for surety or performance bonds to
CONDUENT 2020 ANNUAL REPORT | 25
support our clients’ contracts and/or result in a requirement that we provide collateral to secure our surety or
performance bonds. Further, certain of our commercial outsourcing contracts provide that, in the event our credit
ratings are downgraded to specified levels, the client may elect to terminate its contract with us and either pay a
reduced termination fee or, in some limited instances, no termination fee. Such a credit rating downgrade could
adversely affect these client relationships.
There can be no assurance that we will be able to maintain our credit ratings. Any additional actual or anticipated
downgrades of our credit ratings, including any announcement that our ratings are under review for a downgrade,
may have a negative impact on our liquidity, capital position and access to capital markets.
Increases in the cost of telephone and data services or significant interruptions in such services could
materially adversely affect our results of operations and financial condition.
Our business is significantly dependent on telephone and data services provided by various local and long distance
telephone and data service providers around the world. Accordingly, any disruption of these services could
materially adversely affect our results of operations and financial condition. We have taken steps to mitigate our
exposure to service disruptions by investing in redundant circuits, although there is no assurance that the redundant
circuits would not also suffer disruption. Any inability to obtain telephone or data services at favorable rates could
materially adversely affect our results of operations and financial condition. Where possible, we have entered into
long-term contracts with various providers to mitigate short-term rate increases and fluctuations. There is no
obligation, however, for the vendors to renew their contracts with us, or to offer the same or lower rates in the future,
and such contracts are subject to termination or modification for various reasons outside of our control. A significant
increase in the cost of telephone or data services that is not recoverable through an increase in the price of our
services could materially adversely affect our results of operations and financial condition. In addition, a number of
our facilities are located in jurisdictions outside of the United States where the provision of utility services, including
electricity and water, may not be consistently reliable, and while there are backup systems in many of our operating
facilities, an extended outage of utility or network services could materially adversely affect our results of operations
and financial condition.
We are a holding company and, therefore, may not be able to receive dividends or other payments in
needed amounts from our subsidiaries.
Our principal assets are the shares of capital stock and indebtedness of our subsidiaries. We rely on dividends,
interest and other payments from these subsidiaries to meet our obligations for paying principal and interest on
outstanding debt obligations, paying corporate expenses and, if determined by our Board, paying dividends to
shareholders and repurchasing common shares. Certain of our subsidiaries are subject to regulatory requirements
of the jurisdictions in which they operate or other restrictions that may limit the amounts that these subsidiaries can
pay in dividends or other payments to us. No assurance can be given that there will not be further changes in law,
regulatory actions or other circumstances that could restrict the ability of our subsidiaries to pay dividends to us. In
addition, due to differences in tax rates, repatriation of funds from certain countries into the United States could
have unfavorable tax ramifications for us.
COVID-19 Pandemic Related Risks
Our business has been and will continue to be negatively impacted by the ongoing coronavirus pandemic.
Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory
syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a
global pandemic and has spread to most regions of the world.
As a result of the COVID-19 pandemic, we have experienced and can be expected to continue to experience
disruptions to our business, our operations, the delivery of our services and customer demand for our services and
business offerings, including:
•
Social distancing, shelter-in-place and stay-at-home requirements and guidance of national, regional, state
and local governments have required that substantial services being performed by us for our customers be
shifted to work-from-home alternatives, which have created added burdens, risks and costs, including but
26 | CONDUENT 2020 ANNUAL REPORT
not limited to: the added cost and uncertainty created by a significant change in our delivery model; delays
and disruptions resulting from organizing and implementing work-from-home solutions, particularly in our
lower cost geographies, such as India and the Philippines, which have not in the past generally permitted or
accommodated work-from-home alternatives; customer protocols not allowing, without express customer
waiver or permission, work-from-home alternatives, due to sensitivity of customer data, inclusion of
personally identifiable information, cybersecurity and data security concerns, and other factors; delays and
disruptions in providing customer services which may adversely affect our reputation and may in the future
result in failure to satisfy customer contract requirements and other noncompliance issues; challenges in
and cost of equipping work-from-home solutions with appropriate technology equipment and software, with
suitable security protections; potential for increased cybersecurity and other data security issues;
compliance with legal, regulatory, industry and customer standards and specifications; and increased
logistical issues resulting from unexpected shift in service delivery model. As a result of these and other
factors related to work-from-home solutions, we have experienced and can be expected to continue to
experience delays and disruptions and an adverse impact on our business, operations, costs, satisfaction of
customer requirements and operating results and financial condition.
•
•
The COVID-19 pandemic has impacted and may be expected to continue to adversely impact customer
demand for our services and business offerings. Many of our customers have experienced and will continue
to experience substantial disruption in their own operations. In addition, many of our governmental and non-
governmental customers have been allocating resources and management attention away from the ordinary
conduct of their business and toward responding to COVID-19 related emergent events. Our sales and
marketing personnel are also largely required to perform their services via virtual or other
telecommunication alternatives, rather than in-person interactions. The COVID-19 pandemic has also
resulted in greater customer uncertainty in their short-term and longer-term needs. In addition, under certain
contracts we earn revenues based on the number of transactions processed, such as, for example, certain
transportation and credit card processing arrangements where the number of transactions has decreased
due to the COVID-19 pandemic. These and other pandemic-related factors have and will continue to
adversely impact revenues, sales, new business opportunities, pricing and our sales pipeline.
Further, our management has been focused on mitigating the impact of the COVID-19 pandemic, which has
required and will continue to require a substantial investment of time and resources across our enterprise.
This has resulted and can be expected to continue to result in a diversion of management attention,
resources and previously planned investments away from strategic, operational and technological initiatives
which had been intended to improve customer demand, new business opportunities, business retention,
service delivery, potential divestitures or acquisitions, and the overall profitability of our business and we
cannot predict how long this may continue.
• Our government contracts are often subject to a government entity’s right to change the scope of work or to
terminate their project for funding reasons or at their convenience. Due to the COVID-19 pandemic and its
current and future impact on governments, budgets and resources, we may experience government
contracts’ reductions or terminations.
• We are a leading provider of business processing services concentrated on transaction-intensive
processing including financial transactions. If we fail to satisfy a customer’s requirements or specifications,
we could incur additional costs to address such dissatisfaction or on account of such deficiency as well as
receive notice of termination. The COVID-19 pandemic has had and can be expected to continue to have
an impact on compliance and non-interruption of service under certain customer contractual requirements,
and certain customer relationships can be expected to be adversely impacted, in addition to our incurring
added costs in response to any deficiency.
•
The COVID-19 pandemic may have had and may continue to have an adverse impact on the operations,
financial results and finances of many of our customers, which could impact customer payment cycles and
payments due from customers.
• We rely on third parties to provide technology, other services and products we need to operate our
business. Delays or interruption in the operations of third parties on which we rely may result in disruptions
in our own operations and fulfillment of our customers’ requirements.
CONDUENT 2020 ANNUAL REPORT | 27
•
The economic downturn could also result in the carrying value of our goodwill or other intangible assets
exceeding their fair value, which could require us to recognize further asset impairment.
• We also cannot predict the impact of remote working arrangements on our internal systems and normal
administrative services.
•
•
To the extent we draw under our credit facility, our debt would increase. Such increase in our level of debt
could adversely affect our financial results or ability to incur additional debt and could negatively impact our
credit ratings. In addition, as a result of the risks described above, we may be required to raise additional
debt or equity financing, and our access to and cost of financing will depend on, among other things, global
economic conditions, conditions in the global financing markets, the availability of sufficient amounts of
financing, our prospects, our credit ratings, and the outlook for our industry as a whole. If, as a result of
COVID-19, credit agencies downgrade our credit ratings, or general market conditions were to ascribe
higher risk to our credit rating levels, our access to capital and cost of debt financing may be negatively
impacted and certain of our existing commercial agreements may require us to post collateral; the
continuing impact of the COVID-19 pandemic could also negatively impact our compliance with our financial
covenants under our credit facilities. In addition, the terms of future debt agreements could include more
restrictive covenants.
The trading prices for our common shares and the securities of other companies in our industry have been
highly volatile as a result of the COVID-19 pandemic and a recession, depression or other sustained
adverse market event resulting from the COVID-19 pandemic could materially and adversely affect the
financial markets, the value of our common shares and our ability to obtain equity or debt financing on
favorable or acceptable terms.
The COVID-19 pandemic continues to rapidly evolve, and additional material impacts and disruptions are likely to
occur. These and other factors, which may worsen, can be expected to have a material adverse impact on our
business, operations, financial results and capital resources. The ultimate impact of the COVID-19 pandemic on us
is highly uncertain and subject to change and will depend on future developments, which cannot be accurately
predicted, including the duration of the pandemic, continued emergence of new strains of COVID-19, the availability
of an effective vaccine and the speed with which it is administered to the public, additional or modified government
actions, new information that will emerge concerning the severity and impact of COVID-19 and the actions taken to
contain COVID-19 or address its impact in the short and long-term, among others. We do not yet know and cannot
predict the full extent of potential impacts on our business, our services and business offerings or our operating
results and financial condition.
28 | CONDUENT 2020 ANNUAL REPORT
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
We lease and own numerous facilities worldwide with larger concentrations of space in Kentucky, New Jersey,
California, Mexico, Guatemala, India, the Philippines, Jamaica and Romania. Our owned and leased facilities house
general offices, sales offices, service locations, call centers and distribution centers. The size of our property
portfolio as of December 31, 2020 was approximately 5.9 million square feet at an annual operating cost (lease
costs and expenses) of approximately $158 million and was composed of 207 leased properties and 4 owned
properties. We believe that our current facilities are suitable and adequate for our current businesses. Because of
the interrelation of our business segments, each of the segments uses substantially all of these properties at least in
part.
We had 0.6 million square feet of our leased and owned properties that became surplus in 2020 due to the
implementation of our efficiency initiatives to consolidate our real estate footprint. We aggressively managed our
surplus properties through early terminations and subleasing of leased properties and the sale of owned properties.
As a result, approximately 0.8 million square feet of the surplus property portfolio were resolved during the year
ended December 31, 2020. Additional leased and owned properties may become surplus in the future as we
continue to optimize our workforce location strategy based on existing conditions and leverage enhanced work-
from-home capabilities. We are obligated to maintain our leased surplus properties through required contractual
lease periods and plan to dispose of or sublease these properties.
ITEM 3. LEGAL PROCEEDINGS
The information set forth under Note 17 – Contingencies and Litigation to the Consolidated Financial Statements in
Part II, Item 8 is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
CONDUENT 2020 ANNUAL REPORT | 29
Part II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Stock Exchange Information
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
There were 24,475 shareholders of record as of January 31, 2021.
Conduent Common Stock Dividends
We did not pay any dividends on our common stock in 2020. We intend to retain future earnings for use in the
operation of our business and to fund future growth. We do not anticipate paying any dividends on our common
stock for the foreseeable future.
Performance Graph
Comparison of 48 Month Cumulative Total Return
Assumes Initial Investment of $100
December 2020
300.00
250.00
200.00
150.00
100.00
50.00
0.00
1 / 3 / 2 0 1 7
3 / 3 1 / 2 0 1 7
6 / 3 0 / 2 0 1 7
9 / 3 0 / 2 0 1 7
1 2 / 3 1 / 2 0 1 7
3 / 3 1 / 2 0 1 8
6 / 3 0 / 2 0 1 8
9 / 3 0 / 2 0 1 8
1 2 / 3 1 / 2 0 1 8
3 / 3 1 / 2 0 1 9
6 / 3 0 / 2 0 1 9
9 / 3 0 / 2 0 1 9
1 2 / 3 1 / 2 0 1 9
3 / 3 1 / 2 0 2 0
6 / 3 0 / 2 0 2 0
9 / 3 0 / 2 0 2 0
1 2 / 3 1 / 2 0 2 0
Conduent Incorporated
S&P 500 Index - Total Return
S&P Software and Services Index
Sales of Unregistered Securities During the Quarter Ended December 31, 2020
None
30 | CONDUENT 2020 ANNUAL REPORT
Securities Authorized for Issuance Under Existing Equity Compensation Plans
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.
CONDUENT 2020 ANNUAL REPORT | 31
ITEM 6. 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)
2020
Revenues
Costs and Expenses
Loss before Income Taxes
Income tax (benefit) expense
Net Loss
Loss per Share(2):
Basic
Diluted
2019
Revenues
Costs and Expenses(1)
Loss before Income Taxes
Income tax (benefit) expense
Net Loss
Loss per Share(2):
Basic
Diluted
_________________
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
$
1,051 $
1,016 $
1,041 $
1,055 $
4,163
1,102
1,080
1,054
1,066
4,302
(51)
(2)
(64)
(13)
(13)
(6)
(11)
—
(139)
(21)
$
(49) $
(51) $
(7) $
(11) $
(118)
$
$
(0.24) $
(0.25) $
(0.04) $
(0.07) $
(0.61)
(0.24) $
(0.25) $
(0.04) $
(0.07) $
(0.61)
$
1,158 $
1,112 $
1,098 $
1,099 $
4,467
1,496
(338)
(30)
2,231
(1,119)
(90)
1,112
1,734
(14)
2
(635)
(54)
6,573
(2,106)
(172)
$
(308) $
(1,029) $
(16) $
(581) $
(1,934)
$
$
(1.49) $
(4.94) $
(0.09) $
(2.76) $
(9.29)
(1.49) $
(4.94) $
(0.09) $
(2.76) $
(9.29)
(1) First quarter, second quarter, fourth quarter and full year 2019 include goodwill impairment charge of $284 million, $1.1 billion, $601 million
and approximately $2.0 billion, respectively. 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 loss per share may differ from the full-year amounts due to rounding.
32 | CONDUENT 2020 ANNUAL REPORT
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (MD&A) is intended to help the reader understand the results
of operations and financial condition of Conduent. This MD&A is provided as a supplement to, and should be read in
conjunction with, our Consolidated Financial Statements and the accompanying notes in this Form 10-K for the year
ended December 31, 2020. This MD&A provides additional information about our operations, current developments,
financial condition, cash flows and results of operations.
Throughout the MD&A, we refer to various notes to our Consolidated Financial Statements which appear in Item 8
of this Form 10-K, and the information contained in such notes is incorporated by reference into the MD&A in the
places where such references are made.
Overview
With revenues of $4.2 billion, we are a leading provider of business process services with expertise in transaction-
intensive processing, analytics and automation. We serve as a trusted business partner in both the front office and
back office, enabling personalized, seamless interactions on a massive scale that improve end-user experience.
Headquartered in Florham Park, New Jersey, we have a team of approximately 63,000 people as of December 31,
2020, servicing customers from service centers in 22 countries. In 2020, 10% of our revenue was generated outside
the U.S.
Our reportable segments correspond to how we organize and manage the business and are aligned to the
industries in which our clients operate.
We organize and manage our businesses through three reportable segments.
•
Commercial Industries – Our Commercial Industries segment provides business process services and
customized solutions to clients in a variety of industries. Across the Commercial Industries segment, we operate
on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and
enable revenue growth for our clients and their consumers and employees.
• Government Services – Our Government Services segment provides government-centric business process
services to U.S. federal, state and local and foreign governments for public assistance, health services, program
administration, transaction processing and payment services. Our solutions in this segment help governments
respond to changing rules for eligibility and increasing citizen expectations.
•
Transportation – Our Transportation segment provides systems and support, as well as revenue-generating
services, to government clients. On behalf of government agencies and authorities in the transportation industry,
we deliver mission-critical mobility and payment solutions that improve automation, interoperability and
decision-making to streamline operations, increase revenue and reduce congestion while creating safer
communities and seamless travel experiences for consumers.
CONDUENT 2020 ANNUAL REPORT | 33
Significant 2020 Actions
•
•
•
Strong new business signings results – A strong year of new business with total contract value (TCV)
signings of $1,934 million in 2020, representing an increase of 94% compared to that of the prior year period.
Draw down on revolver – In March 2020, we drew down $150 million of our $750 million Senior Credit Facility
(Revolver) as a precautionary measure in response to the COVID-19 pandemic. This amount was repaid in
December 2020.
Cost savings initiative – Beginning in the first quarter of 2020, we expanded the focus of our efficiency
initiatives to include both permanent and temporary cost efficiencies, aimed to offset as much of the COVID-19
related negative impacts as possible. We announced an initial target amount of approximately $100 million of
cost savings impact in 2020 and subsequently increased this amount throughout the year. We achieved
approximately $145 million of cost savings impact in 2020 in both permanent savings, such as headcount and
vendor optimization, and temporary savings, such as furloughs and reduced travel.
• Operational improvements – We have made significant progress on our “Growth”, “Quality”, and “Efficiency”
initiatives by leveraging changes to people, process, and technology. Specific actions have included
standardizing governance processes for client implementations, account management, and incident response,
centralizing and enhancing the salesforce, restructuring to leverage a shared services model and addressing
spans and layers, instituting a global IT command center, continuing to make progress on the data center
consolidation plan, among others. These actions have resulted in improvements across the “Growth”, “Quality”,
and “Efficiency” pillars. For example, we have shown a significant reduction of the number of technology-related
incidents and outages, improvements in associate satisfaction survey results, and increases in service level
agreement payments from customers.
Significant 2019 Actions
•
•
•
Business acquisition – In January 2019, we acquired Health Solution Plus, a software provider of healthcare
payer administration solutions for a total base consideration of $90 million. This acquisition is part of the
Commercial Industries segment. Refer to Note 5 – Business Acquisition to the Consolidated Financial
Statements for additional information regarding this acquisition.
Disposition – In February 2019, we completed the sale of a portfolio of select standalone customer care
contracts for $25 million. The business sold represented $36 million and $439 million of revenues in 2019 and
2018, respectively. Refer to Note 4 – Divestiture to the Consolidated Financial Statements for additional
information regarding this sale.
Litigation settlement – In February 2019, we reached a settlement agreement and release with the State of
Texas ("State") and the Texas Department of Health and Human Services, which was amended in May 2019
("Texas Agreement"). Pursuant to the terms of the Texas Agreement, the Company was required to pay the
State $236 million, of which $118 million was paid in 2019 and the remaining $118 million paid in January 2020.
Refer to Note 17 – Contingencies and Litigation to the Consolidated Financial Statements for additional
information regarding this litigation settlement.
• Goodwill impairment – During 2019, we performed interim goodwill impairment assessments for all our
reporting units which resulted in a cumulative impairment charge of $2.0 billion. Refer to Note 9 – Goodwill and
Intangible Assets, Net to the Consolidated Financial Statements for details regarding the facts and
circumstances that led to this impairment charge.
COVID-19 Outbreak
Throughout the COVID-19 pandemic, we have continued to provide critical and best-in-class services to our
customers and their end-users, while ensuring the health and safety of our associates. To address the potential
impact to our business over the near-term, our Business Continuity team established a proactive plan in the first
quarter of 2020 that has continued throughout the year, which includes:
34 | CONDUENT 2020 ANNUAL REPORT
•
•
Supporting our associates with a number of specific initiatives, including making improvements to our policies to
extend short term disability, providing extra supplemental sick leave coverage and introducing a hardship leave
policy.
Increased sanitation and social distancing for required on-site essential associates.
At the end of 2020, approximately 75% of our workforce had shifted to work-from-home. We will start a slow and
measured approach to bring associates back to our offices, as appropriate. This will be a phased process based on
the specific COVID-19 conditions in certain geographies, as well as, business requirements.
As the crisis continues, we may revise our approach to these initiatives or take additional actions to meet the needs
of our employees, customers and their end-users as well as the Company's needs and to continue to provide our
mission-critical services and solutions.
For the year ended December 31, 2020, we estimated an $85 million unfavorable impact on revenue was
attributable to the COVID-19 pandemic or COVID-19 related effects. In addition to reductions in certain direct costs,
we also achieved certain temporary cost savings associated with our cost reduction program which were estimated
to be $59 million for the year ended December 31, 2020. These temporary cost actions were primarily driven by
pandemic related furloughs, reduced travel, vendor and facilities spend. The estimated effect of the COVID-19
pandemic on our pre-tax income, which includes the net revenue impact, incremental costs and benefit from
temporary cost savings was a reduction of $23 million for the year ended December 31, 2020.
Refer to the discussion of results of operations below for additional discussion of COVID-19 pandemic related
effects.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (U.S. GAAP) requires us to make estimates and assumptions in certain circumstances that affect
amounts reported in the accompanying Consolidated Financial Statements and notes thereto. In preparing our
Consolidated Financial Statements, we have made our best estimates and judgments of certain amounts included
in the Consolidated Financial Statements giving due consideration to materiality. However, application of these
accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ from these estimates. Senior management has discussed the development and
selection of the critical accounting policies, estimates and related disclosures included herein with the Audit
Committee of the Board of Directors. We consider these as critical to understanding our Consolidated Financial
Statements, as their application places the most significant demands on management's judgment, since financial
reporting results rely on estimates of the effects of matters that are inherently uncertain. In instances where different
estimates could have reasonably been used, we disclose the impact of these different estimates on our operations.
In certain instances, the accounting rules are prescriptive; therefore, it would not have been possible to reasonably
use different estimates. Changes in assumptions and estimates are reflected in the period in which they occur. The
impact of such changes could be material to our results of operations and financial condition in any quarterly or
annual period.
Specific risks associated with these critical accounting policies are discussed in the MD&A, where such policies
affect our reported and expected financial results. For a detailed discussion of the application of these and other
accounting policies, refer to Note 1 – Basis of Presentation and Summary of Significant Accounting Policies to the
Consolidated Financial Statements.
Leases
The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets
the classification criteria of a finance or operating lease. The Company accounts for lease and non-lease
components separately for its equipment leases, based on the estimated standalone price of each component, and
combines lease and non-lease components for its real estate leases. The Company's leases generally do not
provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when
measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the
Company would incur at lease commencement to borrow an amount equal to the lease payments on a
CONDUENT 2020 ANNUAL REPORT | 35
collateralized basis over the term of a lease within a particular currency environment. Refer to Note 1 – Basis of
Presentation and Summary of Significant Accounting Policies for additional information regarding our lease
accounting policies.
Revenue Recognition
Application of the accounting principles in U.S. GAAP related to the measurement and recognition of revenue
requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may
require significant contract interpretation to determine the appropriate accounting. Refer to Note 1 – Basis of
Presentation and Summary of Significant Accounting Policies and Note 2 – Revenue to the Consolidated Financial
Statements for additional information regarding our revenue recognition policies.
Intangible Assets
The fair values of identifiable intangible assets are primarily estimated using an income approach. These estimates
include market participant assumptions and require projected financial information, including assumptions about
future revenue growth and costs necessary to facilitate the projected growth. Other key inputs include assumptions
about technological obsolescence, customer attrition rates, brand recognition, the allocation of projected cash flows
to identifiable intangible assets and discount rates. We regularly review for impairment intangible assets with finite
lives whenever events or changes in circumstances indicate the carrying amount of an asset may not be
recoverable. Factors we consider important which could trigger an impairment review include the following:
•
•
•
significant underperformance relative to historical or projected future operating results;
significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and
significant negative industry or economic trends.
When we determine that the carrying value of intangibles and long-lived assets may not be recoverable based upon
the existence of one or more of the above indicators of potential impairment, we assess whether an impairment has
occurred based on whether net book value of the assets exceeds the related projected undiscounted cash flows
from these assets groups. We consider a number of factors, including past operating results, budgets, economic
projections, market trends and product development cycles in estimating future cash flows. Differing estimates and
assumptions as to any of the factors described above could result in a materially different impairment charge, if any,
and thus materially different results of operations.
Goodwill
Goodwill is not amortized but rather tested for impairment annually, or more frequently if an event or circumstance
indicates that impairment may have been incurred. Events or circumstances that might indicate an interim
evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting
unit specific economic factors, supply costs, unanticipated adverse events or conditions impacting revenues, cash
flows or profitability, unanticipated competitive activities and acts by governments and courts.
Application of the interim and annual goodwill impairment test requires judgment, including the identification of
reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and
the assessment of the fair value of each reporting unit. We currently have six reporting units which support our three
reportable segments: Customer Experience Management, Business Operations Solutions, Commercial Healthcare
and Human Resources and Learning Services (together comprising Commercial Industries), Government Services
and Transportation.
Our annual quantitative impairment test of goodwill was performed as of October 1, 2020.
In our quantitative test, we estimate the fair value of each reporting unit by weighting the results from the income
approach (discounted cash flow methodology) and market approach. These valuation approaches require
significant judgment and consider several factors that include, but are not limited to, expected future cash flows,
growth rates and discount rates and comparable multiples from publicly traded companies in our industry. In
addition, we are required to make certain assumptions and estimates regarding the current economic environment,
industry factors and the future profitability of our businesses.
36 | CONDUENT 2020 ANNUAL REPORT
When performing our discounted cash flow analysis for each reporting unit, we incorporate the use of projected
financial information and discount rates that are developed using market participant-based assumptions. The cash-
flow projections are based on three-year financial forecasts developed by management that include revenue and
expense projections, restructuring activities, capital spending trends and investment in working capital to support
anticipated revenue growth or other changes in the business. The selected discount rates consider the risk and
nature of the respective reporting units' cash flows, appropriate capital structure and rates of return that market
participants would require to invest their capital in our reporting units.
We believe these assumptions are appropriate and reflect our forecasted long-term business model and consider
our historical results as well as the current economic environment and markets that we serve. The most significant
assumption used in the goodwill analysis relates to the discount rates (ranging from 12.25% to 13.00%) and long-
term organic growth rates (ranging from 2.5% to 3.0%) for the reporting units within the Commercial Industries,
Government Services and Transportation reportable segments.
Based on our quantitative assessments, we concluded that the fair value of our reporting units exceeded their
respective carrying values and, accordingly, we did not record any goodwill impairment charge in the year ended
December 31, 2020.
During 2019, we performed interim goodwill impairment assessments for all our reporting units which resulted in a
cumulative impairment charge of $2.0 billion. Refer to Note 9 – Goodwill and Intangible Assets, Net to the
Consolidated Financial Statements for details regarding the facts and circumstances that led to this impairment
charge.
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. The determination of our
provision for income taxes requires significant judgment, the use of estimates and the interpretation and application
of complex tax laws. Our provision is based on nonrecurring events as well as recurring factors, including the
taxation of foreign income. In addition, our provision will change based on discrete or other nonrecurring events
such as audit settlements, tax law changes, changes in valuation allowances and other factors, that may not be
predictable. In the event that there is a significant unusual or one-time item recognized in our operating results, the
taxes attributable to that item would be separately calculated and recorded at the same time as the unusual or one-
time item.
We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities
and amounts reported in our Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.
We follow very specific and detailed guidelines in each tax jurisdiction regarding the recoverability of any tax assets
recorded in our Consolidated Balance Sheets and provide valuation allowances as required. We regularly review
our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the
expected timing of the reversals of existing temporary differences and tax planning strategies. Gross deferred tax
assets of $294 million and $309 million had valuation allowances of $83 million and $72 million at December 31,
2020 and 2019, respectively.
We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, we may incur
additional tax expense based upon our assessment of the more-likely-than-not outcomes of such matters. In
addition, when applicable, we adjust previously recorded tax expense to reflect examination results. Our ongoing
assessments of the more-likely-than-not outcomes of examinations and related tax positions require judgment and
can materially increase or decrease our effective tax rate, as well as impact our operating results. Unrecognized tax
benefits were $23 million, $24 million and $20 million at December 31, 2020, 2019 and 2018, respectively.
Refer to Note 16 – Income Taxes to the Consolidated Financial Statements for additional information regarding
deferred income taxes and unrecognized tax benefits.
CONDUENT 2020 ANNUAL REPORT | 37
Loss Contingencies
We are currently involved in various claims and legal proceedings. At least quarterly, we review the status of each
significant matter and assess its potential financial exposure considering all available information including, but not
limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information
and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered
probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant
judgment is required in both the determination of probability and the determination as to whether an exposure is
reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best
information available at the time. As additional information becomes available, we reassess the potential liability
related to pending claims and litigation and may revise estimates. These revisions in the estimates of the potential
liabilities could have a material impact on the results of operations and financial position.
Refer to Note 17 – Contingencies and Litigation to the Consolidated Financial Statements for additional information
regarding loss contingencies.
Recent Accounting Changes
See Note 1 – Basis of Presentation and Summary of Significant Accounting Policies for information on accounting
standards adopted during the current year, as well as recently issued accounting standards not yet required to be
adopted and the expected impact of the adoption of these accounting standards. To the extent we believe the
adoption of new accounting standards has had or will have a material impact on our consolidated results of
operations, financial condition or liquidity, we also discuss the impact in the applicable section(s) of this MD&A.
Other Developments
SEC Rule - Modernize and Enhance Management’s Discussion and Analysis and other Financial Disclosures
In November 2020, the SEC adopted amendments to modernize, simplify and enhance certain financial disclosures
called for by Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on
registrants while continuing to provide material information to investors. The amendments are also designed to
improve the readability and navigability of disclosure documents, and discourage repetition and disclosure of
immaterial information.
The provisions of the rule that have the most significant impact on our disclosures under Regulation S-K and the
content of this Form 10-K include: (i) elimination of the requirement to include a five year financial highlights table in
the Form 10-K; (ii) amending the requirement to present quarterly financial information for the two most recent years
in tabular form to a principals-based approach to discuss material retrospective changes; (iii) elimination of the
requirement to present a tabular summary of contractual obligations; (iv) adding a requirement to state the principal
objectives of the MD&A; and (v) adding a requirement to present and discuss critical accounting estimates in the
MD&A.
We will be required to comply with these amendments for our Form 10-K for the year ended December 31, 2021.
Early application is permitted for each amended item. We have elected to apply the guidance to eliminate the
disclosure of the five-year highlights for this Form 10-K for the year ended December 31, 2020.
38 | CONDUENT 2020 ANNUAL REPORT
Financial Information
The section below provides a comparative discussion of our consolidated results of operations for the year ended
December 31, 2020 and 2019. See Item 7. MD&A–Financial Information in our Annual Report on Form 10-K for the
year ended December 31, 2019, for a comparative discussion of our consolidated results of operations between
2019 and 2018.
(in millions)
Revenue
Operating Costs and Expenses
Year Ended December 31,
2020 vs. 2019
2020
2019
$ Change
% Change
$
4,163 $
4,467 $
(304)
(7) %
Cost of services (excluding depreciation and amortization)
3,209
3,494 $
(285)
Selling, general and administrative (excluding depreciation and
amortization)
Research and development (excluding depreciation and amortization)
Depreciation and amortization
Restructuring and related costs
Interest expense
Goodwill impairment
Loss on divestitures and transaction costs
Litigation costs, net
Other (income) expenses, net
468
1
459
67
60
—
17
20
1
479 $
8
459
71
78
(11)
(7)
—
(4)
(18)
1,952
(1,952)
25
17
(10)
(8)
3
11
Total Operating Costs and Expenses
4,302
6,573
(2,271)
(8) %
(2) %
(88) %
— %
(6) %
(23) %
n/m
(32) %
18 %
(110) %
Loss Before Income Taxes
Income tax expense (benefit)
Net Loss
Revenue
(139)
(21)
(2,106)
(172)
$
(118) $
(1,934) $
1,967
151
1,816
Revenue for 2020 decreased, compared to the prior year, mainly driven by lost business and the effects of the
COVID-19 pandemic across our Commercial and Transportation segments. These were partially offset by increases
from the ramp of new business and increases in COVID-19 related revenues in our Government segment.
We estimated approximately $85 million of the revenue decline for the year was attributable to the net effect of the
COVID-19 pandemic or COVID-19 related effects.
Cost of Services (excluding depreciation and amortization)
Cost of services for 2020 decreased, compared to the prior year, mainly driven by lost business, our efficiency
initiatives and cost actions. Also contributing to the decline were lower costs to support volume loss resulting from
the effects of the COVID-19 pandemic.
Selling, General and Administrative (SG&A) (excluding depreciation and amortization)
SG&A for 2020 declined, compared to the prior year, mainly driven by reductions in real estate costs, lower
corporate overhead costs and reductions in labor costs, including reductions in 401(k) costs, partially offset by
increases in certain other employee costs.
CONDUENT 2020 ANNUAL REPORT | 39
Depreciation and Amortization
Depreciation and amortization (D&A) for 2020 was flat compared to the prior year due to D&A on new capital
expenditure spend being offset by the run-off of D&A on older assets.
Restructuring and Related Costs
We engage in a series of restructuring programs related to downsizing our employee base, reducing our real estate
footprint, exiting certain activities, outsourcing certain internal functions, consolidating our data centers and
engaging in other actions designed to reduce our cost structure and improve productivity. The following are the
components of our Restructuring and related costs:
(in millions, except headcount in whole numbers)
Severance and related costs
Data center consolidation
Termination, asset impairment and other costs
Total Net Current Period Charges
Consulting and other costs(1)
Restructuring and Related Costs
Reduction in headcount(2)
__________
Year Ended December 31,
2020
2019
14 $
23
22
59
8
67 $
1,600
28
21
18
67
4
71
1,300
$
$
(1) Represents professional support costs associated with certain strategic transformation programs.
(2) Relates to headcount reductions worldwide associated with Severance and related costs
Refer to Note 10 – Restructuring Programs and Related Costs to the Consolidated Financial Statements for
additional information regarding our restructuring programs.
Interest Expense
Interest expense represents interest on long-term debt and the amortization of debt issuance costs. The decrease in
Interest expense for 2020, compared to the prior year, was driven primarily by lower interest rates, partially offset by
a higher average debt balance that resulted from the $150 million withdrawn from our Senior Revolving Credit
Facility (Revolver) in March 2020. Refer to Note 12 – Debt to the Consolidated Financial Statements for additional
information.
Goodwill Impairment
There was no goodwill impairment identified for 2020. The goodwill impairment for 2019 related to the write-down of
the carrying values of all of the reporting units. Refer to Note 9 – Goodwill and Intangible Assets, Net to the
Consolidated Financial Statements for additional information.
40 | CONDUENT 2020 ANNUAL REPORT
Loss on Divestitures and Transaction Costs
The costs included in 2020 amount consist of professional fees related to the strategic review by the Company's
Board of Directors and reserves for certain divestiture related litigation. The costs in 2019 consist of transaction and
related costs, changes in estimates related to losses on divestitures and a loss on sale of assets.
Litigation Costs, Net
Net litigation costs for 2020 primarily consist of reserves for various matters that are subject to litigation and costs
related to certain reimbursement matters with our former parent company, Xerox Corporation. Net litigation costs for
2019 consist primarily of the recognition of the $13 million discount on the fair value of the Texas litigation liability
established in 2018, due to the 2019 acceleration of the payment terms of the settlement.
Refer to Note 17 – Contingencies and Litigation to the Consolidated Financial Statements for additional information.
Other (Income) Expenses, Net
Other (income) expenses, net primarily includes foreign currency transaction losses (gains), interest income and the
Student Loan business shut-down costs.
Income Taxes
The 2020 effective tax rate was 15.1%, compared to 8.2% for 2019. The 2020 rate was lower than the U.S. statutory
rate of 21% primarily due to geographic mix of income, tax settlements and valuation allowances partially offset by
tax credits. The 2019 rate was lower than the statutory rate, primarily due to the goodwill impairment charge being
partially non-deductible for tax and the geographic mix of income, partially offset by U.S. federal tax credits and tax
benefits recognized on the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC.
Excluding the impact of amortization, restructuring and discrete tax items the normalized effective tax rate for 2020
was 27.3%. The normalized effective tax rate of 30.0% for 2019, was predominately impacted by the exclusion of
the impact of goodwill impairment, divestitures, the Texas litigation reserve, amortization and restructuring. The
decline in the normalized effective tax rate from 2019 to 2020 is attributable to an increase in tax credits, favorable
changes to certain U.S. tax rules and geographic mix of income in 2020.
The Company believes it is reasonably possible that unrecognized tax benefits of approximately $14 million will
reverse within 12 months due to anticipated audit settlements.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law.
The CARES Act provides for various tax relief and tax incentive measures. The payment of the employer share of
payroll taxes for the remainder of 2020 was deferred to 2021 and 2022 under the CARES Act, which provided a
temporary operating cash flow benefit. The CARES Act also retroactively allowed for the immediate recovery of
qualified improvement property (QIP) costs rather than over a 39 year recovery period, resulting in additional tax
deductions for 2018 and 2019. Lastly, the CARES Act provided an elective five-year carry back for net operating
losses (NOLs) incurred in taxable years starting after December 31, 2017, and before January 1, 2021. This
allowed the Company to carry back the loss it incurred in 2019 to 2018, resulting in a tax refund.
CONDUENT 2020 ANNUAL REPORT | 41
Operations Review of Segments
Our financial performance is based on Segment Profit/(Loss) and Segment Adjusted EBITDA for the following three
segments:
•
Commercial Industries,
• Government Services, and
•
Transportation.
Other includes our divestitures and our Student Loan business, which the Company exited in the third quarter of
2018.
Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise
application costs and certain corporate overhead expenses not directly attributable or allocated to our reportable
segments.
The section below provides a comparative discussion of our financial performance by segment between the year
ended December 31, 2020 and 2019. As described in Note 3 – Segment Reporting to our Consolidated Financial
Statements, in 2020 we realigned our sales organization and certain shared IT and other allocated functions and
reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now
referred to as Unallocated Costs) to each of the reportable segments. All prior periods presented have been recast
to reflect these changes. We include a discussion of our recast financial performance by segment for the years
ended December 31, 2019 and 2018 immediately after the discussion of financial performance for the years ended
December 31, 2020 and 2019 below.
Segment Performance Review - 2020 compared to 2019
(in millions)
Commercial
Industries
Government
Services
Transportation
Other
Unallocated
Costs
Total
Year Ended Dec 31, 2020
Total Revenue
Segment profit (Loss)
Adjusted EBITDA
$
$
$
2,163
150
258
$
$
$
1,281
372
397
% of Total Revenue
Adjusted EBITDA Margin
52.0 %
11.9 %
30.8 %
31.0 %
Year Ended Dec 31, 2019
Total Revenue
Segment profit (Loss)
Adjusted EBITDA
$
$
$
2,385
270
376
$
$
$
1,263
279
311
% of Total Revenue
Adjusted EBITDA Margin
53.4 %
15.8 %
28.3 %
24.6 %
Divestitures
Other
$
$
$
$
$
$
$
$
$
$
$
$
719
82
117
17.2 %
16.3 %
781
69
108
17.5 %
13.8 %
—
—
—
— %
— %
36
1
1
$
$
$
$
$
$
—
9
2
$
$
$
—
(348)
(294)
$
$
$
4,163
265
480
— %
— %
— %
— %
100.0 %
11.5 %
2
(1)
(1)
$
$
$
—
(345)
(301)
$
$
$
4,467
273
494
0.8 %
2.8 %
— %
(50.0) %
— %
— %
100.0 %
11.1 %
42 | CONDUENT 2020 ANNUAL REPORT
Commercial Industries Segment
Revenue
Commercial Industries revenue for 2020 decreased, compared to the prior year, due to an estimated $158 million of
negative COVID-19 impacts as well as prior year lost business. This pressure was partially offset by new business
ramp. The COVID-19 impact is primarily due to the following year-over-year changes: 1) lower transaction
processing volumes for clients within our BOS service offering, 2) reduced workers compensation claims and
commercial healthcare claims processing in our Commercial Healthcare Solutions service offering, 3) reduced
revenue from our HSA offering "BenefitWallet" (within our HRLS business) as a result of interest rate reductions, 4)
slightly reduced call volumes within our CXM service offering across travel and retail clients, and 5) COVID-19
related delays of new business ramp across multiple clients and offerings.
Segment Profit and Adjusted EBITDA
Decreases in the Commercial Industries segment profit and adjusted EBITDA for 2020, compared to the prior year,
were mainly driven by overall revenue declines, one-time items, certain employee costs and the adverse effects of
the COVID-19 pandemic, partially offset by reductions from the cost savings program.
Government Services Segment
Revenue
Government Services revenue for 2020 increased, compared to the prior year, primarily driven by an estimated
$149 million of COVID-19 related benefit. These increases were partially offset by prior year contract losses. The
COVID-19 benefit is largely driven by the following year-over-year changes: 1) increases in the Supplemental
Nutrition Assistance Program (SNAP) volumes and Pandemic SNAP volumes, 2) an increase in the number of
citizens to which we distribute unemployment insurance benefits, and 3) incremental additional unemployment
insurance benefit distributions provided by the CARES Act.
Segment Profit and Adjusted EBITDA
Increases in the Government Services segment profit and adjusted EBITDA for 2020, compared to the prior year,
were primarily driven by higher margin revenue mix due to COVID-19, the cost savings program and lower IT costs
associated with contract losses.
Transportation Segment
Revenue
Transportation revenue for 2020 decreased, compared to the prior year, primarily driven by an estimated $76 million
of negative COVID-19 related volume impacts as well as lost business, partially offset by the ramp of new business.
The COVID-19 related impacts were primarily driven by volume pressure in the Curbside Management Solutions
and Roadway Charging & Management service offerings, as well as volume pressure and project delays in the
Transit Solutions service offering.
Segment Profit and Adjusted EBITDA
Transportation segment profit and adjusted EBITDA for 2020 increased, compared to the prior year, primarily driven
by the cost savings program and revenue mix.
CONDUENT 2020 ANNUAL REPORT | 43
Other
Revenue
Other revenue for 2020 decreased, compared to the prior year, driven mainly by the divestiture completed in early
2019.
Segment Profit (Loss) and Adjusted EBITDA
Increase in Other segment profit for 2020 compared to the prior year, was primarily due to the adjustment to the
remaining California Medicaid Management Information System settlement liability of $7 million as a result of the
contract expiration in March 2020. This benefit was removed from adjusted EBITDA for segment reporting purposes
due to its non-recurring nature.
Unallocated Costs
Improvements in adjusted EBITDA within our Unallocated Costs for 2020, compared to the prior year, were mainly
driven by the efficiencies created by the cost reduction initiative, partially offset by an increase in costs incurred due
to the effects of the COVID-19 pandemic and an increase in certain employee costs.
Segment Performance Review - 2019 compared to 2018
(in millions)
Year Ended December 31,
2019
Commercial
Industries
Government
Services
Transportation
Other
Unallocated
Costs
Total
Divestitures
Other
Total Revenue
Segment profit (Loss)
Adjusted EBITDA
$
$
$
2,385
270
376
$
$
$
1,263
279
311
% of Total Revenue
Adjusted EBITDA Margin
53.4 %
15.8 %
28.3 %
24.6 %
Year Ended December 31,
2018
Total Revenue
Segment profit (Loss)
Adjusted EBITDA
$
$
$
2,550
346
454
$
$
$
1,351
296
328
$
$
$
$
$
$
781
69
108
17.4 %
13.8 %
729
61
99
$
$
$
$
$
$
36
1
1
0.8 %
2.8 %
752
98
105
$
$
$
$
$
$
2
(1)
(1)
$
$
$
—
(345)
(301)
$
$
$
4,467
273
494
— %
(50.0) %
— %
— %
100.0 %
11.1 %
11
(4)
(2)
$
$
$
—
(375)
(344)
$
$
$
5,393
422
640
% of Total Revenue
Adjusted EBITDA Margin
47.3 %
17.8 %
25.1 %
24.3 %
13.5 %
13.6 %
13.9 %
14.0 %
0.2 %
(18.2) %
— %
— %
100.0 %
11.9 %
Commercial Industries Segment
Revenue
Commercial Industries revenue for 2019 decreased, compared to the prior year, primarily driven by contract losses,
volume pressure, price pressure upon renewals, strategic exits and currency fluctuations. These losses were
partially offset by revenue from new contracts.
Segment Profit and Adjusted EBITDA
Decreases in the Commercial Industries segment profit and adjusted EBITDA margin for 2019, compared to the
prior year, were mainly driven by the overall revenue declines, partially offset by reductions in labor and real estate
costs from our efficiency initiatives.
44 | CONDUENT 2020 ANNUAL REPORT
Government Services Segment
Revenue
Government Services revenue for 2019 decreased, compared to the prior year, primarily driven by contract losses
and pricing and scope changes associated with a large renewal. These declines were partially offset by ramp of new
business.
Segment Profit and Adjusted EBITDA
Decreases in the Government Services segment profit and adjusted EBITDA margin for 2019, compared to the prior
year, were mainly driven by lower revenue, partially offset by lower IT and delivery costs.
Transportation Segment
Revenue
Transportation revenue for 2019 increased, compared to the prior year, primarily driven by ramp of new business
and volume increases.
Segment Profit and Adjusted EBITDA
Transportation segment profit and adjusted EBITDA margin for 2019 increased, compared to the prior year, mainly
driven by increased revenue and reduced labor and real estate costs from our efficiency initiatives.
Other
Revenue
Other revenue for 2019 decreased, compared to the prior year, driven mainly by the divestitures completed in 2018
and 2019 and the run-off of our Student Loan Services business.
Segment Profit (Loss) and Adjusted EBITDA
Decreases in Other segment profit and adjusted EBITDA for 2019, compared to the prior year, were primarily due to
divestitures completed in 2019 and 2018 and the run-off of our Student Loan Services business.
Unallocated Costs
Improvements in segment loss and adjusted EBITDA within our Unallocated Costs for 2019, compared to the prior
year, were mainly due to reductions in IT and corporate overhead costs.
Metrics
Signings
Signings are defined as estimated future revenues from contracts signed during the period, including renewals of
existing contracts. TCV is the estimated total contractual revenue related to signed contracts, excluding the impact
of divested business as required.
For the year ended December 31, 2020, the Company signed $1,934 million of new business, representing a 94%
increase compared to the prior year. Renewal TCV for the year ended December 31, 2020 was $2,809 million, an
increase of 26% compared to the prior year.
CONDUENT 2020 ANNUAL REPORT | 45
The amounts in the following table exclude divestitures.
(in millions)
New business TCV
Renewals TCV
Total Signings
New business annual recurring revenue (ARR) signings(1)
New business non-recurring revenue (NRR) signings(2)
___________
Year Ended December 31,
2020 vs. 2019
2020
2019
$ Change
% Change
$
$
$
$
1,934 $
996 $
2,809
2,230
938
579
4,743 $
3,226 $
1,517
353 $
255 $
281 $
166 $
72
89
94 %
26 %
47 %
26 %
54 %
(1) New business ARR measures the revenue from recurring services provided to the client for any new business signing. ARR represents the
recurring services provided to a customer with the opportunity for renewal at the end of the contract term.
(2) New business NRR measures the non-recurring revenue for any new business signing, including (i) signing value of any contract with term
less than 12 months and (ii) signing value of project based revenue, not expected to continue long term.
Total signings for 2020 increased, compared to the prior year, primarily due to strong conversion of the pipeline as a
result of centralizing the sales organization, new sales leadership, top-grading and expanding of sales headcount,
new sales bidding processes, and a simplified go-to-market strategy, among other initiatives.
Capital Resources and Liquidity
As of December 31, 2020 and 2019, total cash and cash equivalents were $450 million (of which approximately
$150 million was cash in foreign locations) and $496 million (of which approximately $124 million was cash in
foreign locations), respectively. The Company also has a $750 million revolving line of credit for its various cash
needs, of which $7 million has been utilized for letters of credit as of December 31, 2020.
As of December 31, 2020, there were $1.5 billion outstanding borrowings under our Credit Agreement of which
$82 million was due within one year. Refer to Note 12 – Debt to the Consolidated Financial Statements for
additional debt information.
In January 2019, we acquired Health Solution Plus, a software provider of healthcare payer administration solutions
for a total base consideration of $90 million. This acquisition is part of the Commercial Industries segment. Refer to
Note 5 – Business Acquisition to the Consolidated Financial Statements for additional information regarding this
acquisition.
In February 2019, we reached a settlement agreement and release with the State of Texas ("State") and the Texas
Department of Health and Human Services, which was amended in May 2019 ("Texas Agreement"). Pursuant to the
terms of the Texas Agreement, the Company was required to pay the State $236 million, of which $118 million was
paid in 2019 and the remaining $118 million paid in January 2020. Refer to Note 17 – Contingencies and Litigation
to the Consolidated Financial Statements for additional information regarding this litigation settlement.
Refer to the Capital Market Activity section below for additional information regarding our capital activity.
Cash Flow Analysis
The following summarizes our cash flows for the two years ended December 31, 2020, as reported in our
Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements:
(in millions)
Year Ended December 31,
Change
2020
2019
2020 vs. 2019
Net cash provided by (used in) operating activities
$
161 $
132 $
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
(134)
(74)
(310)
(85)
29
176
11
46 | CONDUENT 2020 ANNUAL REPORT
Operating Activities
The net improvement in cash flow from operating activities of $29 million, compared to the prior year, was primarily
attributable to the deferral of payroll taxes allowed by the CARES Act and other COVID-19 related relief of $57
million, lower income tax payments of $47 million and other working capital changes of $44 million, partially offset
by the timing of collection of receivables of $119 million.
Investing Activities
The decrease in cash used in investing activities of $176 million, compared to the prior year, was primarily due to
the HSP acquisition in 2019 and decreased spending for capital expenditures. Spending related to modernizing our
IT infrastructure for both customer-facing and internal functions continued but was on a downward trajectory
compared to the higher 2019 and 2018 levels.
Financing Activities
The decrease in cash used in financing activities for 2020, compared to the prior year, was primarily due to lower
tax payments related to stock compensation of $10 million for the year ended December 31, 2020, compared to $21
million for the prior year.
Sales of Accounts Receivable
The net impact from the sales of accounts receivable on net cash provided by (used in) operating activities for the
years ended December 31, 2020, 2019 and 2018 was $(22) million, $51 million and $23 million, respectively. The
net impact from the sales of accounts receivable represents the difference between current and prior year fourth
quarter accounts receivable sales adjusted for the effects of: (i) collections prior to the end of the year and (ii)
currency.
Financial Instruments
Refer to Note 13 – Financial Instruments to the Consolidated Financial Statements for additional information.
Contractual Cash Obligations and Other Commercial Commitments and Contingencies
At December 31, 2020, we had the following contractual cash obligations and other commercial commitments and
contingencies:
(in millions)
Total debt, including finance lease obligations(1)
Interest on debt(2)
Minimum operating lease commitments(3)
Estimated Purchase Commitments(4)
Total
_______________
2021
2022
2023
2024
2025
Thereafter
$
90 $
598 $
804 $
36 $
— $
42
95
67
41
71
24
30
47
11
9
37
3
5
27
—
$
294 $
734 $
892 $
85 $
32 $
—
—
59
—
59
(1) Total debt represents principal debt and finance leases. Refer to Note 12 – Debt to the Consolidated Financial Statements for additional
information regarding debt.
(2) Refer to Note 12 – Debt in the Consolidated Financial Statements for additional information.
(3) Refer to Note 8 – Leases to the Consolidated Financial Statements for additional information.
(4) We enter other purchase commitments with vendors in the ordinary course of business, generally IT-related expenditures. Our policy with
respect to all purchase commitments is to record losses, if any, when they are probable and reasonably estimable. We currently do not
have, nor do we anticipate, material loss contracts.
CONDUENT 2020 ANNUAL REPORT | 47
Other Contingencies and Commitments
As more fully discussed in Note 17 – Contingencies and Litigation to the Consolidated Financial Statements, we are
involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law; governmental
entity contracting, servicing and procurement law; intellectual property law; employment law; the Employee
Retirement Income Security Act (ERISA); and other laws and regulations. In addition, guarantees, indemnifications
and claims may arise during the ordinary course of business from relationships with suppliers, customers and non-
consolidated affiliates. Nonperformance under a contract including a guarantee, indemnification or claim could
trigger an obligation of the Company.
We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is
deemed probable and can be reasonably estimated. Should developments in any of these areas cause a change in
our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should
any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a
material adverse effect on our results of operations, cash flows and financial position in the period or periods in
which such change in determination, judgment or settlement occurs.
Off-Balance Sheet Arrangements
As of December 31, 2020, we do not believe we have any off-balance sheet arrangements that have, or are
reasonably likely to have, a material current or future effect on financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
In addition, refer to the preceding table for the Company's contractual cash obligations and other commercial
commitments and Note 17 – Contingencies and Litigation to the Consolidated Financial Statements for additional
information regarding contingencies, guarantees and indemnifications.
48 | CONDUENT 2020 ANNUAL REPORT
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
We are exposed to market risk from foreign currency exchange rates, which could affect operating results, financial
position and cash flows. We manage our exposure to this market risk through our regular operating and financing
activities and, when appropriate, through the use of derivative financial instruments. We utilized derivative financial
instruments to hedge economic exposures, as well as reduce earnings and cash flow volatility resulting from shifts
in market rates. We also hedge the cost to fund material non-dollar entities by buying currencies periodically in
advance of the funding date. This is accounted for using derivative accounting.
Recent market events have not caused us to materially modify or change our financial risk management strategies
with respect to our exposures to foreign currency risk. Refer to Note 13 – Financial Instruments to the Consolidated
Financial Statements for additional discussion on our financial risk management.
Foreign Exchange Risk Management
Assuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency
exchange rates at December 31, 2020, the potential change in the fair value of foreign currency-denominated
assets and liabilities in each entity would not be significant because all material currency asset and liability
exposures were economically hedged as of December 31, 2020. A 10% appreciation or depreciation of the U.S.
Dollar against all currencies from the quoted foreign currency exchange rates at December 31, 2020 would have an
impact on our cumulative translation adjustment portion of equity of approximately $60 million. The net amount
invested in foreign subsidiaries and affiliates, primarily in the U.K. and Europe, and translated into U.S. Dollars
using the year-end exchange rates, was approximately $596 million at December 31, 2020.
Interest Rate Risk Management
The consolidated weighted-average interest rates related to our total debt for 2020 approximated 2.34% for Term A
Loan due 2022, 3.82% for Term B Loan due 2023, 10.90% for Senior Notes due 2024 and 5.29% for finance lease
obligations. As of December 31, 2020, $1,470 million of our total debt of $1,528 million carried variable interest
rates. The fair values of our fixed rate financial instruments are sensitive to changes in interest rates and at
December 31, 2020, a 10% increase in market interest rates would decrease the fair values of such financial
instruments by less than $1 million. A 10% decrease in market interest rates would increase the fair values of such
financial instruments by less than $1 million.
CONDUENT 2020 ANNUAL REPORT | 49
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Conduent Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Conduent Incorporated and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income (loss), of
comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period
ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each
of the three years in the period ended December 31, 2020 appearing under Item 15(a)(2) (collectively referred to as
the “consolidated financial statements”). We also have audited the Company's internal control over financial
reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it
accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in
2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
50 | CONDUENT 2020 ANNUAL REPORT
Definition and Limitations of Internal Control over Financial Reporting
A 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 generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Goodwill Impairment Assessment
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill
balance was $1,528 million as of December 31, 2020. The goodwill associated with the Commercial Industries
reportable segment, Government Services reportable segment and Transportation reportable segment was $837
million, $623 million and $68 million, respectively. Management tests goodwill for impairment annually or more
frequently if an event or change in circumstances indicate the asset may be impaired. As disclosed by management,
the annual quantitative impairment test of goodwill was performed as of October 1, 2020. Impairment testing for
goodwill is done at the reporting unit level. The fair value of reporting units is determined using a combination of
both an income approach and a market approach. The income approach utilizes a discounted cash flow analysis
based upon the forecasted future business results of reporting units. The market approach utilizes the guideline
public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge
would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to
exceed the total amount of goodwill allocated to the reporting unit. There was no impairment identified for the year
ended December 31, 2020. As disclosed by management, the most significant assumptions used in the goodwill
analysis relate to the long-term organic growth rates as well as the discount rates.
The principal considerations for our determination that performing procedures relating to the goodwill impairment
assessment is a critical audit matter are (i) the significant judgment by management when determining the fair value
measurement of the reporting units; (ii) a high degree of auditor judgment, effort, and subjectivity in performing
procedures to evaluate management’s cash flow projections and significant assumptions related to the long-term
organic growth rates and the discount rates; and (iii) the audit effort involved the use of professionals with
specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to the Company’s goodwill impairment assessment, including controls over the determination of the
fair value of the Company’s reporting units. These procedures also included, among others, testing management’s
process for determining the fair value estimate; evaluating the appropriateness of the discounted cash flow analysis;
CONDUENT 2020 ANNUAL REPORT | 51
testing the completeness, accuracy and relevance of underlying data used in the estimate; and evaluating the
significant assumptions used by management related to the long-term organic growth rates and the discount rates.
Evaluating management’s assumptions related to the long-term organic growth rates involved evaluating whether
the assumptions used were reasonable considering (i) the current and past performance of each reporting unit; (ii)
the consistency with external market and industry data; and (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to
assist in the evaluation of the Company’s discounted cash flow analysis and certain significant assumptions,
including the discount rates.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 24, 2021
We have served as the Company’s auditor since 2016.
52 | CONDUENT 2020 ANNUAL REPORT
REPORTS OF MANAGEMENT
Management's Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report.
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 free access to the Audit Committee.
/s/ CLIFFORD SKELTON
Chief Executive Officer
/s/ BRIAN WEBB-WALSH
Chief Financial Officer
/s/ STEPHEN WOOD
Corporate Controller & Principal Accounting
Officer
CONDUENT 2020 ANNUAL REPORT | 53
CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per-share data)
Revenue
Operating Costs and Expenses
Year Ended December 31,
2020
2019
2018
$
4,163 $
4,467 $
5,393
Cost of services (excluding depreciation and amortization)
3,209
3,494
4,182
Selling, general and administrative (excluding depreciation and
amortization)
Research and development (excluding depreciation and amortization)
Depreciation and amortization
Restructuring and related costs
Interest expense
Loss on extinguishment of debt
Goodwill impairment
Loss on divestitures and transaction costs
Litigation costs, net
Other (income) expenses, net
Total Operating Costs and Expenses
Loss Before Income Taxes
Income tax expense (benefit)
Net Loss
Basic Loss per Share
Diluted Loss per Share
468
1
459
67
60
—
—
17
20
1
4,302
(139)
(21)
(118) $
(0.61) $
(0.61) $
479
8
459
71
78
—
1,952
25
17
(10)
6,573
(2,106)
(172)
(1,934) $
(9.29) $
(9.29) $
560
11
460
81
112
108
—
42
227
5
5,788
(395)
21
(416)
(2.06)
(2.06)
$
$
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
54 | CONDUENT 2020 ANNUAL REPORT
CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Net Loss
Other Comprehensive Income (Loss), Net(1)
Currency translation adjustments, net
Reclassification of currency translation adjustments on divestitures
Reclassification of divested benefit plans and other
Unrecognized gains (losses), net
Changes in benefit plans, net
Other Comprehensive Income (Loss), Net
Year Ended December 31,
2020
2019
2018
$
(118) $
(1,934) $
(416)
8
—
—
—
1
9
3
15
(1)
1
—
18
(31)
42
62
1
—
74
Comprehensive Loss, Net
__________
$
(109) $
(1,916) $
(342)
(1) All amounts are net of tax. Tax effects were immaterial. Refer to Note 20 – Other Comprehensive Income (Loss) for information about pre-
tax amounts.
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONDUENT 2020 ANNUAL REPORT | 55
CONDUENT INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in millions, except share data in thousands)
Assets
Cash and cash equivalents
Accounts receivable, net
Contract assets
Other current assets
Total current assets
Land, buildings and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Other long-term assets
Total Assets
Liabilities and Equity
Current portion of long-term debt
Accounts payable
Accrued compensation and benefits costs
Unearned income
Other current liabilities
Total current liabilities
Long-term debt
Deferred taxes
Operating lease liabilities
Other long-term liabilities
Total Liabilities
Contingencies (See Note 17)
Series A convertible preferred stock
Common stock
Additional paid-in capital
Retained earnings (deficit)
Accumulated other comprehensive loss
Total Equity
Total Liabilities and Equity
Shares of common stock issued and outstanding
Shares of series A convertible preferred stock issued and outstanding
December 31,
2020
2019
$
450 $
670
151
306
1,577
305
246
187
1,528
413
$
$
4,256 $
90 $
182
237
133
450
1,092
1,420
97
207
108
2,924
496
652
155
283
1,586
342
271
426
1,502
387
4,514
50
198
174
108
647
1,177
1,464
111
229
91
3,072
142
142
2
3,899
(2,313)
(398)
1,190
$
4,256 $
2
3,890
(2,185)
(407)
1,300
4,514
212,074
120
211,511
120
The accompanying notes are an integral part of these Consolidated Financial Statements.
56 | CONDUENT 2020 ANNUAL REPORT
CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash Flows from Operating Activities:
Net income (loss)
Adjustments required to reconcile net income (loss) to cash flows from
Year Ended December 31,
2020
2019
2018
$
(118) $
(1,934) $
(416)
operating activities:
Depreciation and amortization
Contract inducement amortization
Goodwill impairment
Deferred income taxes
Loss from investments
Amortization of debt financing costs
Loss on extinguishment of debt
Loss on divestitures and sales of fixed assets, net
Stock-based compensation
Allowance for doubtful accounts
Changes in operating assets and liabilities:
Accounts receivable
Other current and long-term assets
Accounts payable and accrued compensation
Restructuring liabilities
Other current and long-term liabilities
Net change in income tax assets and liabilities
Other operating, net
Net cash provided by (used in) operating activities
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment
Proceeds from sale of land, buildings and equipment
Cost of additions to internal use software
Payments for acquisitions, net of cash acquired
Proceeds (payments) from divestitures, net of cash
Other investing, net
Net cash provided by (used in) investing activities
Cash Flows from Financing Activities:
Proceeds from revolving credit facility and other loans
Payments on revolving credit facility
Payments on debt
Debt issuance fee payments
Premium on debt redemption
Payment of contingent consideration related to acquisition
Taxes paid for settlement of stock-based compensation
Dividends paid on preferred stock
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
Cash, Cash Equivalents and Restricted Cash at End of period(1)
___________
459
2
—
(21)
(3)
7
—
6
20
2
(14)
(36)
39
—
(174)
(8)
—
161
(76)
—
(63)
—
5
—
(134)
155
(150)
(55)
—
—
(4)
(10)
(10)
(74)
—
(47)
505
459
3
1,952
(220)
(4)
7
—
8
24
3
107
(14)
(15)
10
(257)
3
—
132
(148)
2
(67)
(90)
(7)
—
(310)
—
—
(54)
—
—
—
(21)
(10)
(85)
3
(260)
765
$
458 $
505 $
460
3
—
(75)
(2)
11
108
—
38
—
133
(111)
(14)
8
161
(17)
(4)
283
(179)
13
(45)
—
675
(4)
460
—
—
(519)
(3)
(95)
—
(10)
(10)
(637)
(8)
98
667
765
(1)
Includes $8 million, $9 million and $9 million of restricted cash as of the years ended December 31, 2020, 2019 and 2018, respectively, that
was included in Other current assets on their respective Consolidated Balance Sheets.
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONDUENT 2020 ANNUAL REPORT | 57
CONDUENT INCORPORATED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
AOCL(1)
Conduent
Shareholders’
Equity
Balance at December 31, 2017
$
2 $
3,850 $
171 $
(494) $
3,529
Dividend - preferred stock, $80/per share
Cumulative effect of accounting change - revenue standard
Reclassification of amounts impacted by Tax Reform
Stock option and incentive plans, net
Comprehensive Income (Loss):
Net Loss
Other comprehensive income (loss), net
Total Comprehensive Income (Loss), Net
—
—
—
—
—
—
—
—
—
—
28
—
—
—
(10)
17
5
—
(416)
—
(416)
—
—
(5)
—
—
74
74
(10)
17
—
28
(416)
74
(342)
Balance at December 31, 2018
$
2 $
3,878 $
(233) $
(425) $
3,222
Dividend - preferred stock, $80/per share
Cumulative effect of accounting change - lease standard
Stock option and incentive plans, net
Comprehensive Income (Loss):
Net Loss
Other comprehensive income (loss), net
Total Comprehensive Income (Loss), Net
—
—
—
—
—
—
—
—
12
—
—
—
(10)
(8)
—
(1,934)
—
(1,934)
—
—
—
—
18
18
(10)
(8)
12
(1,934)
18
(1,916)
Balance at December 31, 2019
$
2 $
3,890 $
(2,185) $
(407) $
1,300
Dividend - preferred stock, $80/per share
Stock option and incentive plans, net
Comprehensive Income (Loss):
Net Loss
Other comprehensive income (loss), net
Total Comprehensive Income (Loss), Net
Balance at December 31, 2020
___________
(1) AOCL - Accumulated other comprehensive loss.
—
—
—
—
—
—
9
—
—
—
(10)
—
(118)
—
(118)
—
—
—
9
9
$
2 $
3,899 $
(2,313) $
(398) $
(10)
9
(118)
9
(109)
1,190
The accompanying notes are an integral part of these Consolidated Financial Statements.
58 | CONDUENT 2020 ANNUAL REPORT
CONDUENT INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation and Summary of Significant Accounting Policies
References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its
consolidated subsidiaries unless the context suggests otherwise.
Description of Business
As one of the largest business process services companies in the world, Conduent delivers mission-critical services
and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the
millions of people who count on them. Through people, process, expertise in transaction-intensive processing and
technology such as analytics and automation, Conduent's services and solutions create value by improving
efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500
government entities depend on Conduent every day to manage their business processes and essential interactions
with their end-users. The Company's portfolio includes industry-focused solutions in attractive growth markets such
as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing,
customer care, human resource solutions and payment services.
Basis of Presentation
The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and
expenses of the individual businesses of the Company, including joint ventures and partnerships over which the
Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements
pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts
to conform to the current year presentation. All intercompany transactions and balances have been eliminated.
The Company has evaluated subsequent events through February 24, 2021 and no material subsequent events
were identified.
Conduent Incorporated is a New York corporation, organized in 2016. Our common stock 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 Global Select Market
(NASDAQ), where it remains listed under the ticker "CNDT".
Use of Estimates
The Company prepared the Consolidated Financial Statements using financial information available at the time of
preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's
most significant estimates pertain to the intangible assets, valuation of goodwill, contingencies and litigation and
income taxes. These estimates are based on management's best knowledge of current events, historical
experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a
result, actual results may be different from these estimates.
As of December 31, 2020, the impact of the outbreak of the COVID-19 pandemic continues to unfold. As a result,
many of our estimates and assumptions required increased judgment and carry a higher degree of variability and
volatility. As events continue to evolve and additional information becomes available, our estimates may change
materially in the future.
CONDUENT 2020 ANNUAL REPORT | 59
New Accounting Standards
Income Taxes: In December 2019, the Financial Accounting Standards Board (FASB) issued final guidance that
simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting
Standards Codification (ASC) 740, Income Taxes. The Company has analyzed the guidance and this guidance is
not expected to have a material impact on the Company's income tax provision. The Company is not early adopting
the guidance; as such, the guidance will be effective beginning in tax year 2021.
Reference Rate Reform: In March 2020, the FASB issued updated guidance relating to the accounting for the
discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as the reference rate reform. This
guidance provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships
and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to
contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may
be applied through December 31, 2022. The Company is currently evaluating the impact of the new guidance on its
consolidated financial statements.
Recently Adopted Accounting Standards
Credit Losses: In June 2016, the FASB updated the accounting guidance related to measurement of credit losses
on financial instruments, which requires financial assets measured at amortized cost to be presented at the net
amount expected to be collected. The guidance replaces the incurred loss model with an expected loss model
referred to as current expected credit loss (CECL). The CECL model requires us to measure lifetime expected credit
losses for financial instruments held at the reporting date using historical experience, current conditions and
reasonable supportable forecasts. The Company adopted the new guidance as of January 1, 2020 and the adoption
of the new guidance did not have a material impact on its Consolidated Financial Statements.
Summary of Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, including money market funds and investments with original
maturities of three months or less.
Receivable Sales
In 2020, 2019 and 2018, the Company sold certain accounts receivable and derecognized the corresponding
receivable balance. Refer to Note 6 – Accounts Receivable, Net for more details on the Company's receivable
sales.
Land, Buildings and Equipment
Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated
useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life.
Significant improvements are capitalized and maintenance and repairs are expensed when incurred.
Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further discussion.
Internal Use and Product Software
Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise
acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of
the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not
result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included
in Cash Flows from Investing Activities.
60 | CONDUENT 2020 ANNUAL REPORT
Product Software: The Company also capitalizes certain costs related to the development of software solutions to
be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis
over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows
from Operations. The Company performs annual reviews to ensure that unamortized Product Software costs remain
recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service
licensed software are charged to Costs of services as incurred.
Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance
Sheets. Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information.
Cloud Computing Arrangements
The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors.
Implementation costs associated with cloud computing arrangements are capitalized when incurred during the
application development phase. Amortization is calculated on a straight-line basis over the contractual term of the
cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised.
Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term
assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included
in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use
of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss).
Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information.
Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment
transition method, which applies the provisions of the standard at the effective date without adjusting the
comparative periods presented. The Company determines if an arrangement is a lease at the inception of the
contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has
operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU
assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases
are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the
Company's Consolidated Balance Sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities
represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are
recognized at the commencement date based on the net present value of lease payments over the lease term using
the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to
extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on
economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a
straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for
those payments is incurred. The Company accounts for lease and non-lease components separately for its
equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease
components for its real estate leases.
Refer to Note 8 – Leases for further information.
Goodwill
For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative
fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents
the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For
the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from
goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business
and sold, transferred, licensed, rented or exchanged.
CONDUENT 2020 ANNUAL REPORT | 61
The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances
indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company
determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market
Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future
business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair
value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount
by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill
allocated to the reporting unit
Refer to Note 9 – Goodwill and Intangible Assets, Net for further information.
Other Intangible Assets
Other intangible assets primarily consist of assets acquired through business combinations, primarily installed
customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives
unless impairment is identified.
Refer to Note 9 – Goodwill and Intangible Assets, Net for further information.
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use
software, product software, right-of-use assets and other intangible assets, when events or changes in
circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of
possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected
future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less
than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair
value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are
based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax
laws, regulations and rates.
The recognition of deferred tax assets requires an assessment to determine the realization of such assets.
Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not”
that some portion or all of the deferred tax assets may not be realized. Management considers positive and
negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical
results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the
expected timing of the reversals of existing temporary differences and tax planning strategies.
The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has
unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-
not outcomes of the examinations and related tax positions require judgment and can materially increase or
decrease its effective tax rate, as well as impact its operating results.
62 | CONDUENT 2020 ANNUAL REPORT
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax
on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the
Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and
therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2020.
On December 27, 2020, the Consolidated Appropriations Act, 2021, was signed into law, which provides for
coronavirus related tax relief as well as an omnibus appropriations package that extends various expiring tax
provisions. The work opportunity tax credit has been extended through December 31, 2025, and a 100% deduction
for the cost of business meals is allowed for 2021 and 2022, which will provide a permanent benefit. The
Consolidated Appropriations Act is not expected to have a material impact on the Company's income tax provision.
Refer to Note 16 – Income Taxes for further discussion.
Foreign Currency Translation and Re-measurement
The functional currency for most foreign operations is the local currency. Net assets are translated at current rates
of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable
period. The translation adjustments are recorded in Accumulated other comprehensive loss.
The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S.
Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency
transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and
losses within other expenses, net together with other foreign currency re-measurements.
Revenue Recognition
The Company adopted the new revenue standard as of January 1, 2018, using the modified retrospective method.
The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in
an amount that reflects the consideration that the Company expects to receive in exchange for those goods or
services.
The Company's contracts with customers often include promises to transfer multiple products and services to a
customer. Determining whether products and services are considered distinct performance obligations that should
be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include
performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under
a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time
increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-
series performance obligation.
Once the Company determines the performance obligations, the Company determines the transaction price, which
is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based
on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also
present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements,
performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate
variable consideration to a distinct service within a series of related services, it allocates variable consideration to
each distinct period of service within the series. In limited circumstances, if the Company does not meet those
requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable
that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For
contracts with multiple performance obligations, the transaction price is allocated to the separate performance
obligations on a relative standalone selling price basis. The Company generally determines standalone selling
prices based on the prices charged to customers or by using expected cost plus margin.
The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed
output method is used to measure progress because the nature of the Company’s promise is a stand-ready service
and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for
implementation or development projects, the Company also uses a cost-to-cost based input method. The Company
has determined that the above methods provide a faithful depiction of the transfer of services to the customer.
CONDUENT 2020 ANNUAL REPORT | 63
Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to
purchase additional services that do not represent material rights to the customer. Customer options that do not
represent a material right are only accounted for when the customer exercises its option to purchase additional
goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-
line basis over the period between the initiation of the services through the end of the contract term.
When more than one party is involved in providing services to a customer, the Company evaluates whether it is the
principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this
assessment, the Company considers the following: if it obtains control of the specified services before they are
transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in
establishing price.
The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are
imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are
sales tax and value-added tax (VAT).
The Company's payment terms vary by type of services offered. The time between invoicing and when payment is
due is not significant. For certain services and customer types, the Company requires payment before services are
rendered.
From time to time, the Company's contracts are modified to account for additions or changes to existing
performance obligations. The Company's contract modifications related to stand-ready performance obligations are
generally accounted for prospectively.
Refer to Note 2 – Revenue for further discussion.
64 | CONDUENT 2020 ANNUAL REPORT
Note 2 – Revenue
Disaggregation of Revenue
During the first quarter of 2020, the Company changed how it presents its disaggregated revenue by major service
offering. This change had no impact on disaggregated revenue by reportable segments or the timing of revenue
recognition. All prior periods presented have been revised to reflect this change.
The following table provides information about disaggregated revenue by major service offering, the timing of
revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 –
Segment Reporting for additional information on the Company's reportable segments.
(in millions)
Commercial Industries:
Customer experience management
Business operations solutions
Commercial healthcare solutions
Human resource and learning services
Total Commercial Industries
Government Services:
Government healthcare solutions
Government services solutions
Total Government Services
Transportation:
Roadway charging & management services
Transit solutions
Curbside management solutions
Public safety solutions
Commercial vehicles
Total Transportation
Other:
Divestitures
Education
Total Other
Total Consolidated Revenue
Timing of Revenue Recognition:
Point in time
Over time
Total Revenue
Year Ended December 31,
2020
2019
2018
$
648 $
669 $
566
431
518
2,163
603
678
1,281
318
248
72
73
8
719
—
—
—
632
482
602
2,385
675
588
1,263
327
254
107
83
10
781
36
2
38
710
716
445
679
2,550
727
624
1,351
300
226
109
79
15
729
752
11
763
$
$
$
4,163 $
4,467 $
5,393
110 $
144 $
4,053
4,323
4,163 $
4,467 $
142
5,251
5,393
The Company's contracts with customers are broadly similar in nature throughout the Company's major service
offerings. The following is a description of the major service offerings:
Customer Experience Management: The Company offers a range of services that help its clients support their
end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical
support and patient assistance. The Company also provides multi-channel communication support (both print and
digital) across a range of industries.
Business Operations Solutions: The Company helps its clients improve communications with their customers and
constituents, whether it is on paper, on-line or through other communication channels. The Company also offers a
broad array of flexible transaction processing services that include data entry, scanning, image processing,
enrollment processing, claims processing, high volume offsite print and mail services and file indexing. The
CONDUENT 2020 ANNUAL REPORT | 65
Company serves clients by managing their critical finance, accounting and procurement processes. These services
include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and
expense management services. The Company also offers wholesale and retail lockbox services and process auto
and mortgage loans in the United States.
Commercial Healthcare Solutions: The Company delivers administration, clinical support and medical
management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization,
while improving health outcomes and experience for members and patients. The Company's solutions span: trials,
sales, access, and adherence to pharmaceutical clients; case management, performance management and patient
safety for hospital clients; medical bill review, claim processing, care integration, subrogation and payment integrity
solutions to managed care companies; and workers compensation medical bill review, mailroom/data capture and
medical management services to claims payers and third-party administrators.
Human Resource and Learning Services: The Company helps its clients support their employees at all stages of
employment from initial on-boarding through retirement. The Company delivers mission-critical, technology-enabled
HR services and solutions that improve business processes across the employee journey to maximize business
performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span
health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent,
and workforce management.
Government Healthcare Solutions: The Company provides medical management and fiscal agent care
management services, eligibility and enrollment services and support to Medicaid programs and federally funded
U.S. government healthcare programs. The Company's services include a range of innovative solutions such as
Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management,
eligibility and enrollment support, contract center services, application processing, premium billing, disease
surveillance and outbreak management and case management solutions.
Government Services Solutions: The Company is a leader in government payment disbursements for federally
sponsored programs like SNAP, commonly known as food stamps and Women, Infant and Children (WIC) as well
as government-initiated cash disbursements such as child support and unemployment benefits.
Roadway Charging & Management Services: The Company's electronic tolling, urban congestion management
and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers
where they need to go while generating revenue for much-needed infrastructure improvements. The Company's
solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition
and congestion management solutions.
Transit Solutions: The Company aims to make journeys more personalized and convenient while increasing
capacity and profitability for authorities and agencies. The Company combines the latest in fare collection and
intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit
solutions.
Curbside Management Solutions: The Company delivers intelligent curbside management systems that simplify
parking programs and deliver convenient and hassle-free experience for drivers. The Company's curbside solutions
include citation and permit administration, parking enforcement and curbside demand management.
Public Safety Solutions: The company provides data analytics, automated photo enforcement and other public
safety solutions to make streets and communities safer. Photo enforcement systems include red light, fixed and
mobile speed, school bus, work zone, school zone, bus lane only, high occupancy and other forms of photo
enforcement systems.
Commercial Vehicles: The Company provides computer-aided dispatch/automatic vehicle location technology to
help customers manage their fleet operations.
66 | CONDUENT 2020 ANNUAL REPORT
Contract Balances
The Company receives payments from customers based upon contractual billing schedules. Accounts receivable
are recorded when the right to consideration becomes unconditional. Contract assets are the Company’s rights to
consideration for services provided when the right is conditioned on something other than passage of time (for
example, meeting a milestone for the right to bill under the cost-to-cost measure of progress). Contract assets are
transferred to Accounts receivable, net when the rights to consideration become unconditional. Unearned income
includes payments received in advance of performance under the contract, which are realized when the associated
revenue is recognized under the contract.
The following table provides information about the balances of the Company's contract assets, unearned income
and receivables from contracts with customers:
(in millions)
Contract Assets (Unearned Income)
Current contract assets
Long-term contract assets(1)
Current unearned income
Long-term unearned income(2)
Net Contract Assets (Unearned Income)
Accounts receivable, net
__________
December 31, 2020
December 31, 2019
$
$
$
151 $
13
(133)
(29)
2 $
670 $
155
10
(108)
(21)
36
652
(1) Presented in Other long-term assets in the Consolidated Balance Sheets
(2) Presented in Other long-term liabilities in the Consolidated Balance Sheets
Revenues of $101 million and $101 million were recognized during the years ended December 31, 2020 and 2019,
respectively, related to the Company's unearned income at December 31, 2019 and January 1, 2019. The Company
had no material asset impairment charges related to contract assets for the year ended December 31, 2020.
Transaction Price Allocated to the Remaining Performance Obligations
Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or
partially satisfied at December 31, 2020, was approximately $1.2 billion. The Company expects to recognize
approximately 82% of this revenue over the next 2 years and the remainder thereafter.
Costs to Obtain and Fulfill a Contract
The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining
customer contracts. The net book value of these costs, which was $23 million and $18 million as of December 31,
2020 and 2019, respectively, are included in Other long-term assets. The judgments made in determining the
amount of costs incurred include whether the commissions are incremental and directly related to a successful
acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the
contract or the estimated life of the customer relationship, if renewals are expected and the renewal commission is
not commensurate with the initial commission. The Company expenses sales commissions when incurred if the
amortization period of the sales commission is one year or less.
In addition, the Company may provide inducement payments to secure customer contracts. These inducement
payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net
book value of these costs totaled $21 million and $21 million as of December 31, 2020 and 2019, respectively, and
are included in Other long-term assets.
Also, the Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are
expected to generate resources that will be used to satisfy the Company’s performance obligation under the
contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of
CONDUENT 2020 ANNUAL REPORT | 67
these costs, which comprise set-up/transition activities, was $32 million and $45 million as of December 31, 2020
and 2019, respectively, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract
fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance
obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the
expected period of benefit.
These costs are periodically reviewed for impairment.
The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years
ended December 31, 2020, 2019 and 2018, were $41 million, $42 million and $50 million, respectively.
The expected amortization expense for the next five years and thereafter for these costs is as follows (in millions):
2021
2022
2023
2024
2025
Thereafter
$
36 $
8 $
4 $
2 $
2 $
24
Note 3 – Segment Reporting
The Company's reportable segments correspond to how it organizes and manages the business, as defined by the
Company's Chief Executive Officer, who is also its Chief Operating Decision Maker (CODM), and are aligned to the
industries in which the Company's clients operate. The Company's segments involve the delivery of business
process services and include service arrangements where it manages a customer's business activity or process.
In 2020, the Company realigned its sales organization and certain shared IT and other allocated functions and
reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now
referred to as Unallocated Costs) to each of the reportable segments. All prior periods presented have been recast
to reflect these changes.
The Company's financial performance is based on Segment Profit/(Loss) and Segment Adjusted EBITDA for its
three reportable segments (Commercial Industries, Government Services and Transportation), Other and
Unallocated Costs. The Company's CODM does not evaluate operating segments using discrete asset information.
•
Commercial Industries: The Commercial Industries segment provides business process services and
customized solutions to clients in a variety of industries. Across the Commercial Industries segment, the
Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs,
improve efficiencies and enable revenue growth for the Company's clients and their consumers and employees.
• Government Services: The Government Services segment provides government-centric business process
services to U.S. federal, state and local and foreign governments for public assistance program administration,
transaction processing and payment services. The solutions in this segment help governments respond to
changing rules for eligibility and increasing citizen expectations.
•
Transportation: The Transportation segment provides systems and support, as well as revenue-generating
services, to government clients. On behalf of government agencies and authorities in the transportation industry,
the Company delivers mission-critical mobility and payment solutions that improve automation, interoperability
and decision-making to streamline operations, increase revenue and reduce congestion while creating safer
communities and seamless travel experiences for consumers.
Other includes the Company's divestitures and the Student Loan business, which the Company exited in the third
quarter of 2018.
Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise
application costs and certain corporate overhead expenses not directly attributable or allocated to the reportable
segments.
68 | CONDUENT 2020 ANNUAL REPORT
Selected financial information for our reportable segments was as follows:
Year Ended December 31,
(in millions)
2020
Revenue
Segment profit (loss)
Segment depreciation and
amortization
Adjusted EBITDA
2019
Revenue
Segment profit (loss)
Segment depreciation and
amortization
Adjusted EBITDA
2018
Revenue
Segment profit (loss)
Segment depreciation and
amortization
Adjusted EBITDA
Commercial
Industries
Government
Services
Transportation
Other
Unallocated
Costs
Total
Divestitures
Other
$
$
$
$
$
$
$
$
$
$
$
$
2,163 $
1,281 $
150 $
372 $
108 $
258 $
25 $
397 $
2,385 $
1,263 $
270 $
279 $
106 $
376 $
31 $
311 $
2,550 $
1,351 $
346 $
296 $
108 $
454 $
35 $
328 $
719 $
82 $
35 $
117 $
781 $
69 $
35 $
108 $
729 $
61 $
38 $
99 $
— $
— $
— $
— $
36 $
1 $
— $
1 $
752 $
98 $
7 $
105 $
— $
9 $
— $
2 $
2 $
(1) $
— $
(1) $
11 $
(4) $
2 $
(2) $
— $
(348) $
54 $
(294) $
— $
(345) $
44 $
(301) $
— $
(375) $
31 $
(344) $
4,163
265
222
480
4,467
273
216
494
5,393
422
221
640
The following is a reconciliation of segment profit (loss)/adjusted EBITDA to income (loss) before income taxes:
(in millions)
Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)
2020
2019
2018
Loss Before Income Taxes
Reconciling items:
Amortization of acquired intangible assets
Restructuring and related costs
Interest expense
Loss on extinguishment of debt
Goodwill impairment
Loss on divestitures and transaction costs
Litigation costs, net
Other (income) expenses, net
Segment Pre-Tax Income (Loss)
Segment depreciation and amortization
NY MMIS/HE charge (credit)
CA MMIS charge (credit)
Other adjustments
Adjusted EBITDA
$
(139) $
(2,106) $
(395)
239
67
60
—
—
17
20
1
265 $
222
—
(7)
— $
480 $
246
71
78
—
1,952
25
17
(10)
273 $
216
1
—
4 $
494 $
242
81
112
108
—
42
227
5
422
221
(3)
—
—
640
$
$
$
CONDUENT 2020 ANNUAL REPORT | 69
Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is
as follows for each of the years ended December 31:
(in millions)
United States
Europe
Other areas
Total Revenues and Long-Lived Assets
__________
2020
Revenues
2019
2018
Long-Lived Assets (1)
2019
2020
$
$
3,748 $
4,000 $
4,748 $
628 $
357
58
386
81
497
148
44
114
4,163 $
4,467 $
5,393 $
786 $
612
53
137
802
(1) Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv)
Operating lease right-of-use assets.
Note 4 – Divestiture
In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to
Skyview Capital LLC. During 2019, the Company recorded additional losses and transaction costs of $17 million on
the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge in
2018. The revenue generated from this business was $36 million for the three months ended March 31, 2019 and
$439 million for the year ended December 31, 2018.
Note 5 – Business Acquisition
In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of
healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent
consideration payment of $8 million based on a cumulative achievement over 2 years. Revenue recorded for the
year ended December 31, 2019, was $20 million. Pre-tax income for the year ended December 31, 2019, was $6
million.
The Company’s final purchase price allocation for HSP as of the acquisition date was as follows:
(in millions)
Fair Value of Consideration Transferred:
Cash paid
Contingent consideration payable
Total Consideration
Allocation of Purchase Price:
Net tangible assets
Developed technology
Costs Assigned to Intangible Assets
Customer relationships
Trademarks and trade names
Goodwill
Total Intangible Assets
Total Assets
$
$
$
$
90
7
97
10
19
18
1
49
68
97
The weighted average amortization periods are 7 years, 15 years and 1.5 years for Developed technology,
Customer relationships and Trademarks and trade names, respectively. The acquired goodwill is associated with the
Company's Commercial Industries segment. This acquired goodwill, while tax deductible, includes $7 million related
to contingent consideration payable that was not tax deductible until it was earned and paid. During the third quarter
of 2020, the contingent consideration payable was settled. The goodwill recognized is attributable primarily to
70 | CONDUENT 2020 ANNUAL REPORT
expected synergies and the assembled workforce of HSP. The Developed technology is classified as Product
Software within Other long-term assets on the Consolidated Balance Sheets.
The Company has not presented separate results of operations or combined pro forma financial information of the
Company and the acquired business because the results of operations of the acquired business are considered
immaterial.
Note 6 – Accounts Receivable, Net
The Accounts receivable, net balance of $670 million and $652 million at December 31, 2020 and 2019,
respectively, included allowance for doubtful accounts of $2 million and $2 million at December 31, 2020 and 2019,
respectively.
The Company enters into factoring agreements in the normal course of business as part of our cash and liquidity
management, to sell certain accounts receivable without recourse to third-party financial institutions. These
transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the
agreements transfer effective control over, and risk related to, the receivables to the buyers. Cash proceeds from
these arrangements are included in cash flow from operating activities in the Consolidated Statements of Cash
Flows.
Accounts receivable sales for the years ended December 31, 2020 and 2019 were as follows:
(in millions)
Accounts receivable sales
Year Ended December 31,
2020
2019
$
529 $
204
Note 7 - Land, Buildings, Equipment and Software, Net
Land, buildings and equipment, net was as follows:
(in millions except as noted)
Land
Building and building equipment
Leasehold improvements
IT, other equipment and office furniture
Other
Construction in progress
Subtotal
Accumulated depreciation
Estimated Useful
Lives
December 31,
(Years)
2020
2019
$
1 $
25 to 50
Varies
3 to 15
4 to 20
7
268
869
2
35
1,182
(877)
Land, Buildings and Equipment, Net
$
305 $
1
7
267
964
3
50
1,292
(950)
342
Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $125 million, $123 million and
$121 million, respectively.
CONDUENT 2020 ANNUAL REPORT | 71
Internal Use and Product Software
Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance
Sheets. Additions to Internal Use and Product Software as well as year-end balances for these assets were as
follows:
(in millions)
Additions to:
Internal use software
Product software
(in millions)
Internal use software, at cost
Accumulated amortization
Internal use software, net(1)
Product software, at cost
Accumulated amortization
Product software, net(1)
Year Ended December 31,
2020
2019
2018
$
63 $
36
70 $
9
47
8
December 31,
2020
2019
524 $
(361)
163 $
144 $
(72)
72 $
508
(358)
150
104
(64)
40
$
$
$
$
Useful lives of our Internal use and Product software generally vary from one to seven years. Amortization expense
for Internal use and Product software for the years ended December 31, 2020, 2019 and 2018 was $54 million,
$48 million and $46 million, respectively.
Cloud Computing Arrangements
Cloud computing implementation costs are included in Other current assets and Other long-term assets on the
Company's Consolidated Balance Sheets. Additions to Cloud computing implementation costs as well as year-end
balances for these assets were as follows:
(in millions)
Additions to:
Year Ended December 31,
2020
2019
2018
Cloud computing implementation costs
$
3 $
39 $
5
(in millions)
Capitalized Costs, Net
Cloud computing implementation costs, at cost
Accumulated amortization
Cloud computing implementation costs, net(1)
December 31,
2020
2019
$
$
47 $
(6)
41 $
44
(2)
42
__________
(1) Refer to Note 11 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.
Useful lives of Cloud computing implementation costs are three to five years. Amortization expense for Cloud
computing implementation costs for the years ended December 31, 2020, 2019 and 2018 were $4 million, $2 million
and $0 million, respectively.
72 | CONDUENT 2020 ANNUAL REPORT
Note 8 - Leases
The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment
transition method, which applies the provisions of the standard at the effective date without adjusting the
comparative periods presented. The Company has elected the package of practical expedients, which allows the
Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain,
leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs
for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical
expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less,
on its Consolidated Balance Sheets.
The components of lease costs were as follows:
(in millions)
Finance Lease Costs:
Amortization of right of use assets
Interest on lease liabilities
Total Finance Lease Costs
Operating lease costs:
Base rent
Short-term lease costs
Variable lease costs(1)
Sublease income
Total Operating Lease Costs
__________
Year Ended December 31,
2020
2019
$
$
$
$
8 $
1
9 $
95 $
5
26
(3)
123 $
(1) Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.
Supplemental cash flow information related to leases was as follows:
(in millions)
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Total Cash Flow from Operating Activities
Financing cash flow from finance leases
Supplemental non-cash information on right of use assets obtained in exchange for
new lease obligations:
Operating leases
Finance leases
$
$
$
$
$
Supplemental balance sheet information related to leases was as follows:
Year Ended December 31,
2020
2019
117 $
1
118 $
11 $
73 $
14 $
10
1
11
112
12
30
(7)
147
137
1
138
11
32
2
CONDUENT 2020 ANNUAL REPORT | 73
(in millions)
Operating lease assets:
Operating lease right-of-use assets
Operating lease liabilities:
Other current liabilities
Operating lease liabilities
Total Operating Lease Liabilities
Finance lease assets:
Land, buildings and equipment, net
Finance lease liabilities:
Current portion of long-term debt
Long-term debt
Total Finance Lease Liabilities
December 31,
2020
2019
$
$
$
$
$
$
246 $
81 $
207
288 $
19 $
8 $
12
20 $
271
91
229
320
14
7
10
17
The Company's leases generally do not provide an implicit rate; therefore, the Company uses its incremental
borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate
represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an
amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency
environment.
The weighted average discount rates and weighted average remaining lease terms for operating and finance leases
as of December 31, 2020 and 2019 were as follows:
Weighted average discount rates
Weighted average remaining lease term (in years)
December 31, 2020
December 31, 2019
Operating
Leases
Finance Leases
Operating
Leases
Finance Leases
6.1 %
5
5.3 %
3
5.5 %
5
4.8 %
3
Maturities of operating and finance lease liabilities as of December 31, 2020 were as follows:
December 31, 2020
Operating Lease
Payments
Finance Lease Payments
$
95 $
71
47
37
27
59
336
48
$
288 $
8
7
4
2
—
—
21
1
20
(in millions)
2021
2022
2023
2024
2025
Thereafter
Total undiscounted lease payments
Less imputed interest
Present value of lease liabilities
74 | CONDUENT 2020 ANNUAL REPORT
Note 9 - Goodwill and Intangible Assets, Net
Goodwill
The following table presents the changes in the carrying amount of goodwill, by reportable segment:
(in millions)
Balance at December 31, 2018
Foreign currency translation
Acquisitions
Impairment
Other
Balance at December 31, 2019
Foreign currency translation
Balance at December 31, 2020
Gross goodwill
Accumulated impairment
Balance at December 31, 2020
Commercial
Industries
Government
Services
Transportation
Total
$
1,391 $
1,376 $
641 $
3,408
—
49
(618)
(1)
821 $
16
837 $
2,390 $
(1,553)
837 $
$
$
$
$
(1)
—
(754)
—
621 $
2
623 $
1,377 $
(754)
623 $
(1)
—
(580)
—
60 $
8
68 $
648 $
(580)
68 $
(2)
49
(1,952)
(1)
1,502
26
1,528
4,415
(2,887)
1,528
The Company performed its annual goodwill impairment test for the year ended December 31, 2020 as of October
1, 2020. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.
To the extent the COVID-19 pandemic continues to disrupt the economic environment, such as a decline in the
performance of the reporting units or loss of a significant contract or multiple significant contracts, the fair value of
one or more of the reporting units could fall below their carrying value, resulting in a goodwill impairment charge.
2019 Goodwill Impairment Charge
In the first quarter of 2019, the Transportation reporting unit experienced unanticipated losses of certain customer
contracts, lower than expected new customer contracts and higher costs of delivery, and as a result, the growth of
this reporting unit decreased resulting in its fair value being below its carrying value by an estimated $284 million.
Accordingly, the Company recorded a pre-tax impairment charge of $284 million for the three months ended March
31, 2019.
In the second quarter of 2019, there were further unanticipated losses of certain customer contracts, lower potential
future volumes and lower than expected new customer contracts. This led to actual results being below budget and
a further downward revision of the long-term forecast across all the Company's reporting units. As a consequence of
the business performance and the strategy pivot due to changes in management that occurred in the second
quarter of 2019, the Company performed an interim goodwill impairment assessment for all its reporting units which
resulted in a pre-tax impairment charge of $1.1 billion for the three months ended June 30, 2019.
As of December 31, 2019, the Company performed an interim impairment assessment due to a triggering event
caused by further unanticipated contract losses within the Government Services reporting unit, and as result,
management performed a goodwill impairment assessment for this reporting unit as of December 31, 2019, which
resulted in a pre-tax impairment charge of $512 million.
In addition, in the fourth quarter of 2019, the Company recorded an immaterial correction to the impairment charges
recorded in the first and second quarters to properly reflect the impact of tax-deductible goodwill on the previous
impairments as well as the related income tax benefit. The cumulative impairment charge for the year ended
December 31, 2019 was approximately $2.0 billion.
CONDUENT 2020 ANNUAL REPORT | 75
Intangible Assets, Net
Net intangible assets were $187 million at December 31, 2020 of which $176 million, $8 million and $3 million relate
to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets
were comprised of the following:
December 31, 2020
December 31, 2019
(in millions except years)
Weighted
Average
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships
12 years
$
2,890 $
2,703 $
187 $
2,920 $
2,494 $
Technology, patents and
non-compete
Total Intangible Assets
0 years
—
—
—
1
1
$
2,890 $
2,703 $
187 $
2,921 $
2,495 $
426
—
426
Amortization expense related to intangible assets was $239 million, $246 million and $242 million for the years
ended December 31, 2020, 2019 and 2018, respectively. Amortization expense is expected to approximate $134
million in 2021, $13 million in 2022, $7 million in 2023, $6 million in 2024 and $4 million in 2025.
76 | CONDUENT 2020 ANNUAL REPORT
Note 10 – Restructuring Programs and Related Costs
The Company engages in a series of restructuring programs related to downsizing its employee base, exiting
certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost
structure and improve productivity. The implementation of the Company's operational efficiency improvement
initiatives have reduced the Company's real estate footprint across all geographies and segments resulting in lease
right-of-use asset impairments and other related costs. Also included in Restructuring and Related Costs are
incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $23
million, $21 million and $4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Management continues to evaluate the Company's business and, in the future, there may be additional provisions
for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are
completed.
Costs associated with restructuring, including employee severance and lease termination costs, are generally
recognized when it has been determined that a liability has been incurred, which is generally upon communication
to the affected employees or exit from the leased facility. In those geographies where we have either a formal
severance plan or a history of consistently providing severance benefits representing a substantive plan, we
recognize employee severance costs when they are both probable and reasonably estimable. Asset impairment
costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU)
assets and associated leasehold improvements.
A summary of the Company's restructuring program activity during the two years ended December 31, 2020 is as
follows:
(in millions)
Severance and
Related Costs
Termination and Other
Costs
Asset Impairments
Total
Balance at December 31, 2018
$
13 $
36 $
— $
Provision
Changes in estimates
Total Net Current Period Charges(1)
Charges against reserve and currency
Reclassification to operating lease ROU
assets(2)
Balance at December 31, 2019
Provision
Changes in estimates
Total Net Current Period Charges(1)
Charges against reserve and currency
Balance at December 31, 2020
$
$
33
(5)
28
(26)
—
15 $
13
1
14
(26)
30
(6)
24
(32)
(22)
6 $
27
3
30
(33)
3 $
3 $
15
—
15
(15)
—
— $
15
—
15
(15)
— $
__________
(1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.
(2) Relates to the adoption of the new lease guidance.
49
78
(11)
67
(73)
(22)
21
55
4
59
(74)
6
We also recorded costs related to professional support services associated with the implementation of certain
strategic transformation programs of $8 million, $4 million and $3 million during the years ended December 31,
2020, 2019 and 2018, respectively.
The following table summarizes the total amount of costs incurred in connection with these restructuring programs
by reportable and non-reportable segments:
CONDUENT 2020 ANNUAL REPORT | 77
(in millions)
Commercial Industries
Government Services
Transportation
Other
Unallocated Costs
Total Net Restructuring Charges
Year Ended December 31,
2020
2019
2018
11 $
24 $
1
2
—
45
1
2
—
40
59 $
67 $
26
1
3
6
42
78
$
$
78 | CONDUENT 2020 ANNUAL REPORT
Note 11 – Supplementary Financial Information
The components of Other assets and liabilities were as follows:
(in millions)
Other Current Assets
Prepaid expenses
Income taxes receivable
Value-added tax (VAT) receivable
Restricted cash
Current portion of capitalized cloud computing implementation costs, net
Net receivable from buyers of divested businesses
Other
Total Other Current Assets
Other Current Liabilities
Accrued liabilities
Litigation related accruals
Current operating lease liabilities
Restructure reserves
Income tax payable
Other taxes payable
Other
Total Other Current Liabilities
Other Long-term Assets
Internal use software, net
Deferred contract costs, net(2)
Product software, net
Cloud computing implementation costs, net
Other
Total Other Long-term Assets
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)
Income tax liabilities
Unearned income
Restructuring reserves
Other
Total Other Long-term Liabilities
__________
December 31,
2020
2019
$
73 $
48
21
8
8
53
95
306 $
229 $
73
81
1
16
16
34
450 $
163 $
76
72
33
69
413 $
24 $
15
29
5
35
$
$
$
$
$
$
$
108 $
70
38
20
9
5
52
89
283
309
178
91
15
11
16
27
647
150
84
40
37
76
387
—
20
21
6
44
91
(1) The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on
December 31, 2021 and the remainder due on December 31, 2022. The current portion of this liability is included in Accrued compensation
and benefits costs.
(2) Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2020 and
2019 are expected to be amortized over a weighted average remaining life of approximately 11 and 12 years, respectively. See Note 2 –
Revenue for more information.
CONDUENT 2020 ANNUAL REPORT | 79
Note 12 – Debt
The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments or as of
the earliest put date available to the debt holders. The Company defers costs associated with debt issuance over
the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income
(Loss).
Long-term debt was as follows:
(in millions)
Term loan A due 2022
Term loan B due 2023
Senior notes due 2024
Finance lease obligations
Other loans
Principal Debt Balance
Debt issuance costs and unamortized discounts
Less: current maturities
Total Long-term Debt
Weighted Average
Interest Rates at
December 31, 2020(1)
2020
2019
December 31,
2.34 % $
3.82 %
10.90 %
5.29 %
$
$
654 $
816
34
20
4
1,528 $
(18)
(90)
1,420 $
664
824
34
17
—
1,539
(25)
(50)
1,464
____________
(1) Represents weighted average effective interest rate which includes the effect of discounts and premiums on issued debt.
Scheduled principal payments due on long-term debt for the next five years are as follows:
$
2021
90 $
2022
598 $
2023
804 $
2024
36 $
2025
— $
Total
1,528
Credit Facility
On December 7, 2016, the Company entered into a senior secured credit agreement (Credit Agreement) among the
Company, its subsidiaries: Conduent Business Services, LLC (CBS), Affiliated Computer Services International B.V.
and Conduent Finance, Inc. (CFI), the lenders party thereto and JP Morgan Chase Bank, N.A., as the administrative
agent. The Credit Agreement contains senior secured credit facilities (Senior Credit Facilities) consisting of:
(i)
(ii)
(iii)
Senior Secured Term Loan A (Term Loan A) with an aggregate principal amount of $700 million;
Senior Secured Term Loan B (Term Loan B) with an aggregate principal amount of $850 million;
Senior Revolving Credit Facility (Revolving Credit Facility) with an aggregate available amount of $750
million including a sub-limit for up to $300 million available for the issuance of letters of credit.
During the first quarter of 2020, the Company borrowed $150 million of its $750 million Revolving Credit Facility,
which was subsequently fully repaid in December 2020. As of December 31, 2020, the Company has utilized $7
million of its revolving credit facility capacity to issue letters of credit. The net amount available to be drawn upon
under the Credit Agreement as of December 31, 2020 was $743 million.
The Credit Agreement permits the Company to incur incremental term loan borrowings and /or increase
commitments under the revolving credit facility, subject to certain limitations and satisfaction of certain conditions.
Currently additional term loans of up to $300 million are permitted.
80 | CONDUENT 2020 ANNUAL REPORT
All obligations under the Credit Agreement are unconditionally guaranteed by the Company, CBS, Conduent
Finance, Inc. (CFI) and the existing and future direct and indirect wholly owned domestic subsidiaries of CBS
(subject to certain exceptions). All obligations under the Credit Agreement, and the guarantees of those obligations,
are secured, subject to certain exceptions, by substantially all of the assets of CBS and the guarantors under the
Credit Agreement (other than the Company and CFI), including a first-priority pledge of all the capital stock of CBS
and the subsidiaries of CBS directly held by CBS or the guarantors (other than the Company and CFI) under the
Credit Agreement (which pledges, in the case of any foreign subsidiary, will be limited to 65% of the capital stock of
any first-tier foreign subsidiary).
The Credit Agreement contains certain customary affirmative and negative covenants, restrictions and events of
default. The Credit Agreement requires the total net leverage ratio for December 31, 2020 and thereafter not to
exceed 3.75 to 1.00.
Senior Notes
The Senior Notes are jointly and severally guaranteed on a senior unsecured basis by the Company and each of
the existing and future domestic subsidiaries of CFI or CBS that guarantee the obligations under the Senior Credit
Facilities.
Interest is payable semi-annually. The Issuers may redeem the Senior Notes, in whole or in part, at any time on or
after December 15, 2020, at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if
any, to but excluding the redemption date. No Senior Notes were redeemed between December 15, 2020 and
December 31, 2020.
Interest
Interest paid on short-term and long-term debt amounted to $51 million, $69 million, $100 million for the years
ended December 31, 2020, 2019 and 2018, respectively.
Interest expense and interest income were as follows:
(in millions)
Interest expense
Interest income(1)
Year Ended December 31,
2020
2019
2018
$
60 $
2
78 $
6
112
7
____________
(1)
Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).
CONDUENT 2020 ANNUAL REPORT | 81
Note 13 – Financial Instruments
The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates, which
could affect operating results, financial position and cash flows. The Company manages its exposure to these market
risks through regular operating and financing activities and, when appropriate, through the use of derivative financial
instruments. These derivative financial instruments are utilized to hedge economic exposures, as well as to reduce
earnings and cash flow volatility resulting from shifts in market rates. The Company enters into limited types of
derivative contracts to manage foreign currency exposures that it hedges. The primary foreign currency market
exposures include the Philippine Peso and Indian Rupee. The fair market values of all the Company's derivative
contracts change with fluctuations in interest rates or currency exchange rates and are designed so that any changes
in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are
held solely as risk management tools and not for trading or speculative purposes. The related cash flow impacts of
all derivative activities are reflected as cash flows from operating activities.
The Company does not believe there is significant risk of loss in the event of non-performance by the counterparty
associated with its derivative instruments because these transactions are executed with a major financial institution.
Further, the Company's policy is to deal only with counterparties having a minimum investment grade or better credit
rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.
Summary of Foreign Exchange Hedging Positions
At December 31, 2020 and 2019, the Company had outstanding forward exchange with gross notional values of
$180 million and $207 million, respectively. At December 31, 2020, approximately 77% of these contracts mature
within three months, 9% in three to six months, 11% in six to twelve months and 3% in greater than 12 months.
The following is a summary of the primary hedging positions and corresponding fair values:
(in millions)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar
Indian Rupee/U.S. Dollar
Euro/U.S. Dollar
Mexican Peso/U.S. Dollar
All Other
December 31, 2020
December 31, 2019
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
$
53 $
1 $
57 $
52
17
2
56
1
—
—
—
85
—
—
65
1
1
—
—
—
2
Total Foreign Exchange Hedging
$
180 $
2 $
207 $
____________
(1)
Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.
82 | CONDUENT 2020 ANNUAL REPORT
Note 14 – Fair Value of Financial Assets and Liabilities
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to
classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair
value hierarchy are as follows:
Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or
liabilities.
Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable,
either directly or indirectly.
Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or
liabilities.
Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis
The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the
measurement at fair value in all cases was Level 2.
(in millions)
Assets:
Foreign exchange contract - forward
Total Assets
Liabilities:
Foreign exchange contracts - forward
Total Liabilities
December 31, 2020
December 31, 2019
$
$
$
$
2 $
2 $
— $
— $
2
2
—
—
Summary of Other Financial Assets and Liabilities
The estimated fair values of other financial assets and liabilities were as follows:
(in millions)
Liabilities:
Long-term debt
Contingent consideration payable
December 31, 2020
December 31, 2019
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
$
1,420 $
1,378 $
1,464 $
1,449
— $
— $
4 $
4
The fair value amounts for Cash and cash equivalents, Restricted cash, Accounts receivable, net and Short-term
debt approximate carrying amounts due to the short-term maturities of these instruments.
The fair value of the contingent consideration payable related to the HSP acquisition was measured using a Monte
Carlo simulation model and calibrated to management’s financial projections of the acquired business. The value of
the contingent consideration payable was then estimated to be the arithmetic average of all simulation paths,
discounted to the valuation date (Level 3). During the third quarter of 2020, the contingent consideration payable
was settled.
The fair value of Long-term debt was estimated based on the current rates offered to the Company for debt of
similar maturities (Level 2).
CONDUENT 2020 ANNUAL REPORT | 83
Note 15 – Employee Benefit Plans
Defined Benefit Plans
In 2018, all the U.S. and the majority of the international plan assets and obligations were sold as part of the
divestiture of the U.S. human resource consulting and actuarial business and the human resource consulting and
outsourcing business located in Canada and the U.K. The Company's remaining benefit obligations and plan assets
at December 31, 2020 were $13 million and $2 million, respectively. The Company's remaining benefit obligations
and plan assets at December 31, 2019 were $14 million and $2 million, respectively.
Defined Contribution Plans
The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and
Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze
future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are
allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the
employee contributions. Beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S.
salaried employees and extended the suspension to all U.S. hourly employees in the second quarter of 2020.
However, the match was reinstated for all U.S. employees in November of 2020.
The Company recorded charges related to its defined contribution plans of $6 million in 2020, $9 million in 2019 and
$28 million in 2018.
$
$
$
Note 16 - Income Taxes
Loss before income taxes (pre-tax income (loss)) was as follows:
(in millions)
Domestic loss
Foreign income
Loss Before Income Taxes
Provision (benefit) for income taxes were as follows:
(in millions)
Federal Income Taxes
Current
Deferred
Foreign Income Taxes
Current
Deferred
State Income Taxes
Current
Deferred
Total Provision (Benefit)
84 | CONDUENT 2020 ANNUAL REPORT
Year Ended December 31,
2020
2019
2018
(186) $
(2,177) $
47
71
(139) $
(2,106) $
(411)
16
(395)
Year Ended December 31,
2020
2019
2018
(22) $
(17)
(3) $
(170)
18
(4)
5
(1)
47
(8)
5
(43)
35
(62)
41
(6)
20
(7)
21
$
(21) $
(172) $
A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as
follows:
U.S. federal statutory income tax rate
Nondeductible expenses
Change in valuation allowance for deferred tax assets
State taxes, net of federal benefit
Tax-exempt income, credits and incentives
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)
Divestitures(2)
Goodwill impairment(3)
Unrecognized tax benefits
Audit and other tax return adjustments
Other
Effective Income Tax Rate
_______________
Year Ended December 31,
2020
2019
2018
21.0 %
(2.1) %
0.6 %
(2.1) %
5.1 %
(0.9) %
— %
— %
(1.2) %
(5.3) %
— %
15.1 %
21.0 %
(0.2) %
(1.2) %
1.8 %
0.3 %
(0.2) %
0.2 %
(14.1) %
(0.3) %
0.1 %
0.8 %
8.2 %
21.0 %
(3.7) %
(1.7) %
(2.3) %
2.2 %
1.6 %
(20.3) %
— %
(1.9) %
0.2 %
(0.4) %
(5.3) %
(1)
(2)
(3)
The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated
with actual and deemed repatriations of earnings from our non-U.S. subsidiaries.
2018 divestitures include nondeductible goodwill allocated to divested businesses.
Goodwill impairment represents adjustments for impairment of non-deductible component of goodwill.
On a consolidated basis, the Company received a refund of $(1) million and paid a total of $46 million and $108
million in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2020,
2019 and 2018, respectively.
Unrecognized Tax Benefits and Audit Resolutions
The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, the
Company believes that certain positions may not be fully sustained upon review by tax authorities. Each period the
Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from
uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being
realized upon settlement. Where the Company has determined that its tax return filing position does not satisfy the
more-likely-than-not recognition threshold, the Company has recorded no tax benefits.
The Company is also subject to ongoing tax examinations in numerous jurisdictions due to the extensive
geographical scope of its operations. Ongoing assessments of the more-likely-than-not outcomes of the
examinations and related tax positions require judgment and can increase or decrease the Company's effective tax
rate, as well as impact its operating results. The specific timing of when the resolution of each tax position will be
reached is uncertain.
As of December 31, 2020, the Company had $23 million of unrecognized tax benefits, of which $21 million, if
recognized, would impact the Company's effective tax rate. Due to expected settlements, the Company estimates
that $14 million of the total unrecognized tax benefits will reverse within the next twelve months.
CONDUENT 2020 ANNUAL REPORT | 85
A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:
(in millions)
Balance at January 1
Additions related to current year
Additions related to prior years positions
Reductions related to prior years positions
Settlements with taxing authorities(1)
Currency
Balance at December 31
_______________
2020
2019
2018
$
24 $
20 $
—
3
—
(4)
—
1
7
(3)
(1)
—
$
23 $
24 $
15
3
5
—
(1)
(2)
20
(1) 2020 and 2019 settlement resulted in $4 million and $1 million cash paid, respectively.
The Company maintains offsetting benefits from other jurisdictions of $15 million, $16 million and $15 million, at
December 31, 2020, 2019 and 2018, respectively. The Company recognized interest and penalties accrued on
unrecognized tax benefits within income tax expense. The Company had $13 million, $14 million and $10 million
accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2020,
2019 and 2018, respectively. In the U.S., the Company is no longer subject to U.S. federal income tax examinations
for years before 2015. With respect to major foreign jurisdictions, the years generally remain open back to 2003.
Deferred Income Taxes
The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the
U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $280 million as of December
31, 2020. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S.
Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has
also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A
determination of the unrecognized deferred taxes related to these other components of our outside basis
differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted
earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.
86 | CONDUENT 2020 ANNUAL REPORT
The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:
(in millions)
Deferred Tax Assets
Net operating losses and capital loss carryforward
Operating reserves, accruals and deferrals
Deferred compensation
Settlement reserves
Operating lease liabilities
Tax credits
Other
Subtotal
Valuation allowance
Total
Deferred Tax Liabilities
Unearned income
Intangibles and goodwill
Depreciation
Operating lease right-of-use assets
Other
Total
Total Deferred Taxes, Net
December 31,
2020
2019
$
96 $
122
57
7
17
68
42
7
294
(83)
211 $
27 $
100
75
57
26
285 $
33
11
44
78
14
7
309
(72)
237
53
143
47
65
23
331
(74) $
(94)
$
$
$
$
The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a
valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not,
be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2020
and 2019 was an increase of $11 million and an increase of $28 million, respectively. The valuation allowance
relates primarily 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.
Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets,
for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of
operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and
projected income from operating activities. The amount of the net deferred tax assets considered realizable,
however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or
if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary
differences.
At December 31, 2020, we had tax credit carryforwards of $42 million available to offset future income taxes which
will expire between 2027 and 2040 if not utilized. We also had net operating loss carryforwards for income tax
purposes of $634 million that will expire between 2021 and 2040, if not utilized; and $189 million available to offset
future taxable income indefinitely. We had $8 million of capital loss carryforwards for income tax purposes that will
expire in 2024, if not utilized, and $11 million available to offset future capital gains income indefinitely.
CONDUENT 2020 ANNUAL REPORT | 87
Note 17 – Contingencies and Litigation
As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and
proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement
law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income
Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a
contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated.
The Company assesses its potential liability by analyzing its litigation and regulatory matters using available
information. The Company develops its view on estimated losses in consultation with outside counsel handling its
defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and
settlement strategies. Should developments in any of these matters cause a change in the Company's
determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of
these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for
such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows
and financial position in the period or periods in which such change in determination, judgment or settlement occurs.
The Company believes it has recorded adequate provisions for any such matters as of December 31, 2020.
Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such
outcome in any such matters could be in excess of any amounts accrued and could be material to the Company's
results of operations, cash flows or financial position in any reporting period.
Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships
with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee
the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an
obligation of the Company. These potential claims include actions based upon alleged exposures to products, real
estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect
on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the
outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to
results of operations in the period recognized, management does not anticipate they will have a material adverse
effect on the consolidated financial position or liquidity. As of December 31, 2020, the Company had accrued its
estimate of liability incurred under its indemnification arrangements and guarantees.
88 | CONDUENT 2020 ANNUAL REPORT
Litigation Against the Company
State of Texas v. Xerox Corporation, Conduent Business Services, LLC (f/k/a Xerox Business Services,
LLC), Conduent State Healthcare, LLC (f/k/a Xerox State Healthcare, LLC, f/k/a ACS State Healthcare, LLC)
and Conduent Incorporated: On May 9, 2014, the State of Texas, via the Texas Office of Attorney General (the
“State”), filed a lawsuit in the 53rd Judicial District Court of Travis County, Texas. The lawsuit alleged that Conduent
State Healthcare LLC (f/k/a Xerox State Healthcare, LLC and ACS State Healthcare) (“CSH”), Conduent Business
Services LLC (“CBS”) and Conduent Incorporated (“CI”) (collectively, CSH, CBS and CI are referred to herein as the
"Conduent Defendants") and Xerox Corporation (together with the Conduent Defendants, the “Defendants”) violated
the Texas Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health
and Human Services (“HHSC”). In February 2019 a settlement agreement and release was reached among the
Defendants, the State and HHSC which was amended in May 2019 ("Texas Agreement"). Pursuant to the terms of
the Texas Agreement, the Conduent Defendants were required to pay the State of Texas $236 million, of which $118
million was paid in 2019 and the remaining $118 million paid in January 2020. The case has been dismissed with
prejudice with a full release and discharge of the Defendants.
Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On
March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with
our statements and alleged omissions regarding our financial guidance and business and operations was filed
against us, our former Chief Executive Officer, and our Chief Financial Officer in the United States District Court for
the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise
acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary
damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020,
the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation
vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the
insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The
Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an
estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On
February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates
to the sale of a portion of Conduent Business Service, LLC’s (“CBS”) select standalone customer care call center
business (the “Business”) to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement,
CBS received approximately $23 million of notes from plaintiffs (the “Notes”). The lawsuit alleges various causes of
action in connection with the acquisition, including: indemnification for breach of representation and warranty,
indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their
contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the
Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020 Conduent
filed a Counterclaim against Skyview seeking the outstanding balance on the notes, the amounts owed for the
Jamaica deferred closing, and other Transition Services Agreement and late rent payment obligations. Conduent
denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and will
vigorously defend itself against these claims. The Company is not able to determine or predict the ultimate outcome
of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in
excess of currently recorded reserves.
CONDUENT 2020 ANNUAL REPORT | 89
Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of
California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern
District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (“Buck”),
which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the
2007 actuarial valuation for the Stanislaus County Employees Retirement Association (“StanCERA”). Plaintiffs
allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund
the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing
to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had
adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty.
Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed
demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice,
completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately
the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the
trial court as to Buck only, and only with respect to Plaintiff’s claim of aiding and abetting StanCERA in breaching its
fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing
against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the
court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. On April 26, 2019,
Plaintiffs in the parallel litigation filed an appeal. Nasrawi remains stayed until the parallel litigation is finally
concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for
aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits.
In August 2018, Conduent sold Buck Consultants, LLC; however, the Company retained this liability after the sale.
The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an
estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves.
Conduent Business Services, LLC v. Cognizant Business Services, LLC: On April 12, 2017, Conduent
Business Services LLC (“Conduent”) filed a lawsuit against Cognizant Business Services Corporation (“Cognizant”)
in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master
Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work
orders thereunder, between Conduent and Cognizant, as amended and supplemented (the “Contract”). The
Contract contains certain minimum purchase obligations by Conduent through the date of expiration. The lawsuit
alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly
perform its obligations as subcontractor to Conduent under Conduent’s contract with the New York Department of
Health to provide Medicaid Management Information Systems. In the lawsuit, Conduent seeks damages in excess
of $150 million. During the first quarter of 2018, Conduent provided notice to Cognizant that it was terminating the
Contract for cause and recorded in the same period certain charges associated with the termination. Conduent also
alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign
Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery
of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the contract and
an alleged $25 million termination fee. Cognizant's second amended counterclaim increased its damages to $89
million. Conduent will continue to vigorously defend itself against the counterclaims but the Company is not able to
determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate
of the possible outcome or loss, if any, in excess of currently recorded reserves.
90 | CONDUENT 2020 ANNUAL REPORT
Other Matters:
Since 2014, Xerox Education Services, Inc. ("XES") has cooperated with several federal and state agencies
regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (the
"Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under
outsourcing arrangements for various financial institutions required adjustments. With the exception of an inquiry the
Illinois Attorney General's Office recently commenced, the Company has resolved the investigations the CFPB and
several state agencies commenced and continues to work with the Department and the U.S. Department of Justice
to resolve all outstanding issues, including a number of operational projects that XES discovered and disclosed
since 2014. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on
behalf of which the Company serviced third-party student loans, or another party will not ultimately commence a
legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able
to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an
estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future
periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of
current reserves and there could be a material adverse effect on the Company's results of operations, cash flows
and financial position in the period in which such change in judgment or settlement occurs.
Guarantees and Indemnifications
Indemnifications Provided as Part of Contracts and Agreements
Acquisitions/Divestitures:
The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested
assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company
customarily agrees to hold the other party harmless against losses arising from a breach of representations and
covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income
taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded
as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of
indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall
maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably
estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically
made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition
agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are
achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent
obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent
obligations related to indemnifications arising from divestitures and contingent consideration provided for by
acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.
Other Agreements:
The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify
the other party with respect to certain matters:
• Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees
may remain in effect subsequent to the sale of the subsidiary.
• Agreements to indemnify various service providers, trustees and bank agents from any third-party claims
related to their performance on the Company's behalf, with the exception of claims that result from the third-
party's own willful misconduct or gross negligence.
• Guarantees of the Company's performance in certain services contracts to its customers and indirectly the
performance of third parties with whom the Company has subcontracted for their services. This includes
indemnifications to customers for losses that may be sustained as a result of the Company's performance of
services at a customer's location.
CONDUENT 2020 ANNUAL REPORT | 91
In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the
procedures specified in the particular contract and such procedures also typically allow the Company to challenge
the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the
lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount,
and in some instances, the Company may have recourse against third parties for certain payments it made.
Intellectual Property Indemnifications
The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this
software from a small number of primary vendors. The Company indemnifies certain software providers against
claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their
software in the Company's services and solutions. These indemnities usually do not include limits on the claims,
provided the claim is made pursuant to the procedures required in the services contract.
Indemnification of Officers and Directors
The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must
indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or
any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit
on the amount of indemnification, the Company may have recourse against its insurance carriers for certain
payments made by the Company. However, certain indemnification payments may not be covered under the
Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its
employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the
Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually
obligated to indemnify certain former and current directors, officers and employees of those businesses in
accordance with pre-acquisition by-laws or indemnification agreements or applicable state law.
Other Contingencies
Certain contracts, primarily in the Company's Government Services and Transportation segments, require the
Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2020,
the Company had $610 million of outstanding surety bonds used to secure its performance of contractual
obligations with its clients and $98 million of outstanding letters of credit issued to secure the Company's
performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company
would only be liable for the amount of these guarantees in the event of default in the Company's performance of its
obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity
from its cash flow and its various credit arrangements (including its Credit Facility) to allow it to respond to future
requests for proposals that require such credit support.
92 | CONDUENT 2020 ANNUAL REPORT
Note 18 - Preferred Stock
Series A Preferred Stock
In connection with the December 31, 2016 separation from the Company's former parent company (Separation), the
Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation
preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays
quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible
preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a
total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock),
subject to customary anti-dilution adjustments.
If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30
trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be
converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred
stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus
an additional number of shares determined by reference to the price paid for the Company's common stock upon
such change in control. In addition, upon the occurrence of certain fundamental change events, including a change
in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the
right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption
price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the
redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is
classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.
Note 19 – Shareholders’ Equity
Preferred Stock
As of December 31, 2020, the Company had one class of preferred stock outstanding. Refer to Note 18 – Preferred
Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible
preferred stock at $0.01 par value per share.
Common Stock
The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31,
2020, 17 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4
million shares were reserved for conversion of the Series A convertible preferred stock.
Stock Compensation Plans
Certain of the Company's employees participate in a long-term incentive plan. The Company's long-term incentive
plan authorizes the issuance of restricted stock units / shares (RSU), performance stock units / share (PSU) and
non-qualified stock options to employees. Stock-based compensation expense includes expense based on the
awards and terms previously granted to the employees.
Stock-based compensation expense was as follows:
(in millions)
Stock-based compensation expense, pre-tax
$
Income tax benefit recognized in earnings
2020
Year Ended December 31,
2019
2018
20 $
3
24 $
—
38
7
Restricted Stock Units / Shares Compensation expense is based upon the grant date market price. The
compensation expense is recorded over the vesting period based on management's estimate of the number of
shares expected to vest. The Company’s RSU awards typically vest in three separate and equal tranches over a
three-year period. Each tranche vests annually, at December 31, following the date of grant.
CONDUENT 2020 ANNUAL REPORT | 93
In 2020, the Company issued 389 thousand Deferred Stock Units (DSU) to non-employee members of the Board of
Directors. DSU awards typically vest in accordance with certain service conditions.
Performance Stock Units / Shares: The Company has granted PSUs under various scenarios including:
•
•
PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a
three-year period. If the three-year actual results exceed the stated targets, then the plan participants have
the potential to earn additional shares of common stock, which cannot exceed 100% of the original grant.
The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of
the grant. Compensation expense is recognized over the vesting period, which is two years and nine
months from the date of grant, based on management's estimate of the number of shares expected to vest.
If the stated targets are not met, any recognized compensation cost would be reversed.
PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and
nine-month period from the date of grant. These PSUs also have a service requirement that must be met in
order for them to vest. The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation
expense is recognized over the vesting period based on management's estimate of the number of shares
expected to vest.
Employee Stock Options: Stock options were issued by a former parent company and were converted to
Conduent's common stock upon the Separation. As of December 31, 2020, these options have expired. Conduent
has not issued any new stock options.
Summary of Stock-based Compensation Activity
(shares in thousands)
Shares
Restricted Stock Units / Shares
2020
2019
2018
Weighted
Average Grant
Date Fair
Value
Shares
Weighted
Average Grant
Date Fair
Value
Shares
Weighted
Average Grant
Date Fair
Value
Outstanding at January 1
1,741 $
13.07
2,399 $
Granted
Vested
Canceled
Outstanding at December 31
Performance Stock Units /
Shares
Outstanding at January 1
Granted
Vested
Canceled
Outstanding at December 31
7,778
(2,816)
(1,083)
5,620
3,597 $
7,010
(3,163)
(1,991)
5,453
2.25
4.99
6.11
3.49
16.17
1.37
7.33
11.91
3.83
2,503
(2,135)
(1,026)
1,741
4,557 $
1,229
(1,069)
(1,120)
3,597
16.90
12.57
15.54
15.68
13.07
16.76
13.35
15.64
16.00
16.17
3,125 $
1,246
(1,501)
(471)
2,399
5,429 $
730
(980)
(622)
4,557
16.29
18.82
17.30
16.62
16.90
16.55
18.64
17.12
16.59
16.76
The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2020 was as
follows (in millions):
Awards
Restricted Stock Units / Shares
Performance Stock Units / Shares
Total
94 | CONDUENT 2020 ANNUAL REPORT
Unrecognized
Compensation
Remaining Weighted-
Average Expense Period
(Years)
$
$
13
3
16
1.7
1.5
The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):
Awards
Restricted Stock Units / Shares
Performance Stock Units / Shares
December 31, 2020
$
27
26
The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as
follows:
(in millions)
December 31, 2020
December 31, 2019
December 31, 2018
Awards
Restricted Stock
Units / Shares
Performance Stock
Units / Shares
Stock Options
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
$
13 $
— $
3 $
17 $
— $
4 $
20 $
— $
14
—
—
—
2
—
11
—
—
—
2
—
18
2
—
2
4
4
—
Note 20 – Other Comprehensive Income (Loss)
Other Comprehensive Income (Loss) is comprised of the following:
(in millions)
Currency Translation
Currency translation adjustments, net
Reclassification of currency translation
adjustments on divestitures
Translation adjustments gains(losses)
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges
gains (losses)
Changes in cash flow hedges reclassed to
earnings(1)
Net Unrealized Gains (Losses)
Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans
and other
Net actuarial/prior service gains (losses)
Changes in Defined Benefit Plans Gains
(Losses)
Other Comprehensive Income (Loss)
____________________________
$
$
$
$
$
$
$
Year Ended December 31,
2020
2019
2018
Pre-tax
Net of Tax
Pre-tax
Net of Tax
Pre-tax
Net of Tax
8 $
8 $
3 $
3 $
(31) $
(31)
—
8 $
—
8 $
15
18 $
15
18 $
42
11 $
— $
— $
1 $
1 $
2 $
—
— $
—
— $
(1)
— $
—
1 $
(1)
1 $
— $
1
— $
1
1 $
—
(1) $
—
65 $
—
1 $
1 $
1 $
(1) $
65 $
9 $
9 $
19 $
18 $
77 $
42
11
1
—
1
62
—
62
74
(1) Reclassified to Cost of services - refer to Note 13 – Financial Instruments for additional information regarding our cash flow hedges.
Accumulated Other Comprehensive Loss (AOCL)
Below are the balances and changes in AOCL(1):
CONDUENT 2020 ANNUAL REPORT | 95
(in millions)
Currency
Translation
Adjustments
Gains (Losses)
on Cash Flow
Hedges
Defined Benefit
Pension Items
Total
Balance at December 31, 2017
$
(437) $
1 $
(58) $
(494)
Reclassification of amounts impacted by Tax Reform
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income (loss)
—
(31)
42
11
—
1
—
1
(5)
—
62
62
(5)
(30)
104
74
Balance at December 31, 2018
$
(426) $
2 $
(1) $
(425)
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income (loss)
3
15
18
1
—
1
—
(1)
(1)
4
14
18
Balance at December 31, 2019
$
(408) $
3 $
(2) $
(407)
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income (loss)
8
—
8
—
—
—
1
—
1
9
—
9
Balance at December 31, 2020
__________
(1) All amounts are net of tax. Tax effects were immaterial.
$
(400) $
3 $
(1) $
(398)
96 | CONDUENT 2020 ANNUAL REPORT
Note 21 – Earnings (Loss) per Share
We did not declare any common stock dividends in the periods presented.
The following table sets forth the computation of basic and diluted loss per share of common stock:
Year Ended December 31,
(in millions, except per share data. Shares in thousands)
2020
2019
2018
Net Loss per Share:
Net loss
Dividend - preferred stock
Adjusted Net Loss Available to Common Shareholders
Weighted average common shares outstanding
Basic Loss per Share
Diluted Loss per Share:
Net loss from continuing operations
Dividend - preferred stock
Adjusted Net Loss Available to Common Shareholders
Weighted average common shares outstanding
Diluted Loss per Share
$
$
$
$
$
$
(118) $
(10)
(128) $
(1,934) $
(10)
(1,944) $
(416)
(10)
(426)
210,018
209,318
206,056
(0.61) $
(9.29) $
(2.06)
(118) $
(10)
(128) $
(1,934) $
(10)
(1,944) $
(416)
(10)
(426)
210,018
209,318
206,056
(0.61) $
(9.29) $
(2.06)
There were no securities excluded from the computation of diluted earnings per share for being either contingently
issuable shares or shares that if included would have been anti-dilutive for any of the years ended December 31,
2020, 2019 or 2018.
CONDUENT 2020 ANNUAL REPORT | 97
Note 22 – Related Party Transactions
During the third quarter of 2019, Carl C. Icahn and his affiliates (shareholders) increased their ownership interest in
the Company. In the normal course of business, the Company provides services to, and purchases from, certain
related parties with the same shareholders. The services provided to these entities included those related to human
resources, end-user support and other services and solutions. The purchases from these entities included office
equipment and related services and supplies. Revenue and purchases from these entities were included in
Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Consolidated
Statements of Income (Loss).
Transactions with related parties were as follows:
(in millions)
Revenue from related parties
Purchases from related parties
Year Ended December 31,
2020
2019
2018
$
$
24 $
36 $
33 $
46 $
45
41
The Company's receivable and payable balances with related party entities were not material as of December 31,
2020 and 2019.
98 | CONDUENT 2020 ANNUAL REPORT
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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, 2020, 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, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 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.
CONDUENT 2020 ANNUAL REPORT | 99
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, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. 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. Mr. 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. Mr. 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.
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 2021 Annual Meeting of
Stockholders (the 2021 Proxy Statement). The 2021 Proxy Statement is expected to be filed within 120 days after
the end of our fiscal year ended December 31, 2020.
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) Report" of our 2021 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 “Proposal 1 - Election of Directors” in our 2021 Proxy Statement.
We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal
accounting officer (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 2021 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.
100 | CONDUENT 2020 ANNUAL REPORT
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item included under the following captions under “Proposal 1 - Election of
Directors” in our 2021 Proxy Statement is incorporated herein by reference: “Compensation Discussion and
Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2020”, “Outstanding Equity Awards at
2020 Fiscal Year-End”, “Option Exercises and Stock Vested in 2020”, “Potential Payments upon Termination or
Change in Control”, “Annual Director Compensation", "Equity Compensation Plan Information", "Compensation
Committee Interlocks and Insider Participation” and “Compensation Committee”. The information included under the
heading “Compensation Committee Report” in our 2021 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.
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” under “Proposal 1 - Election of Directors” in our 2021
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” under “Proposal 1 - Election of Directors” in our 2021 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 2021 Proxy Statement.
ITEM 14. PRINCIPAL AUDITOR 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 2021 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;
Consolidated Statements of Income (Loss) for each of the years in the three-year period
ended December 31, 2020;
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-
year period ended December 31, 2020;
Consolidated Balance Sheets as of December 31, 2020 and 2019;
Consolidated Statements of Cash Flows for each of the years in the three-year period ended
December 31, 2020;
Consolidated Statements of Shareholders' Equity for each of the years in the three-year
period ended December 31, 2020;
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:
CONDUENT 2020 ANNUAL REPORT | 101
▪
Schedule II–Valuation and Qualifying Accounts for each of the three years in the period
ended December 31, 2020.
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 2021 Proxy
Statement or to our directors are preceded by an asterisk (*).
SCHEDULE II
Valuation and Qualifying Accounts
For the three years ended December 31, 2020
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
$
2 $
1 $
— $
1
2
72
44
35
3
—
17
38
17
—
—
—
—
—
(1) $
(2)
(1)
(6)
(10)
(8)
2
2
1
83
72
44
(in millions)
Allowance for Losses:
2020 Accounts Receivable
2019 Accounts Receivable
2018 Accounts Receivable
Tax Valuation Allowance:
2020 Tax Valuation
2019 Tax Valuation
2018 Tax Valuation
__________
(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
102 | CONDUENT 2020 ANNUAL REPORT
EXHIBIT INDEX
Document and Location
Exhibit No.
2.1
3.1
3.2
4.1(a)
4.1(b)
4.1(c)
4.1(d)
4.1(e)
4.1(f)
4.2
10.1(a)
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).
Restated Certificate of Incorporation of Registrant as of December 23, 2016.
Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated
December 23, 2016. (See SEC File Number 001-37817).
Amended and Restated By-Laws of Registrant as amended through December 31, 2016.
Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated
December 23, 2016. (See SEC File Number 001-37817).
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).
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).
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).
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).
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).
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. (See SEC File Number 001-37817).
4.2 Description of Securities.
Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K dated
February 26, 2020. (See SEC File Number 001-37817)
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).
CONDUENT 2020 ANNUAL REPORT | 103
10.1(b)
10.1(c)
10.1(d)
10.1(e)
10.4(a)
10.4(b)
10.5(a)
10.5(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).
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).
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).
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. (See SEC File Number 001-37817).
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.
Incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K dated
January 3, 2017. (See SEC File Number 001-37817).
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.
Incorporated by reference to Exhibit 10.6 to Registrant’s Amendment No. 1 to Form 10 dated
August 15, 2016. (See SEC File Number 001-37817).
Exchange Agreement dated October 27, 2016 by and among Darwin A. Deason, Conduent
Incorporated and Xerox Corporation.
Incorporated by reference to Exhibit 10.14 to Registrant’s Amendment No. 5 to Form 10 dated
October 28, 2016. (See SEC File Number 001-37817).
Shareholders Agreement dated December 18, 2018 by and between Darwin Deason and
Conduent Incorporated.
Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated
December 18, 2018. (See SEC File Number 001-37817).
The management contracts or compensatory plans or arrangements listed below that are applicable to the
executive officers named in the Summary Compensation Table which will appear in the Registrant’s 2020
Proxy Statement or to our directors are preceded by an asterisk (*).
*10.6(a)(i)
Registrant’s Performance Incentive Plan dated as of December 15, 2016 (“PIP”).
*10.6(a)(ii)
*10.6(a)(iii)
Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement No. 333-215361
dated December 29, 2016. (See SEC File Number 001-37817).
Form of Restricted Stock Unit Award Agreement 2018 under the PIP, dated as of October 1,
2017.
Incorporated by reference to Exhibit 10.6(a)(vii) to the Registrant's Quarterly Report on Form
10-Q dated May 9, 2018. (See SEC File Number 001-37817).
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. (See SEC File Number 001-37817).
104 | CONDUENT 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. (See SEC File Number 001-37817).
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. (See SEC File Number 001-37817).
Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15,
2016 (“ECPNED”).
Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement No. 333-215361
dated December 29, 2016. (See SEC File Number 001-37817).
Form of Agreement under the ECPNED.
Incorporated by reference to Exhibit 10.6(b)(ii) to the Registrant's Annual Report on Form 10-K
dated March 10, 2017. (See SEC File Number 001-37817).
Form of Restricted Stock Unit Award Agreement 2020 under the PIP.
*10.6(a)(v)
*10.6(b)(i)
*10.6(b)(ii)
*10.6(a)(vi)
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).
Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.
*10.6(a)(vii)
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).
Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.
Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated
August 28, 2017. (See SEC File Number 001-37817).
Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton
regarding compensation arrangements.
Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Current Report on Form 8-K
dated May 28, 2019. (See SEC File Number 001-37817).
Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton
regarding compensation arrangements.
Incorporated by reference to Exhibit 10.6(j) to the Registrant’s Current Report on Form 8-K
dated August 7, 2019. (See SEC File Number 001-37817).
Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford
Skelton regarding compensation arrangements.
Incorporated by reference to Exhibit 10.6(e)(ii) to the Registrant’s Annual Report on Form 10-K
dated February 26, 2020. (See SEC File Number 001-37817).
Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford
Skelton regarding compensation arrangements.
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. (See SEC File Number 001-37817).
Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S. Brewer.
Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Annual Report on Form 10-K
dated February 26, 2020. (See SEC File Number 001-37817).
Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael
Krawitz.
Incorporated by reference to Exhibit 10.6(i) to the Registrant’s Annual Report on Form 10-K
dated February 26, 2020. (See SEC File Number 001-37817).
List of subsidiaries of Registrant.
Consent of PricewaterhouseCoopers LLP.
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
*10.6.(c)
*10.6(d)
*10.6(d)(i)
*10.6(d)(ii)
*10.6(d)(iii)
*10.6(e)
*10.6(f)
*10.6(g)
21.1
23
31(a)
CONDUENT 2020 ANNUAL REPORT | 105
31(b)
32
101.INS
101.CAL
101.DEF
101.LAB
101.PRE
101.SCH
104
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002.
Inline XBRL Instance Document - the instance document does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document.
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
106 | CONDUENT 2020 ANNUAL REPORT
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 24, 2021
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 24, 2021
Signature
Title
Principal Executive Officer:
/S/ CLIFFORD SKELTON
Clifford Skelton
Principal Financial Officer:
/S/ BRIAN WEBB-WALSH
Brian Webb-Walsh
Principal Accounting Officer:
/S/ STEPHEN WOOD
Stephen Wood
/S/ HUNTER GARY
Hunter Gary
/S/ KATHY HIGGINS VICTOR
Kathy Higgins Victor
/s/ SCOTT LETIER
Scott Letier
/s/ JESSE LYNN
Jesse Lynn
/s/ STEVEN MILLER
Steven Miller
/S/ MICHAEL MONTELONGO
Michael Montelongo
/S/ MARGARITA PALÁU-HERNÁNDEZ
Margarita Paláu-Hernández
Chief Executive Officer and Director
Executive Vice President and Chief Financial Officer
Vice President, Corporate Controller and Principal Accounting Officer
Director
Director
Director and Chairman of the Board
Director
Director
Director
Director
CONDUENT 2020 ANNUAL REPORT | 107
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To My Fellow Shareholders
To My Fellow Shareholders
2020 was a year like no other. And despite
2020 was a year like no other. And despite
the many challenges that we all faced –
the many challenges that we all faced –
as individuals, as a company, as a world –
as individuals, as a company, as a world –
we worked hard and made it a good year
we worked hard and made it a good year
for Conduent.
for Conduent.
While Conduent was not exempt from the impact of COVID-19,
While Conduent was not exempt from the impact of COVID-19,
we moved quickly to ensure that our associates were safe and that
we moved quickly to ensure that our associates were safe and that
we were able to continue serving our clients and their end users.
we were able to continue serving our clients and their end users.
We are now a stronger, more agile company and are improving
We are now a stronger, more agile company and are improving
fi nancial and operational performance every step of the way along
fi nancial and operational performance every step of the way along
our journey.
our journey.
Our diversifi ed business model also served us well this past
Our diversifi ed business model also served us well this past
year. Our experience in operating a robust work-from-anywhere
year. Our experience in operating a robust work-from-anywhere
operation enabled us to move rapidly to continue to meet our
operation enabled us to move rapidly to continue to meet our
clients’ needs.
clients’ needs.
In 2020, we achieved the revenue targets we set prior to the start
In 2020, we achieved the revenue targets we set prior to the start
of the pandemic, and we had very strong sales performance –
of the pandemic, and we had very strong sales performance –
with signings of more than $1.9 billion in total contract value.
with signings of more than $1.9 billion in total contract value.
We not only kept our people safe and supported through this
We not only kept our people safe and supported through this
challenging time, but we also increased our commitment to
challenging time, but we also increased our commitment to
making progress on Environmental, Social and Governance
making progress on Environmental, Social and Governance
initiatives in 2020, with a strong focus on Diversity and Inclusion.
initiatives in 2020, with a strong focus on Diversity and Inclusion.
We improved client relationships and drove utilization of shared
We improved client relationships and drove utilization of shared
services and best practices. We worked to standardize our
services and best practices. We worked to standardize our
governance processes and protocols for client implementations,
governance processes and protocols for client implementations,
risk and incident management and sales and account
risk and incident management and sales and account
management. Our technology focus was on consistent, high-
management. Our technology focus was on consistent, high-
quality and secure service delivery through our IT command
quality and secure service delivery through our IT command
center, driving improvements in proactive platform monitoring
center, driving improvements in proactive platform monitoring
and incident management protocols. Our delivery improved
and incident management protocols. Our delivery improved
dramatically, and this is leading to a stronger market reputation.
dramatically, and this is leading to a stronger market reputation.
Industry analysts and advisors are confi rming this through
Industry analysts and advisors are confi rming this through
support and acknowledgment in their research and rankings.
support and acknowledgment in their research and rankings.
Cliff Skelton
Cliff Skelton
We are clearly improving fi nancial
We are clearly improving fi nancial
and operational performance.
and operational performance.
Through our dedicated associates, we deliver mission-
Through our dedicated associates, we deliver mission-
critical services and solutions on behalf of businesses and
critical services and solutions on behalf of businesses and
governments – creating exceptional outcomes for our clients
governments – creating exceptional outcomes for our clients
and the millions of people who count on them.
and the millions of people who count on them.
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2020 Annual Report
Mission-critical Services and
Solutions for Exceptional Outcomes
Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, NJ 07932
Conduent.com
© 2021 Conduent Inc. All rights reserved.
Conduent and Conduent Agile Star are
trademarks of Conduent Inc. in the
United States and/or other countries.
Paper from responsible sources.