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Other Events.

On April7, 2017, Conduent Incorporated, a New York corporation
(the Company), entered into Amendment No.1 (the
Repricing Amendment) to the Credit Agreement, dated as of
December7, 2016 (as supplemented by the First Incremental
Agreement, dated as of January3, 2017, the Credit
), among the Company, its subsidiaries Conduent
Business Services, LLC (f/k/a Xerox Business Services, LLC)
(CBS), Affiliated Computer Services International B.V. and
Conduent Finance, Inc., the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent. All capitalized terms
not defined herein are defined in the Credit Agreement.

As a result of the Repricing Amendment, CBS was required to pay
the TermB Lenders a 1% principal prepayment fee on the
$847,875,000 principal balance in the amount of $8,478,750, and
the TermB Loan interest rate was reduced by 1.5% from 5.5% over
LIBOR to 4.0% over LIBOR. This repricing of the Term B Loan
interest rate is expected to result in substantial interest cost
savings over the life of the TermB Loan. In addition, the
Repricing Amendment eliminated the LIBOR floor applicable to the
Term B Loan (previously 0.75%), reset the soft call protection
for six months and amended the leverage-based excess cash flow
sweep threshold levels.

This Repricing Amendment did not impact the outstanding principal
balance or maturity date of the TermB Loan facility or any
material terms of the $700 million Term A Loan facility and
Revolving Loan facility under the Credit Agreement. The foregoing
description of the Repricing Amendment does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Repricing Amendment, which is filed as
Exhibit10.1 to this Current Report on Form 8-K and incorporated
herein by reference.

Forward Looking Statements

This report contains forward-looking statements that involve
risks and uncertainties. These statements can be identified by
the fact that they do not relate strictly to historical or
current facts, but rather are based on current expectations,
estimates, assumptions and projections about the business process
outsourcing industry and our business and financial results.
Forward-looking statements often include words such as
anticipates, estimates, expects, projects, intends, plans,
believes and words and terms of similar substance in connection
with discussions of future operating or financial performance. As
with any projection or forecast, forward-looking statements are
inherently susceptible to uncertainty and changes in
circumstances. Our actual results may vary

materially from those expressed or implied in our forward-looking
statements. Accordingly, undue reliance should not be placed on
any forward-looking statement made by us or on our behalf.
Important factors that could cause our actual results to differ
materially from those in our forward-looking statements include
government regulation, economic, strategic, political and social
conditions and the following factors, among others: competitive
pressures; changes in interest in outsourced business process
services; our ability to obtain adequate pricing for our services
and to improve our cost structure; the effects of any
acquisitions, joint ventures and divestitures by us; our ability
to attract and retain key employees; our ability to attract and
retain necessary technical personnel and qualified
subcontractors; a decline in revenues from or a loss or failure
of significant clients; our ability to estimate the scope of work
or the costs of performance in our contracts; the failure to
comply with laws relating to individually identifiable
information and personal health information and laws relating to
processing certain financial transactions, including payment card
transactions and debit or credit card transactions; our ability
to deliver on our contractual obligations properly and on time;
our ability to renew commercial and government contracts awarded
through competitive bidding processes; increases in the cost of
telephone and data services or significant interruptions in such
services; changes in tax and other laws and regulations;
increased volatility or decreased liquidity in the capital
markets, including any limitation on our ability to access the
capital markets for debt securities, refinance our outstanding
indebtedness or obtain bank financing on acceptable terms; the
impact of terrorist acts, hostilities, natural disasters
(including extreme weather) and pandemic viruses; changes in
foreign exchange rates; our lack of an operating history as an
independent publicly traded company; changes in U.S. GAAP or
other applicable accounting policies; the other risks and
uncertainties detailed in the section titled Risk Factors, the
Legal Proceedings section, the Managements Discussion and
Analysis of Financial Condition and Results of Operations section
and other sections of our Annual Report on Form 10-K, as well as in our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the Securities and Exchange Commission. We caution you
that the foregoing list of important factors may not contain all
of the material factors that are important to you. Any
forward-looking statements made by us in this current report
speak only as of the date on which they are made. We are under no
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.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.



10.1 Amendment No.1 to Credit Agreement dated as of April7, 2017


Conduent Incorporated is a business process services company. The Company’s segments include Commercial Industries, Healthcare, Public Sector and Other. Its Commercial Industries segment provides business process services and customized solutions to customers of industries. Its Healthcare segment provides industry-centric business process services to customers across the healthcare industry, including providers, payers, employers, pharmaceutical and life science companies and government agencies. Its Public Sector segment provides government-centric business process services to the United States federal, state and local and foreign governments for transportation, public assistance, program administration, transaction processing and payment services. Its other segment includes Government Health Enterprise Medicaid Platform business. It serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, transportation and utilities.


CONDUENT INCORPORATED (NYSE:CNDT) closed its last trading session down -0.25 at 16.07 with 1,134,682 shares trading hands.

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