What changed in this filing

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Item 1. Business

2025-02-19 compared with 2024-02-21 · 187 added, 169 removed, 217 unchanged (62% of the section changed)

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We deliver digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on them.

The Company leverages cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical business process solutions.

Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs.

As a pioneer in global business process outsourcing, we deliver deep expertise across a wide range of industries globally in both the commercial and public sectors.

Each day, Conduent's solutions and services interact in the lives of millions of people in many ways — from safer, more seamless commutes that reduce congestion to streamlined benefits enrollment, digital payments, customer experiences and government healthcare claims.

Our commercial portfolio includes leading solutions in attractive growth markets, including customer experience management, business operations, healthcare and human capital solutions.

Our people, expertise and technology elevate experiences and outcomes every day.

In 2023, we managed approximately 2.3 billion customer service interactions, captured and classified 5.4 billion documents, and supported millions of employees with HR services.

We serve a substantial portion of the public sector, providing market-leading transportation and government offerings such as smart mobility solutions that seamlessly connect travelers and digital benefit payments that constituents depend on every day.

Our transportation portfolio includes Road Usage Charging, Transit, Curbside Management and Public Safety solutions.

We process nearly 13 million tolling transactions every day while helping to reduce congestion and greenhouse emissions through all-electronic tolling and other technology solutions.

Our government portfolio includes digital payments, child support payments, government healthcare and eligibility and enrollment solutions, helping to ensure efficient Medicaid healthcare claims processing and delivery of benefits to the most vulnerable populations.

In line with our strategic initiatives, as discussed in Part II, Item 8, Note 4 – Assets/Liabilities Held for Sale and Divestitures, we have signed a definitive agreement to sell our Curbside Management and Public Safety Solutions businesses.

Additionally, we have entered into a Custodial Transfer and Asset Purchase Agreement to transfer our BenefitWallet health savings account and medical savings account portfolio.

We leverage cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions.

Through a dedicated global team of approximately 56,000 associates, process expertise and advanced technologies, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs.

Conduent is a diverse, global company with a portfolio of assets spanning both the commercial and public sectors.

Our unique set of solutions and services are utilized by some of the largest corporations, governments and public sector agencies across multiple industries and geographies to deliver end-user excellence at scale and business process efficiencies with state-of-the-art, proprietary technology.

Each day, our solutions and services interact in the lives of millions of people in many ways - from safer, more seamless commutes that reduce congestion to streamlined benefits enrollment, digital payments, customer experiences and government healthcare claims.

Conduent’s uniqueness, loyalty and dedication to service make for a future of robust value creation and growth.

Our commercial portfolio includes technology-led solutions driving efficiencies and enhanced end-user experiences across multiple industries in attractive growth markets, including customer experience management, finance and accounting, digital and document solutions, banking, healthcare and human capital solutions.

In the commercial market, competitive pressures are driving demand for increased productivity, efficiency and modern digital experiences, and these needs favor end-to-end solutions and outsourcing where we have an advantage.

In addition, increasing globalization and the proliferation of AI-enabled solutions and applications creates opportunities we are poised to capitalize on.

Our people, process expertise and technology elevate client outcomes every day.

In 2024, we managed approximately 2.3 billion customer service interactions, captured and classified 10 billion documents and claims and supported millions of employees with human resource ("HR") services.

We serve a substantial portion of the public sector, providing market-leading government and transportation offerings that streamline enrollment and automate claims for government-funded programs such as Medicaid and accurately deliver benefits payments that residents depend on every day and seamlessly move travelers.

Our government portfolio includes government healthcare, eligibility and enrollment solutions, digital payments and child support payments, ensuring efficient Medicaid healthcare claims processing and delivery of benefits to the most vulnerable populations.

Our solutions help state agencies determine eligibility, streamline enrollment, adjudicate claims and meet modularity mandates for government-funded healthcare programs.

We also deliver government-distributed payments seamlessly and securely utilizing our proprietary software and expertise.

In 2024, we processed nearly 450 million Medicaid claims and disbursed approximately $85 billion in government benefit payments.

Our transportation portfolio includes public transit and road usage charging solutions that streamline operations, increase revenue and reduce congestion while enabling safer, more seamless travel with reduced environmental impact.

We help transportation agencies collect payments, manage operations, equipment and servicing, and enable digital transactions for transit and road usage charging globally, processing over 13 million tolling transactions every day while helping to reduce congestion.

With approximately 56,000 associates globally as of December 31, 2024, we are dedicated to our clients' success.

Each day, our people and our digital business solutions and services serve millions of end users on behalf of our clients.

Of our global team, 41% is in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America, the Caribbean, and Europe.

We continue to be recognized for our commitment to fostering a culture of belonging and respect for diversity, equity and inclusion.

Of our global team, nearly 40% is in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America, the Caribbean and Europe.

We continue to be recognized for our commitment to fostering a culture of belonging and inclusion.

CNDT 2024 Annual Report

In line with our strategic initiatives, as discussed in Part II, Item 8, Note 4 – Divestitures and Assets/Liabilities Held for Sale of this Form 10-K, we transferred or sold certain portfolios and businesses in 2024.

These include our BenefitWallet health savings account and medical savings account portfolio (collectively, the "BenefitWallet Portfolio"), our Curbside Management and Public Safety Solutions businesses and our Casualty Claims Solutions business.

Our Strategic Focus

Our aim is to be the technology-led business solutions 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 them.

To achieve this, we focus on delivering outcomes across three critical dimensions:

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We have identified specific execution strategies and key performance indicators across Growth, Efficiency and Quality.

CNDT 2023 Annual Report

Our opportunity for growth stems from understanding our clients’ businesses and driving valuable outcomes for our clients to help them reduce costs, improve efficiencies and elevate customer experiences.

Our opportunity for growth stems from understanding our clients’ businesses and driving valuable outcomes to help them reduce costs, improve efficiencies and elevate customer experiences.

To capitalize on growth opportunities, we remain focused on several key strategies:

• Sales Performance Optimization :

We continue to optimize sales training, processes and account management to strengthen client and prospect relationships to gain more selling opportunities both with new clients as well as greater share of wallet with existing clients, expanding new logo sales significantly year over year including a large transportation win in Australia.

Our team’s talent and dedication has resulted in Conduent serving 47 states, many of the Fortune 100 companies, and other leading companies, including:

We continue to optimize sales training, talent, processes and account management to strengthen client and prospect relationships to gain more selling opportunities both with new clients as well as greater share of wallet with existing clients.

Our team’s talent and dedication has resulted in Conduent serving 48 states, nearly half of the Fortune 100 companies and other leading companies, including:

• 9 of the top 10 U.S.

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• Offering Development :

We continue to augment our portfolio of services and solutions with innovative technology capabilities, including cloud, data analytics, automation tools, AI and machine learning capabilities to create differentiated, high-value solutions for our clients and to enable greater penetration of attractive market segments.

In 2023, in response to our continued commitment to quality and efficiency, our clients have renewed contracts with us and given us more business in adjacent service lines, and we’ve gained new clients.

We measure success in “Growth” through revenue retention and new business signings, among other metrics.

We continue to identify ways to reduce costs and deliver solutions more efficiently.

We continue to augment our portfolio of services and solutions with innovative technology capabilities, including cloud, data analytics, automation tools, generative AI ("GenAI")/ AI, digital payments and machine learning capabilities to create differentiated, high-value solutions for our clients, operate efficiently and enable greater penetration of attractive market segments.

In 2024, our existing clients renewed contracts with us and gave us more business in adjacent service lines and we also gained new clients.

We measure success in “Growth” through revenue retention, our net Annual Recurring Revenue ("ARR") activity metric and new business signings, among other metrics.

We continue to identify ways to reduce costs and create new efficiencies.

We have simplified and standardized our operating model by removing redundant management layers and applying processes that enable faster decision-making and greater transparency and accountability.

In addition, we aim to achieve additional efficiencies through the following strategies:

• Automation :

We will continue to invest in embedding intelligent process automation and artificial intelligence into existing operations, including automated document management and customer experience.

• AI and Automation :

We will continue to invest in embedding GenAI/AI and intelligent process automation into existing operations, including automated document management, fraud prevention and detection, claims adjudication and customer experience.

Our automation tools increase productivity through advanced data extraction and handling of structured and unstructured data, improve workflow efficiency through business rules and task automation and increase operational accuracy through predictive analytics.

• Technology Consolidation :

We have identified and are rationalizing redundant technology systems across our lines of business.

By centralizing technology systems to drive economies of scale, we amplify the impact of investments, and support consistent, resilient, and stable service delivery.

In 2024, we launched a dedicated GenAI program with over 20 prioritized use cases to help drive quality, efficiency and faster cycle times in our clients' operations, as well as formed a GenAI innovation initiative with Microsoft.

• Delivery Optimization :

We continue to drive efficiencies by delivering common processes with a shared services model that enables economies of scale while also creating more accountability for client performance.

We drive progress through continuous process improvement, and capitalizing on a range of staffing models, including flexible work from home and hybrid work, and by optimizing our geographic footprint.

We continue to respond with agility to clients’ shifting needs and our Net Promoter Score ("NPS") has increased by nearly 30 points since becoming Conduent in 2017.

We continue to operate more efficiently through common processes with a shared services model that enables economies of scale and creates greater accountability for client performance.

We drive progress through continuous process improvement and capitalizing on a range of staffing models, including flexible work from home and hybrid work and optimizing our geographic footprint.

CNDT 2024 Annual Report

We continue to respond with agility to clients’ shifting needs as reflected in our Net Promoter Score ("NPS"), which has increased by 38 points since becoming Conduent in 2017.

In addition, for our top 20 clients, the average tenure is 20 years of partnership, including the period before becoming Conduent.

We measure success in Efficiency through associate retention and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") margin, among other metrics.

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• Proactive, Real-time Monitoring of Applications and Service Performance :

We continue to invest in artificial intelligence and machine learning technologies to proactively monitor and prevent incidents.

Through our state-of-the-art global IT command center in Sandy, Utah - which delivers seamless and reliable service to our global clients - we continued to increase system uptime and availability in 2023.

CNDT 2023 Annual Report

We continue to invest in AI and machine learning technologies to proactively monitor and prevent incidents.

• Data Center Optimization :

We have systematically consolidated the majority of our technology infrastructure leading to increased processing speeds, redundancy and stability, and improved performance for our clients.

We expect to complete this work in 2024.

We have systematically consolidated the majority of our technology infrastructure into two primary data centers leading to increased processing speeds, redundancy and stability, and improved performance for our clients.

• Improve End-User Experience :

We are enhancing both user interfaces and user experiences across our offerings by expanding self-service tools and mobile apps, and by leveraging deeper user insights through analytics.

Our focus on quality has resulted in continued client confidence and satisfaction which is reflected in our Net Promoter Score improvement.

We are enhancing both user interfaces and experiences across our offerings by expanding self-service tools, AI-powered virtual assistants and mobile apps and by leveraging deeper user insights through analytics.

Our focus on quality has resulted in continued client confidence and satisfaction which is reflected in our Net Promoter Score improvement as well as improved client retention rates.

We measure “Quality” by service level agreement performance, system availability, technology incident rates and client satisfaction.

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Our internal investments to support our business goals and client needs fall 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.

• Opportunities to optimize, where we have significant scale and where we believe that with process improvements, automation and 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.

• Opportunities to enhance, where we have strong client relationships, a long history of expertise in that market and legacy technology that needs to be refreshed or modernized.

• Opportunities to expand, where we believe we can compete successfully, and we see the return on investment as more significant than in other businesses.

These businesses, augmented with new capabilities and geographic expansion, and with the opportunity to be supplemented by modest acquisitions, will address market dynamics and provide additional growth opportunities.

These businesses, augmented with new capabilities and geographic expansion, will address market dynamics and provide additional growth opportunities.

Our Market Opportunity

We operate in markets with compelling growth opportunities, including healthcare, transportation and customer experience management.

We operate in markets with compelling growth opportunities, including Business Process as a Service, transportation, payments and customer experience management, as well as in many industries, including healthcare and financial services.

We estimate our addressable market size in the global business process services industry to be $210 billion in 2024, according to third-party industry reports.

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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.

Consumers and constituents of the businesses and governments we serve are demanding the efficiency and personalization of modern digital experiences.

Our digital business process solutions and services drive performance and value for both businesses and governments while providing exceptional customer experiences for their end users.

We have developed a strong leadership position in the markets that we operate in, with increased recognition across multiple stakeholders, as demonstrated by recognition from industry resources.

Increasing globalization has also required many companies to optimize cost structures and engage AI-enabled business process solutions to retain competitiveness.

Conduent is unique in that we have solutions that span the end-to-end value chains of our clients.

This means that our clients can partner with us to support more of their business processes than other providers.

We are recognized by independent industry analysts as a leader for many of these solutions.

CNDT 2024 Annual Report

• Industry Analyst Accolades:

• NelsonHall Next Generation Benefits Administration NEAT – Leader

• NelsonHall Multi-Process HR Transformation NEAT 2024 – Leader

(Focus Areas:

Overall, Digital, H&W, Marketplace and TBO)

• ISG Provider Lens Contact Center - Customer Experience Services US 2023 – Leader

Overall, Efficiency, North America, Europe, Multi-Country, Large Enterprise)

• ISG Provider Lens Contact Center - Customer Experience Services US and Europe 2024 – Leader

(Focus Areas:

AI & Analytics, Digital Operations, Social Media Services, Work from Home)

• ISG Provider Lens Finance and Accounting Outsourcing Services Global 2023 - Rising Star in Procure to Pay (P2P)

• Everest Group Healthcare Payer Operations PEAK Matrix Assessment 2023 – Leader

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Digital Operations, Intelligent Agent Experience, Intelligent CX (AI & Analytics);

also a Leader in Digital Operations (Global)

• NelsonHall Healthcare Payer Operations Transformation NEAT 2024 – Leader

(Focus Areas:

Overall, Care Management & Wellness Services, Care Management Suitability, Claims Management Administration, Member Engagement Services & Enrollment, Provider Management Administration & Network Management)

• Market Position:

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We organize, manage and report our business through three reportable segments:

Our Commercial segment provides business process services and customized solutions to clients in a variety of commercial industries.

Our Commercial segment provides business process services that span our clients’ business processes end-to-end from the front-office to the back-office for a variety of commercial industries.

These solutions are both cross-industry and industry-specific in nature.

Across the Commercial 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 segment is our largest segment, with segment revenue for 2023 of $1,932 million, representing 51.9% of our total revenues.

Our Government segment provides government-centric business process services to U.S.

federal, state, local and foreign governments for public assistance, healthcare programs and administration, transaction processing and payment services.

Our solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

Our Government segment revenue for 2023 was $1,094 million, representing 29.4% of our total revenues.

Our Commercial segment is our largest segment, with segment revenue for 2024 of $1,606 million, representing 50.6% of our total revenues excluding divestitures.

Our Government segment provides government-centric services and solutions to U.S.

federal, state, local and foreign governments for public assistance, healthcare programs and administration, transaction processing, payment services and case management.

In this segment, we help governments respond to changing rules for eligibility and increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and shift in response to an evolving regulatory environment.

Our Government segment revenue for 2024 was $984 million, representing 31.0% of our total revenues excluding divestitures.

Transportation:

Our Transportation segment provides systems, support and revenue-generating solutions to government transportation agency clients.

We deliver mission-critical public safety, mobility and digital payment solutions that streamline operations, increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers while reducing impact on the environment.

Transportation segment revenue for 2023 was $696 million, representing 18.7% of our total revenues.

We deliver mission-critical tolling, transit and digital payment solutions that streamline operations, increase revenue and reduce congestion while creating safe, seamless experiences for travelers.

We help transportation agencies contend with rising urbanization and mobility, the need for system efficiency and an increased focus on transportation infrastructure.

Transportation segment revenue for 2024 was $586 million, representing 18.4% of our total revenues excluding divestitures.

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.

CNDT 2024 Annual Report

Our Service Offerings

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• Customer Experience Management

• We deliver a full range of omni-channel customer contact services and customer communications, including customer care, technical support, loyalty management, and outbound and inbound sales.

• We deliver a full range of customer contact services and customer communications, including customer care, technical support, loyalty management and outbound and inbound sales, handling many complex interactions and representing the brands of our client.

We create better experiences across the customer lifecycle through a variety of channels including social media, chat, email, voice and virtual agent to help customers where and how they want to engage.

Through omni-channel communications, automation and analytics, as well as 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 and life sciences, logistics, retail, technology and telecom, travel, and hospitality sectors.

We serve marquee clients across multiple sectors including financial services, health and life sciences, logistics, retail, technology and telecom, travel and hospitality sectors, helping to resolve complex issues for the customers with empathy and effectiveness.

The CXM business generally generates income on a per call, per agent, or per percentage of sales made basis.

• Business Operations Solutions

• In our BOS business, we help our clients transform business processes and drive efficiency, automation and scale across essential business functions.

We streamline mission-critical operations through our deep industry experience, understanding of our clients’ operations and the latest technology solutions, to reduce costs, improve security, performance and accuracy and enable revenue growth, while enhancing the end-user experience.

• In our BOS business, we help our clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

We streamline client operations through our deep industry experience, understanding of our clients’ needs and the latest technology solutions to reduce costs, improve security, performance and accuracy, and enable revenue growth while enhancing the end-user experience.

Our portfolio of solutions spans automated document and data management, payments processing, finance, accounting and procurement, and financial industry solutions.

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Our pricing can also be based on achieving specific outcomes for services rendered.

CNDT 2023 Annual Report

• Healthcare Claims and Administration Solutions

• On behalf of the healthcare and casualty insurance industries, we deliver administration, clinical support, bill review and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experiences for members and patients.

• On behalf of the healthcare industry, we deliver administration, clinical support, claims management and patient assistance solutions across the healthcare ecosystem to reduce costs, increase compliance and enhance utilization, while improving outcomes and experiences for members and patients.

Our solutions span:

trials, sales, access, and adherence for pharmaceutical clients;

medical bill review, claims processing, care integration, subrogation and payment integrity solutions for managed care companies;

and workers compensation medical bill review, intake mailroom/data capture and medical management services for 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.

clinical trials, sales, access and adherence for pharmaceutical clients;

claims processing, care integration, subrogation and payment integrity solutions for managed care companies;

and intake mailroom/data capture and medical management services for claims payers and third-party administrators.

Through our solutions provided to pharmaceutical clients, we generate revenue either based on a per employee, per transaction or a per resource per hour 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.

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• We provide services to support our clients' employees at all stages of their employment from on-boarding through retirement.

Our solutions span Benefits Administration Solutions, Human Resources ("HR") and Payroll Solutions, Health Savings Accounts Solutions and Learning Solutions.

On behalf of global organizations and governments, we deliver mission-critical, technology-led 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 help empower millions of employees and span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, HR, talent, and workforce management.

Our solutions span Benefits Administration, Human Resources ("HR") and Payroll, and Learning.

On behalf of global organizations and governments, we deliver technology-led 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 help empower millions of employees and span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, pensions administration, HR, talent, and workforce management.

• Depending on the solution, we generate revenue in a variety of ways.

• Within our Benefits Solutions, we principally generate revenue based on the number of employees and retirees we support, as well as transactions generated by client life events such as qualified domestic relations orders, Consolidated Omnibus Budget Reconciliation Act ("COBRA") and Affordable Care Act ("ACA") administration, which are charged on a per transaction basis.

Within our Benefits Solutions, we

CNDT 2024 Annual Report

principally generate revenue based on the number of employees and retirees we support, as well as transactions generated by client life events such as qualified domestic relations orders, Consolidated Omnibus Budget Reconciliation Act ("COBRA") and Affordable Care Act ("ACA") administration, which are charged on a per transaction basis.

Within our HR and Payroll Solutions, we generate revenue principally per client’s employee per period (month / year) pricing, with tiers to address periodic variations in client employee headcount.

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• Government Healthcare Solutions

• We provide mission-critical program administration solutions for government healthcare programs with a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, customer contact services, application processing, premium billing, and case management solutions.

In 2023 alone, we processed 562 million claims.

Our cloud-based Medicaid Suite is a modular software as a service ("SaaS") solution for state Medicaid agencies to transform from a legacy Medicaid Management Information System ("MMIS") to a digital, interoperable, and scalable Medicaid Enterprise System.

Our case management solutions provide disease surveillance and outbreak management to make it easier to monitor, report and protect the health of communities globally.

and international governments depend on our disease surveillance and outbreak case management solution to track public health metrics, including COVID-19, vitals, and birth defects, provide contact tracing and understand outbreak dynamics.

• We provide program administration solutions for government healthcare programs with a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, customer contact services, application processing, premium billing and case management solutions.

In 2024 alone, we processed nearly 450 million claims.

Our cloud-native Conduent Medicaid Suite ("CMdS") is a modular software as a service ("SaaS") solution for state Medicaid agencies to transform from a legacy Medicaid Management Information System ("MMIS") to a digital, interoperable and scalable Medicaid Enterprise System.

Our case management and tracking solutions provide disease surveillance and outbreak management to make it easier to monitor, report and protect the health of communities globally.

and international governments depend on our disease surveillance and outbreak case management solution to track public health metrics, vitals and birth defects, provide contact tracing and understand outbreak dynamics.

These solutions 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

CNDT 2023 Annual Report

Healthcare Solutions business, our revenue is primarily fixed fee or variable price based on a per call, per interaction or per member basis.

Within the Government Healthcare Solutions business, our revenue is primarily fixed fee or variable price based on a per call, per interaction or per member basis.

• Government Service Solutions

• With $99 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs including Supplemental Nutrition Assistance Program ("SNAP"), formerly 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 37 states, including 24 Electronic Benefit Transfer ("EBT") programs, 13 EBT for WIC programs and 7 Electronic Child Care programs.

• With approximately $85 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs including benefit card programs and payment card programs.

Benefit card programs are closed-loop solutions that support Supplemental Nutrition Assistance Program ("SNAP"), Temporary Assistance for Needy Families ("TANF") and Women, Infants and Children ("WIC").

Payment card programs are open-loop solutions that support child support and Unemployment Insurance ("UI").

Closed-loop cards are limited to specific retailers (such as Food and Nutrition Service approved retailers), while open-loop cards can be used anywhere that accepts their card network (example MasterCard or Visa).

In addition, benefit card programs may only be used for specific, approved products such as food or baby formula, whereas payment card programs can be used for any type of purchase or cash benefit.

We deliver electronic payments for government services in 35 states, including 22 Electronic Benefit Transfer ("EBT") programs, 13 EBT for WIC programs and 6 Electronic Childcare programs.

In our closed-loop payments solution, we generate revenue based on the number of cases or number of card holders.

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Within child support solutions, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development of systems.

CNDT 2024 Annual Report

Transportation

On behalf of government agencies and transportation authorities around the world, we deliver solutions serving toll and fare collection, mobility and digital payments, violation and citation management, and photo enforcement that help streamline operations and increase revenue.

With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, enhance public safety, and create seamless travel experiences for consumers throughout transportation ecosystems.

On behalf of transportation authorities around the world, we deliver solutions to facilitate toll and fare collection, congestion and fleet management and digital payments that help streamline operations and increase revenue.

With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, while creating seamless experiences for travelers throughout transportation ecosystems.

• Road Usage Charging and Management Solutions

• Our electronic tolling, urban congestion management and mileage-based user solutions help our clients get travelers to where they need to go while generating revenue for infrastructure improvements.

• Our electronic tolling, urban congestion management and mileage-based user solutions help our clients accurately assess and collect payments millions of times every day to generate revenue for infrastructure improvements.

Our solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

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• For train, bus, subway, metro and other transit travelers, we help make journeys more personalized and convenient while increasing fare collection for authorities and agencies.

We combine fare collection and intelligent mobility to provide clients with the added efficiency of a single point of management for all transit solutions.

We combine fare collection, account-based ticketing and intelligent mobility to provide clients with the added efficiency of a single point of management for all 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 experiences for drivers.

Our curbside solutions include citation and permit administration, parking enforcement, and curbside demand management.

We generate revenue based on violations issued, payment processing transactions, collections activities or through a fixed fee for our services.

• 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

CNDT 2023 Annual Report

and communities safer.

Our photo enforcement systems include red light, fixed and mobile speed, school bus, work zone, school zone, bus lane, 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

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Leadership in attractive growth markets:

We are a leader in business process solutions that deliver 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 to drive customer satisfaction and loyalty.

We are a leader in business process solutions that deliver exceptional outcomes for our clients on an unparalleled scale.

Our clients continue to outsource key business processes to improve efficiency and to accelerate performance and digital transformation.

Additionally, clients are moving beyond services for back-office functions to drive customer/employee satisfaction and loyalty.

Conduent has a diverse portfolio of solutions that enable business processes end-to-end across our clients’ organizations.

This enables them to partner with us across more of their business functions to drive efficiency and better outcomes for their enterprises.

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 digital business solutions and services, we have reached significant scale in our interactions including:

These factors, along with clients and their customers demanding more personalized, seamless and secure solutions, position Conduent well to capture these opportunities.

Through our portfolio of digital business solutions and services, we have reached significant scale in our businesses including:

• Healthcare:

healthcare spending is expected to increase slightly as a percentage of GDP (from 18.3% of GDP in 2021 to 19.6% in 2031) and is projected to grow at an average rate of 5.4% per year between 2022-2031.

healthcare market is projected to grow at an average rate of 5.6% per year between 2023-2032.

We are widely recognized by industry analysts as a leader in healthcare payer operations, serving 9 of the top 10 U.S.

health plans and providing administrative and mission-critical program administration solutions for government healthcare programs in 35 states, the District of Columbia, and a federal program (U.S.

Department of Labor), which includes nearly 119 million recipients supported.

health plans and providing administrative and mission-critical program administration solutions for government healthcare programs serving 119 million recipients in 34 states and the District of Columbia.

Conduent’s healthcare capabilities have been recognized by NelsonHall and Everest Group.

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As a result, optimized transportation systems are becoming critical to increase efficiency while maintaining strict safety requirements.

Electronic toll collection and public transit represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure.

Electronic toll collection and public transit represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure, and we process over 13 million tolling transactions every day.

CNDT 2024 Annual Report

• 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 5.4 billion documents captured, indexed and classified annually.

We provide high volume print and mail services, enrollment processing and personalized communications to large corporations and are a leading provider in this market with more than 10 billion documents captured, indexed and classified annually.

Global delivery expertise:

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This global delivery model allows us to leverage lower-cost production locations, consistent methodologies and processes, time zone advantages and business continuity plans.

As of December 31, 2023, 47% of our employees were located in high-cost countries and 53% were located in low-cost countries.

As of December 31, 2024, 44% of our employees were in high-cost countries and 56% were in low-cost countries.

Differentiated technology-led suite of multi-industry solutions:

Through dedicated people, process expertise and technology, such as analytics and automation, Conduent solutions and services create value for our clients by creating efficiencies, improving experiences, reducing costs and enabling revenue growth while better serving millions of end customers that depend on us.

We deliver performance by optimizing processes to be more efficient, flexible and secure.

Through dedicated people, process expertise and technology, such as analytics and automation, Conduent solutions and services create value across multiple industries by creating efficiencies, improving experiences, reducing costs and enabling revenue growth while better serving millions of end users that depend on us.

By understanding our clients' businesses, we deliver performance by optimizing processes to be more efficient, flexible and secure, and our innovative, tech-led solutions are highly configurable to meet our clients' needs.

We deliver value by driving valuable outcomes and reducing costs at scale.

We enhance the customer experience by improving experiences, engagement and loyalty of end users.

We enhance customer experience by improving experiences, engagement and loyalty of end users.

Recurring revenue model supported by a loyal, diverse client base:

We have a broad and diverse base of clients across geographies and industries, including many Fortune 100 companies, midsize businesses and governmental entities.

Our clients are increasingly satisfied as evidenced by our NPS that has increased by nearly 30 points since becoming Conduent in 2017.

Our close client relationships and successful client execution support our stable recurring revenue model and high renewal rates.

CNDT 2023 Annual Report

We have a broad and diverse base of clients across multiple geographies and industries, including nearly half of the Fortune 100 companies, midsize businesses and governmental entities.

Our clients are increasingly satisfied as evidenced by our NPS that has increased by 38 points since becoming Conduent.

Our strong client relationships and successful client execution support our stable recurring revenue model and high renewal rates.

Although we encounter competition in all areas of our portfolio, we are a leader in many categories.

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Our competitors range from large international companies to relatively small firms.

Many of our competitors specialize in certain areas but none compete across all the same segments in our total portfolio.

Many of our competitors specialize in certain areas but none compete across all the same segments in our total portfolio which enables us to serve our clients end-to-end across their enterprises.

Our competitors include:

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Federal-focused government services providers such as Leidos;

• Transportation multi-nationals such as TransCore, Thales, Cubic and Verra Mobility;

• Transportation multi-nationals such as TransCore, Thales, Cubic and INIT;

• 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 tailor our standard solutions to meet their unique needs.

Our clients include small and large commercial businesses across many industries, as well as public sector agencies and enterprises.

Our solutions help solve clients' business issues and help them achieve their desired business outcomes.

We market and sell our solutions and services to both potential and existing clients through our global sales and business development teams.

Additionally, we have dedicated account managers and solution architects who work with clients to better understand their business requirements and tailor our standard solutions to meet their unique needs.

Our solutions 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.

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We maintain strong relationships with our clients from initial engagement to implementation and on-going service delivery.

CNDT 2024 Annual Report

Intellectual Property

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patents and have 14 pending applications.

Our patent portfolio evolves as new patents are awarded to us and as older patents expire.

Our patent portfolio evolves as new applications are filed, patents are awarded to us and as older patents expire.

These patents expire at various dates, generally 20 years from their original filing dates.

Additionally, approximately 140 U.S.

patents and applications were included with assets divested with the public safety business.

While we believe that our portfolio of patents and applications has value, in general, no single patent is essential to our business or to any individual segment of our business.

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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 55 registered trademarks, with two pending, reflecting the many businesses we participate in.

With respect to externally sourced software, we rely on contracts assuring our continued access for our business use.

In the United States, we own 38 registered trademarks, with 4 pending, 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.

Additionally, some trademarks were included with assets divested during the year.

We vigorously enforce and protect our trademarks.

CNDT 2023 Annual Report

People and Culture

The skills, expertise and experience of our talented and diverse global workforce allow us to deliver mission-critical services and solutions that drive exceptional client outcomes.

As of December 31, 2023, we had approximately 59,000 associates in 26 countries working towards a common vision and purpose, with 41% located in North America and the remainder located primarily in Asia Pacific, Latin America and the Caribbean, and Europe.

As of December 31, 2024, we had approximately 56,000 associates in 24 countries working towards a common vision and purpose, with approximately 40% located in North America and the remainder located primarily in Asia Pacific, Latin America and the Caribbean and Europe.

Our three reportable segments, Commercial, Government and Transportation, house most of our associates with approximately 40,600, 5,300 and 3,400 associates, respectively.

Conduent Diversity, Equity & Inclusion ("DE&I")

At Conduent, we work to build a culture where individuality is noticed and valued, and associates feel like they belong and can bring their authentic selves to work.

We’re on a journey to create an equitable and inclusive workplace where everyone, regardless of their differences, has an equal opportunity to thrive, do work that fulfills them, and contribute their strengths.

Conduent Culture

At Conduent, we work to build a culture where individuality is noticed and valued, and all associates feel like they belong and can bring their authentic selves to work.

We continue to support an open and inclusive workplace where everyone, regardless of their differences, has an equal opportunity to thrive, do work that fulfills them and contribute their strengths.

This commitment is essential to our business strategy, fuels our work for clients and carries forward to their millions of end-users who interact with us every day.

Within our One Team, One Mission culture, diversity makes us stronger.

Our three DE&I strategic pillars to Enrich Diversity, Elevate Equity, and Empower Inclusion provide focus for our annual priorities and initiatives.

Our eight Employee Impact Groups ("EIGs") play a vital role in creating an environment of belonging and inclusion through year-round activities that advance culture and professional development, create a sense of community, and impact business outcomes.

As part of our focus on DE&I awareness and education in 2023, we delivered extensive training on "inclusive leadership" and hosted panel discussions with our leadership team members on a range of DE&I topics.

We continue to advance our efforts towards embedding DE&I in our talent management and recruiting practices and are proud to have received several global and regional workplace culture and diversity awards, including:

As part of our focus on creating an inclusive culture, in 2024, we delivered learning on "inclusive leadership" and hosted panel discussions with our leadership team members on a range of topics such as belonging, trust, psychological safety and mental health.

We continue to advance our efforts to attract, retain and develop a diverse and engaged workforce and are proud to have received several global and regional workplace culture awards, including:

• Top 100 Global Most Loved Workplaces (Newsweek:

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• Corporate Equality Index top ranking (Human Rights Campaign:

2024, 2023, 2022)

• Top Employer for LGBT+ Inclusion in India (IWEI:

2024, 2023, 2022)

• LGBTQ+ Best Places to Work in Mexico (Human Rights Campaign Equidad MX:

2024, 2023,2022)

CNDT 2024 Annual Report

• Best Place to Work for Disability Inclusion (Disability Equality Index:

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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 themes.

We continue to invest in new, cutting-edge learning platforms to elevate their learning experience.

As a result, we have been successful in building a culture of continuous learning, with employees taking charge of their learning and development.

In addition to our digital platforms, employees are also provided job-specific technical training when they are onboarded and during their professional journey as required.

In addition to our digital platforms, employees are also provided job-specific technical training when they are onboarded and as required during their professional journey.

Furthermore, we launched a new, blended learning and development program for people managers in 2024.

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We also ensure that our associates complete regulatory and compliance training on topics required based on their role and geography.

CNDT 2023 Annual Report

Associate Engagement

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Our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board;

our principal executive officer and principal financial and accounting officer, among others, must act in accordance with our Finance Code of Conduct;

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.

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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.

Securities and Exchange Commission ("SEC") and Nasdaq Global Select Market ("Nasdaq") rules.

CNDT 2024 Annual Report

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.

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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 are found on the Investors section of our website.

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.

Our Corporate Social Responsibility Report can also be found in the Investors section of our website.

We make these documents available free of charge on our website as soon as reasonably practicable after we have filed them with, or furnished them to, the SEC.

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.

CNDT 2023 Annual Report

Information about our Executive Officers

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Name Age Present Position Year Appointed to Present Position Conduent Officer Since

Clifford Skelton* 68 President and Chief Executive Officer 2019 2019

Louis Keyes 56 Executive Vice President, Chief Revenue Officer 2023 2020

Randall King 58 Executive Vice President, Commercial Solutions 2022 2022

Clifford Skelton (1)

69 President and Chief Executive Officer 2019 2019

George Abate (2)

63 Vice President, Chief Accounting Officer 2024 2024

Adam Appleby (2)

50 Executive Vice President, Public Sector Solutions 2024 2024

Mike McDaniel (2)

55 Executive Vice President, Commercial Solutions 2024 2024

Michael Krawitz 55 Executive Vice President, General Counsel and Secretary 2019 2019

Mark Prout 60 Executive Vice President, Chief Information Officer 2019 2020

Stephen Wood 57 Executive Vice President, Chief Financial Officer 2021 2020

Mark Prout 61 Executive Vice President, Chief Information & Technology Officer 2019 2020

Stephen Wood (2)

58 Executive Vice President, Chief Financial Officer 2021 2020

_____________________________

(1) Member of Conduent Board of Directors

Each of the officers named above has been an officer or an executive of Conduent or its subsidiaries for less than five years.

(2) Officer or executive officer of Conduent or its subsidiaries for less than five years

As of February 19, 2025, there are no family relationships among any of the executive officers named above and any of our directors.

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Kennedy School of Government.

Keyes joined Conduent as Global Head of Sales in September 2019.

He was appointed Executive Vice President, Chief Revenue Officer in December 2020, appointed Executive Vice President, Transportation Solutions in August 2022 and again appointed to Executive Vice President, Chief Revenue Officer in December 2023.

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.

Keyes has also held senior executive leadership roles at Hewlett-Packard Enterprise Services and Electronic Data Systems Corporation.

Keyes earned his Bachelor of Arts degree from the University of Texas at Dallas.

King joined Conduent in May 2020 as Global Head, End User Experience.

He was appointed Executive Vice President, Commercial Solutions in August 2022.

King has responsibility for our commercial solutions portfolio.

Prior to joining Conduent he worked for Bank of America, where he served as Senior Vice President for Consumer and Wealth Management, as part of the bank’s Global Business Services organization.

King earned his Bachelor of Science degree in Economics at North Carolina State University and completed the Operations Leadership Program at the University of Michigan’s Stephen M.

Ross School of Business.

Abate was appointed Vice President – Chief Accounting Officer and Principal Accounting Officer in August 2024.

In his current role, Mr.

Abate oversees the Company’s accounting matters.

He has held various accounting leadership roles of increasing responsibility at Conduent since 2017 and prior to that at Xerox Corporation.

Abate began his accounting career in the Assurance Practice of KPMG, LLP.

Abate holds a Bachelor of Science in Accounting from Fairfield University.

CNDT 2024 Annual Report

Appleby joined Conduent as Chief Operating Officer – Commercial Solutions in August 2020.

He was Chief Operating Officer – Transportation Solutions from October 2022 until August 2023 and President – Transportation Solutions from August 2023 to July 2024.

He was appointed to his current position as Executive Vice President, Public Sector Solutions in July 2024.

In this role, Mr.

Appleby oversees the Company’s portfolio of Public Sector Solutions including Government Healthcare Solutions and Government Services Solutions in the Government segment, as well as Road Usage Charging Solutions, Transit Solutions and Commercial Vehicles in the Transportation segment.

Prior to joining Conduent, Mr.

Appleby was SVP, Client Operation, Credit Union Solutions at Fiserv from September 2018 until August 2020.

Appleby earned his Bachelor of Science degree in Environmental Science and Systems Engineering from the U.S.

Military Academy at West Point and he completed Leadership Development Programs at GE, Bank of America, Ally Financial and Fiserv.

Krawitz has served as Executive Vice President, General Counsel and Secretary since November 2019.

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Krawitz began his career at Fried Frank and earned his Bachelor of Arts in Economics and in Government from Cornell University and his Juris Doctor from Harvard Law School.

CNDT 2023 Annual Report

McDaniel joined Conduent in July 2024 as Executive Vice President, Commercial Solutions and has responsibility for our commercial solutions portfolio, including Customer Experience Management, Business Operations Solutions, Healthcare Claims and Administration and Human Capital Solutions.

Prior to Conduent, Mr.

McDaniel spent four years at DXC Technology (August 2020 – June 2024) where he was the President of Modern Workplace, managing infrastructure for 7M devices worldwide.

Before joining DXC, Mr.

McDaniel spent 15 years at Accenture (February 2006 – July 2020) as a Senior Management Director in their Operations Business managing many different aspects of their global BPO business.

McDaniel holds an MBA from Bowling Green State University and a Bachelor of Science degree in mechanical engineering from the University of Toledo.

He chairs the Board of Directors for the Valley of the Sun YMCA, ICAN which is a free, out-of-school time program that serves at-risk youth in the greater Phoenix area, and the Paul J.

Hooker Center for Entrepreneurial Leadership at Bowling Green State University.

Prout joined Conduent as Head of Information Technology in June of 2019.

He was appointed Executive Vice President, Chief Information Officer in September 2019.

He was appointed Executive Vice President, Chief Information & Technology 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.

Prout served as Chief Technology Officer of Fiserv, as well as held several IT leadership positions at Fiserv.

Prior to Fiserv, he served as CIO of Cendian Corporation.

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Wood has served as the Chief Financial Officer of Conduent since June 2021.

He served in his previous role as Conduent’s Corporate Controller from August 2020 until June 2021 and was designated as its Principal Accounting Officer effective December 2020.

He served in his previous role as Conduent’s Corporate Controller from August 2020 until June 2021 and served as its Principal Accounting Officer from December 2020 to August 2024.

Prior to joining Conduent, Mr.

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From March 2009 to December 2016, he served as Vice President & Controller over several different operating groups, and from January 2005 to March 2009, he led International Finance & Accounting operations.

Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School and a Bachelor of Science from the University of Birmingham in the United Kingdom.

Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School and earned his Bachelor of Science from the University of Birmingham in the United Kingdom.

CNDT 2024 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business