What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 190 added, 258 removed, 409 unchanged (52% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data) 2025 2024

7 unchanged sentences

Interest expense 12 27

Goodwill impairment — 287 — 287

(Gain) loss on divestitures and transaction costs, net 3 ( 161 )

14 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

11 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands) September 30, 2024 December 31, 2023

(in millions, except share data in thousands) March 31, 2025 December 31, 2024

Cash and cash equivalents $ 277 $ 366

Accounts receivable, net 480 493

Assets held for sale — 180

Contract assets 131 132

12 unchanged sentences

Unearned income 83 103

Liabilities held for sale — 58

Other current liabilities 294 290

24 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2025 2024

5 unchanged sentences

Deferred income taxes ( 8 ) 13

Goodwill impairment — 287

Amortization of debt financing costs — 1

21 unchanged sentences

Dividends paid on preferred stock ( 2 ) ( 2 )

Contribution from noncontrolling interest — 3

Net cash provided by (used in) financing activities ( 10 ) ( 199 )

3 unchanged sentences

Cash, Cash Equivalents and Restricted Cash at End of period (1)

(1) Includes $ 11 million and $ 4 million of restricted cash as of September 30, 2024 and 2023, respectively, that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

(1) Includes $ 16 million and $ 9 million of restricted cash as of March 31, 2025 and 2024, respectively, that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

Three Months Ended September 30, 2024

(in millions) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

Non-controlling Interest Shareholders'

Balance at June 30, 2024 $ 2 $ ( 196 ) $ 3,947 $ ( 2,539 ) $ ( 463 ) $ 4 $ 755

Dividends - preferred stock, $ 20 /share

— — — ( 2 ) — — ( 2 )

Stock incentive plans, net — — 5 — — — 5

Treasury stock purchases — ( 14 ) — — — ( 14 )

Contribution from noncontrolling interest — — — — — — —

Comprehensive Income (Loss):

Net Income (Loss) — — — 123 — — 123

Other comprehensive income (loss), net — — — — 14 — 14

Total Comprehensive Income (Loss), Net — — — 123 14 — 137

Balance at September 30, 2024 $ 2 $ ( 210 ) $ 3,952 $ ( 2,418 ) $ ( 449 ) $ 4 $ 881

Three Months Ended September 30, 2023

(in millions) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

Non-controlling Interest Shareholders'

Balance at June 30, 2023 $ 2 $ ( 1 ) $ 3,931 $ ( 2,561 ) $ ( 444 ) $ — $ 927

Dividends - preferred stock, $ 20 /share

— — — ( 2 ) — — ( 2 )

Stock incentive plans, net — — 6 — — — 6

Treasury stock purchases — ( 6 ) — — — — ( 6 )

Contribution from noncontrolling interest — — — — — 3 3

Comprehensive Income (Loss):

Net Income (Loss) — — — ( 289 ) — — ( 289 )

Other comprehensive income (loss), net — — — — ( 19 ) — ( 19 )

Total Comprehensive Income (Loss), Net — — — ( 289 ) ( 19 ) — ( 308 )

Balance at September 30, 2023 $ 2 $ ( 7 ) $ 3,937 $ ( 2,852 ) $ ( 463 ) $ 3 $ 620

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in millions) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

5 unchanged sentences

Treasury stock purchases — — — — — —

Contribution from noncontrolling interest — — — — — — —

Comprehensive Income (Loss):

2 unchanged sentences

Total Comprehensive Income (Loss), Net — — — ( 51 ) 11 — ( 40 )

Balance at September 30, 2024 $ 2 $ ( 210 ) $ 3,952 $ ( 2,418 ) $ ( 449 ) $ 4 $ 881

Nine Months Ended September 30, 2023

Balance at March 31, 2025 $ 2 $ ( 210 ) $ 3,955 $ ( 2,486 ) $ ( 461 ) $ 4 $ 804

Three Months Ended March 31, 2024

(in millions) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1)

5 unchanged sentences

Treasury stock purchases — ( 17 ) — — — — ( 17 )

Contribution from noncontrolling interest — — — — — 3 3

Comprehensive Income (Loss):

2 unchanged sentences

Total Comprehensive Income (Loss), Net — — — 99 ( 11 ) — 88

Balance at September 30, 2023 $ 2 $ ( 7 ) $ 3,937 $ ( 2,852 ) $ ( 463 ) $ 3 $ 620

Balance at March 31, 2024 $ 2 $ ( 44 ) $ 3,941 $ ( 2,752 ) $ ( 446 ) $ 4 $ 705

(1) AOCL - Accumulated other comprehensive loss.

7 unchanged sentences

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

The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions.

Through a dedicated global team of approximately 55,000 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.

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

Through a dedicated global team of approximately 53,000 associates, as well as 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.

Basis of Presentation

9 unchanged sentences

These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In the first quarter of 2023, the Company identified an error and recorded an out-of-period adjustment to correct the recognition of revenue on a Government segment contract that originated in 2020 and impacted all quarterly periods through December 31, 2022.

This adjustment resulted in a reduction to revenue and income (loss) before income taxes of $ 7 million and a corresponding decrease to accounts receivable of $ 1 million and an increase to other current liabilities of $ 6 million in the first quarter of 2023.

The Company evaluated the impact of the out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated financial statements and the adjustment was not material to the year ending December 31, 2023.

The Company has evaluated subsequent events through November 6, 2024, and no material subsequent events were identified.

Use of Estimates

7 unchanged sentences

During 2025, there have been no changes to the Company's significant accounting policies as described therein.

CNDT Q3 2024 Form 10-Q

Note 2 – Recent Accounting Pronouncements

New Accounting Standards Adopted

The Company has not adopted any new accounting standards in 2024 that had a material impact on its Consolidated Financial Statements.

New Accounting Standards To Be Adopted

Segment Reporting:

In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures.

This guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company is not early adopting this guidance.

The Company has gathered the data required to be disclosed upon adoption.

As the guidance is disclosure-related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

As the guidance is disclosure related, adoption did not have any impact on the Company's Condensed Consolidated Financial Statements.

The required additional disclosure is included in Note 4 – Segment Reporting.

CNDT Q1 2025 Form 10-Q

New Accounting Standards To Be Adopted

Income Taxes:

2 unchanged sentences

This guidance is effective for fiscal years beginning after December 15, 2024.

The Company is not early adopting this guidance.

The Company is currently in the process of gathering the data required to be disclosed upon adoption.

The required disclosure will be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements.

3 unchanged sentences

The Company is not early adopting this guidance.

The Company is currently evaluating the impact this guidance will have on its disclosures.

As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements.

Note 3 – Revenue

Disaggregation of Revenue

During the second quarter of 2024, revenue from the BenefitWallet Portfolio and the Curbside Management and Public Safety businesses were reclassified to the Divestitures segment from the Commercial and Transportation segments, respectively.

In addition, during the third quarter of 2024, revenue from the Casualty Claims Solutions business was reclassified to the Divestitures segment from the Commercial segment.

In 2024, revenue from the BenefitWallet Portfolio and the Casualty Claims Solutions business were reclassified to the Divestitures segment from the Commercial segment.

In addition, in 2024, revenue from the Curbside Management and Public Safety businesses was reclassified to the Divestitures segment from the Transportation segment.

All prior periods presented have been recast to reflect these changes.

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 segment.

Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments and Note 5 – Divestitures and Assets/Liabilities Held for Sale for additional information on the Company's divestitures.

During the first quarter of 2025, the Company updated the presentation of disaggregated revenue by major service offering within the Commercial segment.

This change had no impact on disaggregated revenue by reportable segment 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 and reportable segment and the timing of revenue recognition.

Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments and Note 5 – Divestitures for additional information on the Company's divestitures.

CNDT Q1 2025 Form 10-Q

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

Customer Experience Management $ 144 $ 151

Business operations solutions 131 126 400 388

Healthcare claims and administration solutions 53 49 162 155

Human capital solutions 75 78 225 239

BPaaS 117 126

Integrated Digital Solutions 141 142

Total Commercial 402 419

13 unchanged sentences

Total Revenue $ 751 $ 921

There have been no changes to the major service offerings within the Government and Transportation segments as disclosed in Note 2 - Revenue in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

As noted above, the Company has updated the presentation of its major service offerings within the Commercial segment.

These major service offerings are described as follows:

Customer Experience Management:

The Company delivers a full range of customer contact services including customer care, technical support, loyalty management, and outbound and inbound sales, handling many complex interactions and representing the brands of its clients.

The Company creates better experiences across the customer lifecycle through a variety of channels including 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, the Company helps its clients drive revenue growth, enable scale, and gain cost reductions and other operational efficiencies.

The Company serves marquee clients across multiple sectors, including the financial services, healthcare and life sciences, logistics, technology, telecom, travel and hospitality sectors, helping to resolve complex issues for their customers with empathy and effectiveness.

Business Process as a Service ("BPaaS"):

The Company helps its clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

The Company streamlines client operations through its deep industry experience, understanding of its 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.

The Company's portfolio of BPaaS solutions spans payment integrity, finance, accounting, and procurement, human capital, legal and compliance, and bank and lending.

Integrated Digital Solutions:

The Company drives efficiencies for clients with more digitized processes across the customer and document lifecycle through automation, data analytics and AI-powered solutions.

This helps to shorten time to decisions on items like claims and applications while lowering costs, reducing manual effort, improving data accuracy, providing omnichannel communications and enhancing the overall customer experience.

The Company's solutions span:

document and claims processing;

health plan administration;

scanning and digitization of mailrooms, data and documents;

omnichannel digital and physical communications, including print and mail and solutions focused specifically in the pharmaceutical and banking industries.

CNDT Q1 2025 Form 10-Q

Contract Balances

4 unchanged sentences

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) September 30, 2024 December 31, 2023

Contract Assets (Liabilities)

Current contract assets $ 152 $ 178

Long-term contract assets (1)

Current unearned income ( 115 ) ( 91 )

Long-term unearned income (2)

The following table provides information about significant movements in contract assets (current and long-term) for the three months ended March 31, 2025 and 2024:

(in millions) 2025 2024

Beginning balance $ 135 $ 190

Additional contract assets recognized 24 52

Billed and transferred to Accounts receivable and other ( 22 ) ( 68 )

Ending balance (1)

(1) Of which $ 6 million and $ 8 million are included in Other long-term assets as of March 31, 2025 and 2024, respectively.

The following table provides information about significant movements in unearned income balances (current and long-term) for the three months ended March 31, 2025 and 2024:

(in millions) 2025 2024

Beginning balance $ 155 $ 146

Additional deferral of income 39 75

Revenue recognized related to deferral of income (1)

( 63 ) ( 68 )

Net Contract Assets (Liabilities) $ ( 12 ) $ 44

Accounts receivable, net $ 528 $ 559

(1) Presented in Other long-term assets in the Condensed Consolidated Balance Sheets.

(2) Presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Revenues of $ 12 million and $ 81 million were recognized during the three and nine months ended September 30, 2024, respectively, related to the Company's unearned income at December 31, 2023.

Revenues of $ 8 million and $ 50 million were recognized during the three and nine months ended September 30, 2023, respectively, related to the Company's unearned income at December 31, 2022.

CNDT Q3 2024 Form 10-Q

The Company had no material asset impairment charges related to contract assets for the three and nine months ended September 30, 2024 or 2023.

Ending balance (2)

(1) Of which $ 52 million and $ 44 million were recognized during the three months ended March 31, 2025 and 2024, respectively, that related to the Company's unearned income as of December 31, 2024 and 2023, respectively.

(2) Of which $ 49 million and $ 58 million are included in Long-term unearned income as of March 31, 2025 and 2024, respectively.

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 September 30, 2024 was approximately $ 1.5 billion.

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at March 31, 2025 was approximately $ 1.4 billion.

The Company expects to recognize approximately 74 % of this revenue over the next two years and the remainder thereafter.

Note 4 – 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 the Company's Chief Operating Decision Maker (the "CODM").

The Company's segments involve the delivery of business process solutions on behalf of its clients to improve cost, performance, and end-user experiences.

As described in Note 5 – Divestitures and Assets/Liabilities Held for Sale, the Company transferred or sold certain businesses to third parties in 2024 including (i) the BenefitWallet Portfolio, (ii) the Curbside Management and Public Safety Solutions businesses, and (iii) the Casualty Claims Solutions business.

Accordingly, the results of these divested businesses, previously reported within the Commercial and Transportation segments, have been reclassified to the Divestitures segment.

All prior periods presented have been recast to reflect these changes.

The Company's financial performance is based on Segment Profit (Loss) for its three reportable segments (Commercial, Government and Transportation), Divestitures and Unallocated Costs.

Additionally, the Company's CODM does not evaluate operating segments using discrete asset information as a significant portion of the assets is managed at the total Company level.

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

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.

Divestitures includes the Company's BenefitWallet Portfolio for which the Company completed the transfer in the second quarter of 2024, its Curbside Management and Public Safety Solutions businesses which it sold in the second quarter of 2024 and its Casualty Claims business which it sold in the third quarter of 2024.

Refer to Note 5 – Divestitures for additional information.

The Company's CODM evaluates the Company's financial performance based on Segment profit (loss) for its three reportable segments - Commercial, Government and Transportation.

The Company's CODM uses Segment profit (loss) information to monitor budget versus actual results and then uses this information to help make informed decisions about future resource investment, potential restructuring of segments to enhance overall company performance, and future divestitures and acquisitions.

CNDT Q1 2025 Form 10-Q

The Company's CODM does not evaluate operating segments using discrete asset information as a significant portion of the assets is managed at the total company level.

• Commercial:

The Commercial segment provides business process services that span its clients' businesses 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, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enhance performance for the Company's clients and deliver better experiences for their consumers and employees.

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

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

The solutions in this segment help governments provide constituents access to and delivery of benefits, respond to changing rules for eligibility and keep pace with increasing citizen expectations.

• Government:

The Government segment provides government-centric business process 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, the Company helps governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and shift in response to an evolving regulatory environment.

• Transportation:

The Transportation segment provides systems, support, and revenue-generating solutions to government transportation agencies.

The Company delivers mission-critical mobility and digital payment solutions for public transit and road usage charging that streamline operations, increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers while reducing impact on the environment.

Divestitures includes the Company's BenefitWallet Portfolio, the transfer of which was completed in the second quarter of 2024, its Curbside Management and Public Safety Solutions businesses which it sold in the second quarter of 2024, and its Casualty Claims business, which it sold in the third quarter of 2024.

Refer to Note 5 – Divestitures and Assets/Liabilities Held for Sale for additional information.

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.

CNDT Q3 2024 Form 10-Q

Selected financial information for the Company's segments was as follows:

The Transportation segment provides government agencies and transportation authorities around the world with systems, support and revenue-generating solutions serving toll and fare collections as well as mobility and digital payments that help streamline operations and increase revenue to government transportation agencies.

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

Selected financial information for the Company's segments is as follows:

Three Months Ended

September 30,

(in millions) Commercial Government Transportation Divestitures Unallocated Costs Total

Revenue $ 385 $ 255 $ 141 $ 26 $ — $ 807

Segment profit (loss) $ 15 $ 50 $ ( 6 ) $ 3 $ ( 70 ) $ ( 8 )

Revenue $ 397 $ 290 $ 144 $ 101 $ — $ 932

Segment profit (loss) $ ( 19 ) $ 84 $ ( 5 ) $ 26 $ ( 75 ) $ 11

Nine Months Ended

September 30,

(in millions) Commercial Government Transportation Divestitures Unallocated Costs Total

Revenue $ 1,192 $ 758 $ 426 $ 180 $ — $ 2,556

(in millions) Commercial Government Transportation Total (1)

Segment revenue $ 402 $ 216 $ 133 $ 751

Wages and benefits $ 265 $ 99 $ 61 $ 425

Services and supplies 58 61 53 172

Rent lease and maintenance expense 39 17 11 67

Other operating expense — 1 2 3

Depreciation and amortization expense 24 10 8 42

Segment expenses $ 386 $ 188 $ 135 $ 709

Segment profit (loss) $ 16 $ 28 $ ( 2 ) $ 42

Revenue $ 1,245 $ 824 $ 400 $ 300 $ — $ 2,769

Segment revenue $ 419 $ 258 $ 144 $ 821

Wages and benefits $ 280 $ 108 $ 71 $ 459

Services and supplies 59 76 62 197

Rent lease and maintenance expense 34 17 10 61

Other operating expense 1 2 1 4

Depreciation and amortization expense 26 13 6 45

Segment expenses $ 400 $ 216 $ 150 $ 766

Segment profit (loss) $ 19 $ 42 $ ( 6 ) $ 55

(1) Total excludes Divestitures and Unallocated Costs.

Other operating expense shown above is primarily comprised of third-party legal fees and other miscellaneous expenses.

CNDT Q1 2025 Form 10-Q

The following is a reconciliation of Segment profit (loss) to Income (loss) before income taxes:

(in millions) Three Months Ended

September 30, Nine Months Ended

September 30,

Segment Profit (Loss) Reconciliation to Income (Loss) Before Income Taxes 2024 2023 2024 2023

Income (Loss) Before Income Taxes $ 159 $ ( 313 ) $ 586 $ ( 328 )

Segment Profit (Loss) $ 42 $ 55

Reconciling items:

Divestitures profit (1)

Unallocated costs (2)

( 78 ) ( 72 )

Amortization of acquired intangible assets — ( 1 )

1 unchanged sentence

Interest expense ( 12 ) ( 27 )

Goodwill impairment — 287 — 287

Loss on extinguishment of debt — ( 2 )

Gain (loss) on divestitures and transaction costs, net ( 3 ) 161

Litigation (settlements) recoveries, net ( 2 ) ( 4 )

Loss on extinguishment of debt 1 — 6 —

Other income (expenses), net 1 2

Segment Profit (Loss) $ ( 8 ) $ 11 $ ( 15 ) $ 78

Income (Loss) Before Income Taxes $ ( 56 ) $ 127

(1) Divestitures profit is Income (loss) before income taxes.

(2) 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.

Included in the 2025 period are $ 25 million of Direct response costs related to the January 2025 Cyber Incident and a $ 9 million insurance recovery related to the 2019 Texas Matter.

Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments.

Note 5 – Divestitures and Assets/Liabilities Held for Sale

The Company entered into various agreements to transfer or sell certain portfolios and businesses in 2023 and 2024.

Note 5 – Divestitures

The Company entered into various agreements to transfer or sell certain portfolios and businesses in 2024.

Each of these transactions is described below.

As applicable, the assets and liabilities held for sale for each transaction are also presented below.

Transfer of BenefitWallet Portfolio

In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement to transfer its BenefitWallet health savings account and medical savings account portfolio (collectively, the "BenefitWallet Portfolio") to HealthEquity, Inc.

("HealthEquity") for an aggregate purchase price of $ 425 million (the "Purchase Price"), subject to customary purchase price adjustments.

As of December 31, 2023, there were no asset or liability balances related to the BenefitWallet Portfolio that would require disclosure as assets and liabilities held for sale on the Company's Condensed Consolidated Balance Sheet.

CNDT Q3 2024 Form 10-Q

The BenefitWallet transfer closed in multiple tranches.

The first tranche closed on March 7, 2024 with the Company receiving $ 164 million as the pro-rata share of the Purchase Price.

On April 11, 2024, the second tranche closed and the Company received $ 85 million as the pro-rata share of the Purchase Price.

The third and final tranche closed on May 14, 2024 and the Company received $ 176 million comprising the balance of the aggregate purchase price of $ 425 million.

The Company recorded a gain on the transfer of $ 425 million less costs to sell of $ 13 million, which is recorded in Gain (loss) on divestitures and transaction costs, net.

The Company recorded $ 101 million of income tax expense in connection with the BenefitWallet transfer.

The BenefitWallet Portfolio generated revenue and pre-tax profit as follows:

Divestiture of Casualty Claims Solutions Business

On May 3, 2024, the Company entered into a definitive agreement to sell the Company’s Casualty Claims Solutions business (collectively referred to as the "Casualty Disposal Group") to MedRisk, Inc ("MedRisk").

On September 1, 2024, the sale was completed and MedRisk paid Conduent $ 224 million of cash consideration, subject to certain post-closing adjustments.

These adjustments were finalized in the first quarter of 2025 and were not material.

At closing, the Company recorded a gain on the sale of $ 194 million, less costs to sell of $ 8 million, which was recorded in Gain (loss) on divestitures and transaction costs in the third quarter of 2024.

Additionally, the Company recorded $ 33 million of income tax expense related to the divestiture, which was also recorded in the third quarter of 2024.

The Casualty Disposal Group generated revenue and income (loss) before income taxes as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

Revenue $ — $ 37

Pre-tax profit — 22 20 67

Income (loss) before income taxes — 2

Divestiture of Curbside Management and Public Safety Solutions Businesses

In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses to Modaxo, a division of Constellation Software Inc., for $ 230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments.

The assets and liabilities of these businesses (collectively referred to as the "Curbside Disposal Group") were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell.

In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses (collectively referred to as the "Curbside Disposal Group") to Modaxo, a division of Constellation Software Inc.

("Modaxo"), for $ 230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments.

CNDT Q1 2025 Form 10-Q

On April 30, 2024, Conduent completed the sale of this business.

The Company received $ 174 million of cash consideration, a $ 50 million non-interest bearing note payable to the Company due on April 30, 2025, and other amounts receivable of $ 56 million related to:

(i) the reimbursement for payments made by the Company related to finance lease liabilities and related costs;

(ii) the reimbursement for the purchase of certain equipment made by the Company on the buyer's behalf;

and (iii) customary closing date purchase price holdbacks related to net asset targets, all of which are payable in the fourth quarter of 2024.

The sale is subject to customary purchase price adjustments expected to be settled in the fourth quarter of 2024.

In the second quarter of 2024, the Company recorded a gain on the sale of $ 108 million less costs to sell of $ 4 million, which is recorded in Gain (loss) on divestitures and transaction costs.

The Company recorded $ 30 million of income tax expense in connection with the divestiture.

The Curbside Disposal Group generated revenue and pre-tax profit as follows:

The Company received $ 181 million of cash consideration and a $ 50 million non-interest bearing note payable to the Company due on April 30, 2025.

Additionally, the Company received reimbursement for payments made by the Company related to finance lease liabilities and related costs and the reimbursement for the purchase of certain equipment made by the Company on the buyer's behalf.

In 2024, the Company recorded a gain on the sale of $ 103 million less costs to sell of $ 5 million, which was recorded in Gain (loss) on divestitures and transaction costs in the second quarter of 2024.

The Company recorded $ 28 million of income tax expense in connection with the divestiture, which was also recorded in the second quarter of 2024.

The Curbside Disposal Group generated revenue and income (loss) before income taxes as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

Revenue $ — $ 36

Pre-tax profit — 2 6 3

Divestiture of Casualty Claims Solutions Business

On May 3, 2024, the Company entered into a definitive agreement to sell the Company’s Casualty Claims Solutions business (collectively referred to as the "Casualty Disposal Group") to MedRisk.

On September 1, 2024, the sale was completed and MedRisk paid Conduent $ 224 million of cash consideration, subject to certain post-closing adjustments.

These adjustments are expected to be finalized in the first quarter of 2025 and are not expected to be material.

In the third quarter of 2024, the Company recorded a gain on the sale of $ 195 million less costs to sell of $ 7 million, which is recorded in Gain (loss) on divestitures and transaction costs.

Additionally, the Company recorded $ 35 million of income tax expense related to the divestiture.

The Casualty Disposal Group generated revenue and pre-tax profit as follows:

CNDT Q3 2024 Form 10-Q

Income (loss) before income taxes — 3

Transfer of BenefitWallet Portfolio

for an aggregate purchase price of $ 425 million, subject to customary purchase price adjustments.

The BenefitWallet transfer closed in multiple tranches from March to May 2024 and the Company received total aggregate cash consideration of $ 425 million as the tranches closed.

The Company recorded a gain on the transfer of $ 425 million, less costs to sell of $ 11 million.

Additionally, the Company recorded $ 102 million of income tax expense in connection with the transfer of the BenefitWallet Portfolio.

The cash consideration and gain on the transfer of the BenefitWallet Portfolio recorded in the first quarter of 2024 were $ 164 million and $ 164 million, respectively.

The Company recorded $ 39 million of income tax expense in connection with the transfer of the BenefitWallet Portfolio in the first quarter of 2024.

The BenefitWallet Portfolio generated revenue and income (loss) before income taxes as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

Revenue $ — $ 27

Pre-tax profit 3 2 6 5

Assets/Liabilities Held for Sale

As noted above, the BenefitWallet Portfolio did not have any associated assets and liabilities to disclose as held for sale in the Company's Condensed Consolidated Balance Sheet at December 31, 2023.

The divestiture of the Curbside Disposal Group was announced in December 2023 and completed in the second quarter of 2024.

Accordingly, the assets and liabilities of these businesses were disclosed as held for sale as of December 31, 2023.

In the second quarter of 2024, the assets and liabilities of the Casualty Disposal Group were disclosed as held for sale as of June 30, 2024.

Since the sale of the Casualty Disposal Group was completed during the third quarter of 2024, no associated assets or liabilities are reported as held for sale as of September 30, 2024.

The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale for the Curbside Disposal Group:

(in millions) December 31, 2023

Accounts Receivable, net $ 49

Other current assets 3

Land, building and equipment, net 52

Operating lease right-of-use assets 6

Intangible assets, net —

Other long-term assets 35

Total Assets held for sale $ 180

Current portion of long-term debt $ 5

Accounts payable 11

Accrued compensation and benefits costs 2

Unearned income 4

Other current liabilities 9

Long-term debt 19

Operating lease liabilities 4

Other long-term liabilities 4

Total Liabilities held for sale $ 58

Income (loss) before income taxes — 19

Note 6 – Restructuring Programs and Related Costs

1 unchanged sentence

The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use ("ROU") 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 and bringing certain technology functions in-house, which totaled $ 1 million and $ 3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 4 million and $ 7 million for the nine months ended September 30, 2024 and 2023, respectively.

Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $ 0 million and $ 2 million for the three months ended March 31, 2025 and 2024, respectively.

Management continues to evaluate the Company's businesses 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.

CNDT Q3 2024 Form 10-Q

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.

1 unchanged sentence

Asset impairment costs related to the reduction of the Company's real estate footprint include impairment of operating lease ROU assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the nine months ended September 30, 2024 and 2023 is as follows:

(in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total

CNDT Q1 2025 Form 10-Q

A summary of the Company's restructuring program activity during the three months ended March 31, 2025 and 2024 is as follows:

(in millions) Severance and Related Costs Termination and Other Costs (2)

Asset Impairments Total

Accrued Balance at December 31, 2024 $ 13 $ 2 $ — $ 15

3 unchanged sentences

Charges against reserve and currency ( 8 ) ( 1 ) ( 2 ) ( 11 )

Accrued Balance at September 30, 2024 $ 3 $ — $ — $ 3

(in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total

Accrued Balance at March 31, 2025 $ 6 $ 2 $ — $ 8

(in millions) Severance and Related Costs Termination and Other Costs (2)

Asset Impairments Total

Accrued Balance at December 31, 2023 $ 9 $ 1 $ — $ 10

3 unchanged sentences

Charges against reserve and currency ( 7 ) ( 3 ) ( 1 ) ( 11 )

Accrued Balance at September 30, 2023 $ 10 $ 1 $ — $ 11

(1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segment:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2024 2023 2024 2023

Commercial $ 1 $ 2 $ 4 $ 25

Government — — — —

Transportation — — 1 —

Divestitures — — — —

Unallocated Costs (1)

Total Net Restructuring Charges $ 4 $ 7 $ 21 $ 49

(1) Represents costs related to the consolidation of the Company's data centers, operating lease ROU assets impairment, termination and other costs not allocated to the segments.

CNDT Q3 2024 Form 10-Q

Accrued Balance at March 31, 2024 $ 6 $ 2 $ — $ 8

(1) Represents amounts recognized within the Condensed Consolidated Statements of Income (Loss) for the years shown.

(2) During the three months ended March 31, 2024, the Company incurred $ 1 million of costs for bringing certain technology functions in-house.

There were no such costs incurred in the three months ended March 31, 2025.

These costs are included in the above table in Termination and other costs.

No restructuring and related costs are allocated to the segments.

Note 7 – Debt

Long-term debt was as follows:

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Term loan A due 2026 $ 85 $ 88

Term loan B due 2028 — 505

Senior notes due 2029 520 520

4 unchanged sentences

Total Long-term Debt $ 625 $ 615

As of September 30, 2024, the Company had no outstanding borrowings under its $ 550 million revolving credit facility (the "Revolver").

Additionally, the Company utilized $ 11 million of the Revolver to issue letters of credit as of September 30, 2024.

The net Revolver available to be drawn upon as of September 30, 2024 was $ 539 million.

In March 2024, the Company utilized the proceeds from the closing of the first tranche of the BenefitWallet Transfer to voluntarily prepay $ 164 million of principal of the Senior Secured Term Loan B due 2028 ("Term Loan B").

In April and May 2024, the Company voluntarily prepaid $ 300 million of principal of the Term Loan B.

In September 2024, the Company voluntarily prepaid (i) the entire remaining outstanding balance of the Term Loan B in an amount equal to $ 38 million and (ii) $ 37 million of the Senior Secured Term Loan A due 2026 ("Term Loan A").

In connection with these voluntary prepayments, the Company wrote-off related debt issuance costs of $ 1 million and $ 6 million for the three and nine months ended September 30, 2024, respectively, which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss).

At September 30, 2024, the Company was in compliance with all debt covenants related to the borrowings in the table above.

As of March 31, 2025, the Company had no outstanding borrowings under its $ 550 million revolving credit facility (the "Revolver").

Additionally, the Company utilized $ 10 million of the Revolver to issue letters of credit as of March 31, 2025.

The net Revolver available to be drawn upon as of March 31, 2025 was $ 540 million.

In connection with a voluntary prepayment of the Term Loan B made in the first quarter of 2024, the Company wrote-off related debt issuance costs of $ 2 million, which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2024.

At March 31, 2025, the Company was in compliance with all debt covenants related to the borrowings in the table above.

CNDT Q1 2025 Form 10-Q

Note 8 – Financial Instruments

1 unchanged sentence

As a part of the Company's foreign exchange risk management strategy, the Company uses derivative instruments, primarily forward contracts, to hedge the funding of foreign entities which have a non-dollar functional currency, thereby reducing volatility of earnings or protecting fair values of assets and liabilities.

At September 30, 2024 and December 31, 2023, the Company had outstanding forward exchange contracts with gross notional values of $ 181 million and $ 148 million, respectively.

At September 30, 2024, approximately 76 % of these contracts mature within three months, 9 % in three to six months, 11 % in six to twelve months and 4 % in greater than twelve months.

Most of these foreign currency derivative contracts are designated as cash flow hedges and did not have a material impact on the Company's balance sheet, income statement or cash flows for the periods presented.

At March 31, 2025 and December 31, 2024, the Company had outstanding forward exchange contracts with gross notional values of $ 209 million and $ 203 million, respectively.

At March 31, 2025, approximately 78 % of these contracts mature within three months, 8 % in three to six months, 10 % in six to twelve months and 4 % in greater than twelve months.

Most of these foreign currency derivative contracts are designated as cash flow hedges and did not have a material impact on the Company's condensed consolidated balance sheet, income statement or cash flows for the periods presented.

Refer to Note 9 – Fair Value of Financial Assets and Liabilities for additional information regarding the fair value of the Company's foreign exchange forward contracts.

3 unchanged sentences

The levels of the fair value hierarchy are as follows:

CNDT Q3 2024 Form 10-Q

Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

4 unchanged sentences

The basis for the measurement at fair value in all cases was Level 2.

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Foreign exchange contracts - forward $ 1 $ —

4 unchanged sentences

The estimated fair values of other financial assets and liabilities were as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in millions) Carrying

1 unchanged sentence

Long-term debt $ 625 $ 593 $ 615 $ 588

Liabilities held for sale $ — $ — $ 58 $ 58

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 Long-term debt was estimated using quoted market prices for identical or similar instruments (Level 2 inputs).

CNDT Q1 2025 Form 10-Q

Note 10 – Employee Benefit Plans

3 unchanged sentences

The Company, at its discretion, matches a portion of employee contributions.

The Company recognized an expense related to its defined contribution plans of $ 2 million and $ 2 million for the three months ended September 30, 2024 and 2023, respectively, and $ 8 million and $ 8 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company recognized an expense related to its defined contribution plans of $ 2 million and $ 4 million for the three months ended March 31, 2025 and 2024, respectively.

The balance sheet and income statement impacts of any remaining defined benefit plans are immaterial for all periods presented in these Condensed Consolidated Financial Statements.

CNDT Q3 2024 Form 10-Q

Note 11 – Accumulated Other Comprehensive Loss ("AOCL")

3 unchanged sentences

Other comprehensive income (loss) 9 2 — 11

Balance at September 30, 2024 $ ( 455 ) $ 2 $ 4 $ ( 449 )

Balance at March 31, 2025 $ ( 469 ) $ 3 $ 5 $ ( 461 )

(in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total

1 unchanged sentence

Other comprehensive income (loss) ( 11 ) — — ( 11 )

Balance at September 30, 2023 $ ( 469 ) $ 1 $ 5 $ ( 463 )

Balance at March 31, 2024 $ ( 452 ) $ 2 $ 4 $ ( 446 )

(1) All amounts are net of tax.

12 unchanged sentences

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 September 30, 2024.

Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matter could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

The Company believes it has recorded adequate provisions for any such matters as of March 31, 2025.

Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters.

CNDT Q1 2025 Form 10-Q

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.

2 unchanged sentences

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 Company's consolidated financial position or liquidity.

As of September 30, 2024, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

CNDT Q3 2024 Form 10-Q

As of March 31, 2025, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

8 unchanged sentences

Plaintiffs alleged 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 sought a judgment that they have no obligation to pay the Notes.

On August 20, 2020, CBS filed counterclaims against Skyview seeking the outstanding balance on the Notes, the amounts owed for operating certain Jamaica-based call centers on plaintiffs' behalf pending closing (the "Jamaica Deferred Closing"), other transition services agreement ("TSA") and TSA amendments, and late rent payment obligations.

On August 20, 2020, CBS filed counterclaims against Skyview seeking the outstanding balance on the Notes, the amounts owed for operating certain Jamaica-based call centers on plaintiffs' behalf pending closing (the "Jamaica Deferred Closing"), other obligations under a transition services agreement and TSA amendments (the "TSAs"), and late rent payment obligations.

CBS also moved to dismiss Skyview’s claims in 2020.

In May 2021, the court denied the motion and allowed the claims to proceed.

Fact and expert discovery have concluded and the parties filed summary judgment motions on July 24, 2023.

Fact and expert discovery concluded and the parties filed summary judgment motions in July 2023.

On December 5, 2023, the court heard oral argument on the parties’ cross-motions for summary judgment, and rendered its decision on December 8, 2023, finding there are certain material issues of fact that require trial, and also entering partial summary judgment for each side.

1 unchanged sentence

On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting a portion of CBS’s counterclaims.

Under the present schedule, the parties' appeals will be fully briefed as of November 8, 2024.

Oral argument has not yet been scheduled.

The parties' appeals have been fully briefed and the Court has scheduled oral argument for May 2025.

In July 2024, Skyview informed CBS of its intention to sell a portion of its call center business.

The parties reached an agreement on August 8, 2024, under which, contemporaneously with the closing of such a transaction, Skyview will pay the outstanding principal plus interest due on the outstanding Notes, fully discharging Skyview's obligations under the Notes, and will pay certain of CBS's litigation costs.

On September 24, 2024, Skyview and the buyer, Everise, announced a signed and binding asset purchase agreement.

Following regulatory review, the transaction is expected to close in the fourth quarter of 2024, at which point Skyview will pay CBS the outstanding principal and interest due on the Notes.

Skyview will then withdraw its arguments in the litigation regarding its purported right to set-off amounts due under the Notes, though Skyview's claims for alleged fraud, breach of covenant, and breach of representation and warranty otherwise will be unaffected.

In addition, CBS will dismiss its two counterclaims related to the Notes.

CBS's remaining counterclaims related to the Jamaica Deferred Closing, the TSAs and rent payment obligations will be unaffected.

The parties reached an agreement on August 8, 2024, under which, contemporaneously with the closing of such a transaction, Skyview would pay the outstanding principal plus interest due on the outstanding Notes, fully discharging Skyview's obligations under the Notes, and would pay certain of CBS's litigation costs.

On September 24, 2024, Skyview and the buyer announced a signed and binding asset purchase agreement.

Following regulatory review, the transaction closed in December 2024, at which point Skyview paid CBS $ 33 million, representing the outstanding principal and interest due on the Notes and reimbursement of certain litigation costs.

Skyview has withdrawn its arguments in the litigation regarding its purported right to set-off amounts due under the Notes, though Skyview's claims for alleged fraud, breach of covenant, and breach of representation and warranty otherwise are unaffected.

In addition, CBS dismissed its two counterclaims related to the Notes.

CBS's remaining counterclaims related to the Jamaica Deferred Closing, the TSAs, and rent payment obligations are unaffected.

CBS continues to deny all of plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims, and will continue to defend the litigation vigorously.

The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimates of the possible outcome or loss, if any, in excess of currently recorded reserves.

CNDT Q1 2025 Form 10-Q

Other Contingencies

Certain contracts, primarily in the Company's Government and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance.

As of September 30, 2024, the Company had $ 614 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients, and $ 177 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.

As of March 31, 2025, the Company had $ 549 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients, and $ 166 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 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 to allow it to respond to future requests for proposals that require such credit support.

CNDT Q3 2024 Form 10-Q

Note 13 – Common Stock and Preferred Stock

Icahn Share Repurchase

On June 8, 2024, the Company entered into a purchase agreement (the "Purchase Agreement") with Carl C.

Icahn and certain of his affiliates ("Icahn Parties") pursuant to which the Company agreed to purchase an aggregate of approximately 38 million shares of the Company’s common stock, at a price of $ 3.47 per share, the closing price on June 7, 2024, the last full trading day prior to the execution of the Purchase Agreement, for an aggregate purchase price of approximately $ 132 million.

The purchase was completed and settled on June 10, 2024, and was funded through a combination of cash on hand and a drawdown under the Company’s Revolver, which has since been repaid.

Note 13 – Preferred Stock

Series A Preferred Stock

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data in whole dollars and shares in thousands) 2025 2024

22 unchanged sentences

The components of Other assets and Other liabilities were as follows:

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Other Current Assets

1 unchanged sentence

Income taxes receivable 10 11

Value-added tax (VAT) receivable 7 8

Value-added tax receivable 8 7

Restricted cash 16 11

10 unchanged sentences

Accrued interest 13 5

Direct response costs - cyber event liabilities 22 —

Total Other Current Liabilities $ 294 $ 290

9 unchanged sentences

Total Other Long-term Liabilities $ 88 $ 93

Note 16 – Subsequent Events

In April 2025, the Company acquired the 20 % interest in Conduent Victoria Ticketing System Pty Ltd, ("Conduent Victoria") held by Convergint Australia Pty Ltd.

for $ 5 million, following which, Conduent Victoria became a wholly owned subsidiary of the Company.

CNDT Q1 2025 Form 10-Q

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-Q

Item 1. Financial Statements