What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-07 · 96 added, 271 removed, 435 unchanged (46% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data) 2026 2025

9 unchanged sentences

Litigation settlements (recoveries), net — 2

Loss on extinguishment of debt 1 1 1 6

Other (income) expenses, net 1 ( 1 )

11 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2026 2025

11 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands) September 30, 2025 December 31, 2024

(in millions, except share data in thousands) March 31, 2026 December 31, 2025

Cash and cash equivalents $ 228 $ 233

5 unchanged sentences

Operating lease right-of-use assets 141 136

Intangible assets, net 12 14

Deferred contract costs, net 123 128

Goodwill 614 617

20 unchanged sentences

Accumulated other comprehensive loss ( 446 ) ( 437 )

Total Conduent Inc.

Equity 717 839

Noncontrolling Interest — 4

Total Equity 641 685

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2026 2025

5 unchanged sentences

Deferred income taxes ( 2 ) ( 8 )

Amortization of debt financing costs 1 3

Loss on extinguishment of debt 1 6

(Gain) loss on divestitures and sales of fixed assets, net 2 ( 727 )

Stock-based compensation — 3

13 unchanged sentences

Proceeds from revolving credit facility 60 50

Proceeds from the issuance of debt 4 —

Payments of debt issuance costs ( 3 ) —

Payments of revolving credit facility ( 25 ) ( 50 )

Payments of debt ( 5 ) ( 8 )

Treasury stock purchases ( 20 ) ( 182 )

Excise tax payment on treasury stock purchases ( 2 ) —

Taxes paid for settlement of stock-based compensation — ( 5 )

Dividends paid on preferred stock — ( 2 )

Repurchase of noncontrolling interest ( 5 ) —

Net cash provided by (used in) financing activities 30 ( 10 )

3 unchanged sentences

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

(1) Includes $ 16 million and $ 11 million of restricted cash as of September 30, 2025 and 2024, respectively, that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

(1) Includes $ 23 million and $ 16 million of restricted cash as of March 31, 2026 and 2025, 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, 2025

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

Non-controlling Interest Shareholders'

Balance at June 30, 2025 $ 2 $ ( 218 ) $ 3,959 $ ( 2,529 ) $ ( 437 ) $ — $ 777

Dividends - preferred stock, $ 20 /share

— — — ( 2 ) — — ( 2 )

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

Treasury stock purchases — ( 13 ) — — — ( 13 )

Buyback of noncontrolling interest — — — — — — —

Comprehensive Income (Loss):

Net Income (Loss) — — — ( 46 ) — — ( 46 )

Other comprehensive income (loss), net — — — — ( 4 ) — ( 4 )

Total Comprehensive Income (Loss), Net — — — ( 46 ) ( 4 ) — ( 50 )

Balance at September 30, 2025 $ 2 $ ( 231 ) $ 3,964 $ ( 2,577 ) $ ( 441 ) $ — $ 717

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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

10 unchanged sentences

Total Comprehensive Income (Loss), Net — — — ( 33 ) ( 9 ) — ( 42 )

Balance at September 30, 2025 $ 2 $ ( 231 ) $ 3,964 $ ( 2,577 ) $ ( 441 ) $ — $ 717

Nine Months Ended September 30, 2024

Balance at March 31, 2026 $ 2 $ ( 235 ) $ 3,968 $ ( 2,648 ) $ ( 446 ) $ — $ 641

Three Months Ended March 31, 2025

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

9 unchanged sentences

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

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

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

(1) AOCL - Accumulated other comprehensive loss.

8 unchanged sentences

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.

Through a dedicated global team of approximately 48,000 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.

Basis of Presentation

4 unchanged sentences

The December 31, 2025 Condensed Consolidated Balance Sheet was derived from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Certain reclassifications have been made to prior year's amounts to conform to the current year presentation.

Intercompany balances and transactions have been eliminated.

14 unchanged sentences

New Accounting Standards 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 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.

The Company has not adopted any new accounting standards in 2026.

CNDT Q1 2026 Form 10-Q

New Accounting Standards To Be Adopted

Income Taxes:

In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid.

The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction.

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

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 results of operations, financial position or cash flows.

Disaggregation of Income Statement Expenses:

In November 2024, the FASB issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods.

In November 2024, the Financial Accounting Standards Board ("FASB") issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods.

The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The Company is not early adopting this guidance.

As the guidance is disclosure related, adoption will not have any impact on the Company's results of operations, financial position or cash flows.

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

Internal-use Software:

6 unchanged sentences

Disaggregation of Revenue

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

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

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

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 recast to reflect this change.

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.

CNDT Q3 2025 Form 10-Q

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.

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.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2026 2025

9 unchanged sentences

Transit Solutions 83 68

Commercial Vehicles — — — 1

Total Transportation 136 133

Divestitures — 26 — 180

Total Consolidated Revenue $ 723 $ 751

3 unchanged sentences

Total Revenue $ 723 $ 751

CNDT Q1 2026 Form 10-Q

Contract Balances

4 unchanged sentences

Contract liabilities include payments received in advance of performance under the contract, which are realized when the associated revenue is recognized under the contract.

CNDT Q3 2025 Form 10-Q

The following table provides information about significant movements in contract assets (current and long-term) for the nine months ended September 30, 2025 and 2024:

The following table provides information about significant movements in contract assets (current and long-term) for the three months ended March 31, 2026 and 2025:

(in millions) 2026 2025

3 unchanged sentences

Ending balance (1)

(1) Of which $ 9 million and $ 4 million are included in Other long-term assets as of September 30, 2025 and 2024, respectively.

The following table provides information about significant movements in contract liabilities balances (current and long-term) for the nine months ended September 30, 2025 and 2024:

(1) Of which $ 7 million and $ 6 million are included in Other long-term assets as of March 31, 2026 and 2025, respectively.

The following table provides information about significant movements in contract liabilities balances (current and long-term) for the three months ended March 31, 2026 and 2025:

(in millions) 2026 2025

Beginning balance $ 143 $ 155

Additional contract liabilities recorded 159 205

Revenue recognized related to contract liabilities and other (1)

Deferral of income 41 39

Revenue recognized related to deferral of income (1)

( 43 ) ( 63 )

Ending balance (2)

(1) Of which $ 79 million and $ 82 million were recognized during the nine months ended September 30, 2025 and 2024, respectively, that related to the Company's contract liabilities as of December 31, 2024 and 2023, respectively.

(2) Of which $ 63 million and $ 53 million are included in Other long-term liabilities as of September 30, 2025 and 2024, respectively.

(1) Of which $ 37 million and $ 52 million were recognized during the three months ended March 31, 2026 and 2025, respectively, that related to the Company's contract liabilities as of December 31, 2025 and 2024, respectively.

(2) Of which $ 68 million and $ 49 million are included in Other long-term liabilities as of March 31, 2026 and 2025, 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, 2025 was approximately $ 1.4 billion.

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at March 31, 2026 was approximately $ 1.2 billion.

The Company expects to recognize approximately 75 % of this revenue over the next two years and the remainder thereafter.

2 unchanged sentences

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.

2 unchanged sentences

A description of the Company's reportable segments is as follows:

CNDT Q1 2026 Form 10-Q

• Commercial:

1 unchanged sentence

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.

CNDT Q3 2025 Form 10-Q

Across the Commercial segment, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for the Company's clients and deliver better experiences for their consumers and employees.

• 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.

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

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

• Transportation:

3 unchanged sentences

Three Months Ended

September 30,

(in millions) Commercial Government Transportation Total (1)

15 unchanged sentences

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

(1) Total excludes Divestitures and Unallocated Costs.

CNDT Q3 2025 Form 10-Q

Nine Months Ended

September 30,

(in millions) Commercial Government Transportation Total (1)

Segment revenue $ 1,134 $ 692 $ 446 $ 2,272

Wages and benefits $ 761 $ 290 $ 187 $ 1,238

Services and supplies 155 188 203 546

Rent lease and maintenance expense 112 51 36 199

Other operating expense 3 4 3 10

Depreciation and amortization expense 63 34 22 119

Segment expenses $ 1,094 $ 567 $ 451 $ 2,112

Segment profit (loss) $ 40 $ 125 $ ( 5 ) $ 160

Segment revenue $ 1,192 $ 758 $ 426 $ 2,376

Wages and benefits $ 810 $ 322 $ 194 $ 1,326

Services and supplies 158 219 191 568

Rent lease and maintenance expense 107 49 34 190

Other operating expense 2 4 4 10

Depreciation and amortization expense 67 34 18 119

Segment expenses $ 1,144 $ 628 $ 441 $ 2,213

Segment profit (loss) $ 48 $ 130 $ ( 15 ) $ 163

(1) Total excludes Divestitures and Unallocated Costs.

(1) Total excludes Unallocated Costs.

(2) In the first quarter of 2026, the Company revised its methodology for allocating certain technology costs to the expense categories within its reportable segments.

The prior year's expenses have been reclassified to conform to the current year's methodology.

This update had no impact on total segment expenses by reportable segment or on total expenses by expense category.

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

CNDT Q1 2026 Form 10-Q

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2026 2025

1 unchanged sentence

Reconciling items:

Divestitures profit (1)

Unallocated costs (1)

3 unchanged sentences

Interest expense ( 12 ) ( 12 )

Loss on extinguishment of debt ( 1 ) ( 1 ) ( 1 ) ( 6 )

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

2 unchanged sentences

Income (Loss) Before Income Taxes $ ( 27 ) $ ( 56 )

(1) Divestitures profit is Income (loss) before income taxes excluding certain non-operating income and expenses.

(1) 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 three and nine months ended September 30, 2025 periods are $ 0 million and $ 25 million, respectively, of Direct response costs related to the January 2025 Cyber Incident as well as a $ 0 million and $ 9 million, respectively, insurance recovery related to the 2019 Texas Matter.

Included in the three months ended March 31, 2026 period are $ 4 million of former CEO separation costs and a benefit related to a stock compensation plan change as described in Note 12 – Preferred Stock and Common Stock.

Included in the three months ended March 31, 2025 period are $ 25 million of Direct response costs related to the January 2025 Cyber Event as well as 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.

CNDT Q3 2025 Form 10-Q

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.

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.

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.

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.

Additionally, the Company recorded $ 33 million of income tax expense related to the divestiture.

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 2025 2024

Revenue $ — $ 26 $ — $ 100

Income (loss) before income taxes — 3 — 6

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 (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.

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

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

Additionally, the Company received reimbursement for payments made by the Company related to finance lease liabilities and related costs and 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 .

The Company recorded $ 28 million of income tax expense in connection with the divestiture.

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 2025 2024

Revenue $ — $ — $ — $ 50

Income (loss) before income taxes — — — 6

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.

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.

There was no cash consideration or gain on the transfer of the BenefitWallet Portfolio recorded in the third quarter of 2024.

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

CNDT Q3 2025 Form 10-Q

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

Revenue $ — $ — $ — $ 30

Income (loss) before income taxes — — — 20

Note 5 – Restructuring Programs and Related Costs

The Company engages in a series of restructuring programs related to exiting certain activities, downsizing its employee base, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity.

The implementation of the Company's operational efficiency improvement initiatives 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, which totaled $ 0 million and $ 1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0 million and $ 4 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity.

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.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility.

In those geographies where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable.

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, 2025 and 2024 is as follows:

(in millions) Severance and Related Costs Termination and Other Restructuring-related Costs (2)

Asset Impairments Total

Costs associated with restructuring are generally recognized when it has been determined that a liability has been incurred, upon communication to the affected employees or exit from the leased facility.

A summary of the Company's restructuring program activity in the table below for the three months ended March 31, 2026 and 2025 includes:

• Severance and related costs - employee termination costs, which include severance, retraining and other related contractual benefits;

• Contract termination and other costs - incremental, non-recurring costs related to professional support services associated with the implementation of certain cost reductions and strategic transformation programs and non-lease costs associated with exited lease facilities;

• Asset impairments - non-cash impairments of operating lease right-of-use ("ROU") assets and associated leasehold improvements related to the reduction of the Company's real estate footprint.

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

Accrued Balance at December 31, 2025 $ 5 $ 3 $ — $ 8

3 unchanged sentences

Charges against reserve and currency ( 5 ) ( 3 ) — ( 8 )

Accrued Balance at September 30, 2025 $ 8 $ — $ — $ 8

(in millions) Severance and Related Costs Termination and Other Restructuring-related Costs (2)

Asset Impairments Total

Accrued Balance at March 31, 2026 $ 6 $ 2 $ — $ 8

CNDT Q1 2026 Form 10-Q

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

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

(2) During the nine months ended September 30, 2024, the Company incurred $ 1 million of costs for bringing certain technology functions in-house.

There were no such costs incurred in the nine months ended September 30, 2025.

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

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

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

No restructuring and related costs are allocated to the segments.

CNDT Q3 2025 Form 10-Q

Note 6 – Debt

Long-term debt was as follows:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Revolving credit facility $ 144 $ 109

Term loan A due 2026 — 88

Senior notes due 2029 520 520

4 unchanged sentences

Total Long-term Debt $ 698 $ 665

2021 Credit Agreement

On October 15, 2021, the Company, Conduent Business Services, LLC (the “Lead Borrower” or “CBS”), Conduent State & Local Solutions, Inc.

(“CSLS”), Affiliated Computer Services International B.V.

(the “Dutch Borrower” and, together with the Lead Borrower and CSLS, the “Borrowers”) entered into a Credit Agreement with the other guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent”), and as a Swing Line Lender and an L/C Issuer and the lenders party thereto (as amended by Amendment No.

1 to Credit Agreement, dated as of May 9, 2023, and as amended by Amendment No.

2 to Credit Agreement, dated as of September 6, 2023, the “2021 Credit Agreement”).

2025 Credit Agreement

On August 26, 2025, the Company (as the parent guarantor), the Borrowers, the other guarantors party thereto, the Administrative Agent and the lenders and letter of credit issuers party thereto, entered into an amendment to the 2021 Credit Agreement (“Amendment No.

3” and the 2021 Credit Agreement as amended by Amendment No.

3, the “2025 Credit Agreement”) to amend the terms of the 2021 Credit Agreement, to, among other things, (i) prepay in full the Term A Loans outstanding under the 2021 Credit Agreement utilizing funds from the Revolving Credit Facility (as defined below), (ii) reduce the amount of the revolving credit facility to $ 357 million, of which $ 187 million will mature on August 26, 2028 and the remaining $ 170 million will continue to mature on October 15, 2026 (as amended, the “Revolving Credit Facility”), (iii) add a new performance letter of credit facility in the amount of approximately $ 93 million (the “Performance Letter of Credit Facility” and together with the Revolving Credit Facility, the “2025 Credit Facilities”), which will mature on August 26, 2028 and (iv) make certain other changes to the 2021 Credit Agreement as set forth in Amendment No.

The Borrowers may voluntarily repay outstanding loans under the 2025 Credit Facilities at any time without premium or penalty, other than customary breakage costs.

Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan.

The applicable margin for the Revolving Credit Facility for SOFR loans range from 1.75 % to 3.00 % per annum, depending on certain leverage ratios and for base rate loans range from 0.75 % to 2.00 % per annum.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.30 % to 0.55 % per annum to the lenders in respect of unutilized commitments thereunder.

Issuances of letters of credit under the Performance Letter of Credit Facility bear interest at a rate per annum equal to an applicable margin.

The applicable margin for the Performance Letter of Credit Facility range from 1.05 % to 1.80 % per annum, depending on certain leverage ratios.

In addition to paying fees on outstanding principal under the Performance Letter of Credit Facility, the Company is required to pay a commitment fee ranging from 0.30 % to 0.55 % per annum to the performance letter of credit issuers in respect of unutilized commitments thereunder.

CNDT Q3 2025 Form 10-Q

All obligations under the 2025 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions).

All obligations under the 2025 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor.

The 2025 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default.

It requires the consolidated first lien net leverage ratio to not exceed 4.50 to 1.00 and a fixed charge coverage ratio of greater than or equal to 2.50 to 1.00.

If an event of default occurs, the lenders under the 2025 Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement and all actions permitted to be taken by secured creditors under applicable law.

As of September 30, 2025, the Company had $ 134 million outstanding borrowings under its Revolving Credit Facility.

The Company utilized $ 25 million of the Revolving Credit Facility to issue letters of credit as of September 30, 2025.

Additionally, the Company utilized $ 82 million of the Performance Letter of Credit Facility to issue performance letters of credit as of September 30, 2025.

The remaining unused capacity, reflecting total borrowing facility size minus outstanding borrowings and letters of credit, under the Revolving Credit Facility and the Performance Letter of Credit Facility was $ 198 million and $ 11 million, respectively, as of September 30, 2025.

In connection with the voluntary repayment of the Term Loan A described under "2025 Credit Facilities" above, the Company wrote-off related debt issuance costs of $ 1 million and $ 1 million, which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2025, respectively.

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

At September 30, 2025, the Company was in compliance with all debt covenants related to the borrowings in the table above.

As of March 31, 2026, the Company had $ 144 million outstanding borrowings under its Revolving Credit Facility.

The Company utilized $ 23 million of the Revolving Credit Facility to issue letters of credit as of March 31, 2026.

Additionally, the Company utilized $ 76 million of the Performance Letter of Credit Facility to issue performance letters of credit as of March 31, 2026.

The remaining unused capacity, reflecting total borrowing facility size minus outstanding borrowings and letters of credit, under the Revolving Credit Facility and the Performance Letter of Credit Facility was $ 190 million and $ 17 million, respectively, as of March 31, 2026.

At March 31, 2026, the Company was in compliance with all debt covenants related to the borrowings in the table above.

Note 7 – Financial Instruments

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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, 2025 and December 31, 2024, the Company had outstanding forward exchange contracts with gross notional values of $ 239 million and $ 203 million, respectively.

At September 30, 2025, approximately 81 % of these contracts mature within three months, 7 % in three to six months, 9 % in six to twelve months and 3 % in greater than twelve months.

At March 31, 2026 and December 31, 2025, the Company had outstanding forward exchange contracts with gross notional values of $ 178 million and $ 163 million, respectively.

At March 31, 2026, approximately 75 % of these contracts mature within three months, 10 % in three to six months, 12 % in six to twelve months and 3 % 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 8 – Fair Value of Financial Assets and Liabilities for additional information regarding the fair value of the Company's foreign exchange forward contracts.

CNDT Q1 2026 Form 10-Q

Note 8 – Fair Value of Financial Assets and Liabilities

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Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

CNDT Q3 2025 Form 10-Q

Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

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

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Foreign exchange contracts - forward $ — $ —

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions) Carrying

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

The Company recognized an expense related to its defined contribution plans of $ 0 million and $ 2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 4 million and $ 8 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company recognized an expense related to its defined contribution plans of $ 2 million and $ 2 million for the three months ended March 31, 2026 and 2025, 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.

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Other comprehensive income (loss) ( 7 ) ( 2 ) — ( 9 )

Balance at September 30, 2025 $ ( 446 ) $ — $ 5 $ ( 441 )

Balance at March 31, 2026 $ ( 451 ) $ ( 2 ) $ 7 $ ( 446 )

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

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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 )

(1) All amounts are net of tax.

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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, 2025.

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

The Company believes it has recorded adequate provisions for any such matters as of March 31, 2026.

Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be 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.

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.

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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 Condensed Consolidated Financial position or liquidity.

As of September 30, 2025, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

CNDT Q1 2026 Form 10-Q

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Conduent Business Services, LLC:

On February 3, 2020, plaintiffs Skyview Capital LLC and Continuum Global Solutions LLC (collectively "Skyview") filed a lawsuit in the Supreme Court of the State of New York, County of New York against Conduent Business Services, LLC, a wholly-owned subsidiary of the Company ("CBS").

On February 3, 2020, plaintiffs Skyview Capital LLC and Continuum Global Solutions LLC (collectively "Skyview") filed a lawsuit in the Supreme Court of the State of New York, County of New York against Conduent Business Services, LLC ("CBS"), a wholly-owned subsidiary of the Company.

The lawsuit relates to the sale of a portion of CBS's select standalone customer care call center business to plaintiffs, which sale closed in February 2019.

Under the terms of the sale agreement, CBS received approximately $ 23 million in principal amount of promissory notes from plaintiffs (the "Notes").

Under the terms of the sale agreement, CBS received approximately $ 23 million of promissory notes from plaintiffs (the "Notes").

The lawsuit alleges various causes of action in connection with the acquisition, including:

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

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

In May 2021, the court denied the motion to dismiss and allowed Skyview's claims to proceed.

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

On December 8, 2023, the court rendered its decision on the parties’ cross-motions for summary judgment, finding there were certain material issues of fact that required trial on Skyview's fraud claim, and also entering partial summary judgment for each side.

On January 5, 2024, CBS filed a notice of appeal with the New York Supreme Court, Appellate Division, First Department ("Appellate Division") with respect to the portion of the ruling that did not grant the summary judgment motion of CBS in its entirety and that granted certain limited relief in favor of Skyview.

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

On January 5, 2024, CBS filed a notice of appeal with the New York Supreme Court, Appellate Division, First Department ("Appellate Division") with respect to the portion of the ruling that did not grant CBS's summary judgment motion in its entirety and that granted certain limited relief in favor of Skyview.

On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting summary judgment on certain of CBS’s counterclaims.

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

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In addition, the Appellate Division reversed the grant of summary judgment to Skyview on its breach of contract claim, finding there to be issues of fact for trial.

No trial date has yet been set.

With respect to CBS’s counterclaims, the Appellate Division (i) affirmed the grant of summary judgment on the counterclaims concerning the TSAs and late rent payment amounts and (ii) instructed the trial court to hold a hearing to resolve the final amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

The Appellate Division further found that the maximum amount that Skyview would have been entitled to set off against its liability on the Notes was $ 5 million (the limit set forth in the sale agreement).

The trial court accordingly entered judgment on the TSA and late rent payment counterclaims on June 23, 2025, with final entry by the County Clerk on August 20, 2025.

With respect to CBS’s counterclaims, the Appellate Division (i) affirmed the grant of summary judgment on the counterclaims concerning the TSAs and late rent payment amounts and (ii) instructed the trial court to adjudicate the final amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

The Appellate Division further found that the maximum amount that Skyview would have been entitled to set off against its liability on the Notes was $ 5 million (the contractual indemnification limit set forth in the sale agreement).

The trial court accordingly entered judgment of approximately $ 24 million on the TSA and late rent payment counterclaims on June 23, 2025, with final entry by the County Clerk on August 20, 2025.

On July 3, 2025, Skyview filed a motion to reargue the Appellate Division’s decision and, alternatively, for leave to appeal to the New York Court of Appeals.

This motion was denied on September 4, 2025.

Conduent is in the process of seeking to collect on the judgment and continuing to pursue the amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

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.

Conduent is in the process of seeking to collect on the outstanding judgment and is continuing to pursue the amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

No trial date has yet been set.

CBS continues to deny all of plaintiffs' allegations, believes that it has strong defenses to all 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 2026 Form 10-Q

January 2025 Cyber Event

The Company and CBS (collectively, “Conduent”) are parties to several lawsuits in the U.S.

asserted by or on behalf of individuals who allegedly received a notification letter that their personal information may have been affected by the January 2025 Cyber Event.

Most of these lawsuits have been consolidated into one single action in the U.S.

District Court, District of New Jersey ( In re:

Conduent Business Services Data Breach Litigation ).

Conduent continues to work on consolidating these lawsuits and responding accordingly.

The consolidated complaint was filed by plaintiffs on March 18, 2026, with a response from defendants due in the second or third quarter of 2026.

Conduent denies plaintiffs' allegations, believes that it has strong defenses to plaintiffs’ claims, and will continue to defend the litigations vigorously.

The Company has also been responding to several subpoenas, information requests, and investigations from certain governmental agencies and other stakeholders.

The Company is not able to determine or predict the ultimate outcome or duration of these proceedings or reasonably provide an estimate or range of estimates of the possible outcome or loss, if any.

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, 2025, the Company had $ 546 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients, and $ 131 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, 2026, the Company had $ 578 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $ 123 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.

Note 13 – Preferred Stock

Note 12 – Preferred Stock and Common Stock

Series A Preferred Stock

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Each share of convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $ 22.25 per share of common stock), subject to customary anti-dilution adjustments.

Common Stock - Stock Compensation Plan Change

In 2025, for certain senior executives, the Company changed its Annual Performance Incentive Plan (“APIP”) cash incentive by awarding a portion of the incentive in Performance Stock Units (“PSUs”).

In March 2026, the Compensation Committee of the Board of Directors used its discretion under the APIP plan documents to reduce the aggregate 2025 APIP pool and cancel the issuance of these PSUs.

The impact of this change reduced compensation expense in the first quarter of 2026 by approximately $ 3 million and reduced PSUs outstanding by approximately 3.3 million.

CNDT Q1 2026 Form 10-Q

Note 13 – Earnings (Loss) per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data in whole dollars and shares in thousands) 2026 2025

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

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Other Current Assets

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Net receivables from buyers of divested businesses 1 1

Other 105 103

Total Other Current Assets $ 242 $ 213

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Accrued liabilities to vendors $ 141 $ 147

Litigation related accruals 5 8

Current operating lease liabilities 50 52

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Direct response costs - cyber event liabilities — 8

Due to factoring counterparty 22 9

Total Other Current Liabilities $ 277 $ 270

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Internal use software, net $ 89 $ 92

Deferred contract costs, net 132 126

Intangible assets, net 11 12

Product software, net 57 65

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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