CNDT / Conduent Incorporated - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Conduent Incorporated
US ˙ NasdaqGS ˙ US2067871036

Mga Batayang Estadistika
LEI 549300SFJ2D2CYY6CQ11
CIK 1677703
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Conduent Incorporated
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 27, 2025 EX-99.1

Conduent Announces the Successful Completion of Debt Refinancing

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces the Successful Completion of Debt Refinancing FLORHAM PARK, N.J., August 27, 2025 — Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company), today announced it has successfully completed a refinancing of its e

August 27, 2025 EX-10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, dated as of August 26, 2025 (this “Amendment”), is entered into by and among Conduent Business Services, LLC, a Delaware limited liability company (the “Lead Borrower”), Conduent State & Local Solutions, Inc., a New York corporation (the “CSLS Borrower”), Affiliated Computer Services International B.V., a pri

August 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 26, 2025 CONDUENT INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 26, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 6, 2025 EX-99.1

FY 2025

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Second Quarter 2025 Financial Results Key Q2 2025 Highlights •Revenue and Adj. Revenue(1): $754M •Pre-tax Income (Loss): $(38)M •Adj. EBITDA Margin(1): 4.9% •New Business Signings ACV(2): $150M •Net ARR Activity Metric(2) (TTM): $63M FLORHAM PARK, NJ, August 6,

August 6, 2025 EX-10.6AII

Form of APIP Share Award Agreement 2025 for CEO and CFO under the 2021 PIP.

Exhibit 10.6(a)(ii) APIP SHARE AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This APIP Share Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the 2025 APIP Target Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an e

August 6, 2025 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Giles Goodburn, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

August 6, 2025 EX-10.6AI

Form of APIP Share Award Agreement 2025 under the 2021 PIP.

Exhibit 10.6(a)(i) APIP SHARE AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This APIP Share Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the 2025 APIP Target Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an em

August 6, 2025 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

August 6, 2025 EX-99.2

August 06, 2025 Conduent Q2 2025 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securi

cndtq22025ex992-slidepre August 06, 2025 Conduent Q2 2025 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 06, 2025 CONDUENT INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 06, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

June 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 25, 2025 CONDUENT INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 25, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2025 CONDUENT INCORPORATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2025 CONDUENT INCORPORATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 7, 2025 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Giles Goodburn, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

May 7, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 02, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 7, 2025 EX-10.6(A)(III)

Form of Performance Stock Unit Award Agreement 2025 for CEO and CFO (Adjusted Revenue Growth CEO and CFO) under the 2021 PIP.

Exhibit 10.6(a)(iii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award S

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 7, 2025 EX-10.6(A)(I)

Form of Restricted Stock Unit Award Agreement 2025 under the 2021 PIP

Exhibit 10.6(a)(i) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), w

May 7, 2025 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 7, 2025 EX-99.1

FY 2025

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports First Quarter 2025 Financial Results Key Q1 2025 Highlights •Revenue and Adj. Revenue(1): $751M •Pre-tax Income (Loss): $(56)M •Adj. EBITDA Margin(1): 4.9% •New Business Signings ACV(2): $109M •Net ARR Activity Metric(2) (TTM): $116M FLORHAM PARK, NJ, May 7, 20

May 7, 2025 EX-99.2

May 07, 2025 Conduent Q1 2025 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securitie

May 07, 2025 Conduent Q1 2025 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

May 7, 2025 EX-10.6(A)(IV)

Form of Performance Stock Unit Award Agreement 2025 (rTSR) under the 2021 PIP.

Exhibit 10.6(a)(iv) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Su

May 7, 2025 EX-10.1

Letter Agreement dated May 16, 2024 between Conduent Incorporated and Michael McDaniel

EXHIBIT 10.1 Personal and Confidential May 16, 2024 Michael McDaniel Phoenix, AZ Dear Michael, We are pleased to extend you an offer of employment with Conduent Business Services, LLC as President, Commercial Solutions. You will report to Cliff Skelton at the Conduent office located at US – AZ – Remote, starting on July 17, 2024. As a full-time and exempt employee, your base salary will be $500,00

May 7, 2025 EX-10.6(A)(II)

Form of Performance Stock Unit Award Agreement 2025 (Adjusted Revenue Growth) under the 2021 PIP.

Exhibit 10.6(a)(ii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Su

April 14, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

April 8, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

February 19, 2025 EX-21

List of subsidiaries of Registrant.

EXHIBIT 21 SUBSIDIARIES OF CONDUENT INCORPORATED The following companies are subsidiaries of Conduent Incorporated as of December 31, 2024.

February 19, 2025 EX-10.4(F)

U.S. Executive Severance Policy, as amended

Exhibit 10.4(f) Executive Severance Policy Region/Country: United States Effective Date: February 18, 2025 Supersedes: Executive Severance Policy Dated: May 24, 2022 Scope Conduent Business Services, LLC and its subsidiaries provide this policy as a guide for level C11, C12 and CXL associates. This policy applies to all C11, C12 and CXL associates of Conduent Business Services, LLC and its subsidi

February 19, 2025 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 19, 2025 EX-10.4(B)

Executive Change in Control Severance Plan

Exhibit 10.4(b) CONDUENT INCORPORATED AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Article I Introduction The Board of Directors of Conduent Incorporated considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company (as hereinafter defined) and its shareholders. In this connection, the Company recognizes that, as wi

February 19, 2025 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe

February 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: Commission File Number 001-378

February 12, 2025 EX-99.1

FY 2025

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Fourth Quarter and Full Year 2024 Financial Results Key Q4 and Full Year 2024 Highlights •Revenue: Q4 $800M / FY $3,356M •Adj. Revenue(1): Q4 $800M / FY $3,176M •Pre-tax Income (Loss): Q4 $(82)M / FY $504M •Adj. EBITDA Margin(1): Q4 4.0% / FY 3.9% •New Business

February 12, 2025 EX-99.2

February 12, 2025 Conduent Q4 and Full Year 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in th

February 12, 2025 Conduent Q4 and Full Year 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

February 12, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 12, 2025 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 6, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 06, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 6, 2024 EX-99.2

November 06, 2024 Conduent Q3 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Secu

November 06, 2024 Conduent Q3 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

November 6, 2024 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

November 6, 2024 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

November 6, 2024 EX-99.1

FY 2024

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Third Quarter 2024 Financial Results Key Q3 2024 Highlights •Revenue: $807M •Adj. Revenue(1): $781M •Pre-tax Income: $159M •Adj. EBITDA Margin(1): 4.1% •New Business Signings ACV(2): $111M •Net ARR Activity Metric(2) (TTM): $46M FLORHAM PARK, NJ, November 6, 20

October 31, 2024 SC 13G

CNDT / Conduent Incorporated / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Conduent Inc (Name of Issuer) Common Stock (Title of Class of Securities) 206787103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

September 4, 2024 EX-99.1

Conduent Completes Sale of its Casualty Claims Solutions Business to MedRisk Sale aligns with Conduent’s strategy to streamline its portfolio, focusing on core capabilities and advancing synergistic growth.

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Completes Sale of its Casualty Claims Solutions Business to MedRisk Sale aligns with Conduent’s strategy to streamline its portfolio, focusing on core capabilities and advancing synergistic growth. FLORHAM PARK, N.J., Sept. 4, 2024 — Conduent Incorporated (Nasdaq: CNDT), a glob

September 4, 2024 EX-99.2

Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Information

Exhibit 99.2 Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Information Sale of Casualty Claims Solutions Business On May 3, 2024, Conduent Incorporated (“Conduent” or the “Company”), through its wholly owned subsidiary, Conduent Business Services, LLC, entered into a definitive agreement with CP VI Bella Blocker TopCo, LLC, a parent company of MedRisk (the “Buyer”), to

September 4, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 1, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

August 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 23, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 7, 2024 EX-99.2

August 07, 2024 Conduent Q2 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securi

August 07, 2024 Conduent Q2 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

August 7, 2024 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

August 7, 2024 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

August 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 7, 2024 EX-99.1

FY 2024

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Second Quarter 2024 Financial Results Key Q2 2024 Highlights •Revenue: $828M •Adj. Revenue(1): $811M •Pre-tax Income: $300M •Adj. EBITDA Margin(1): 3.6% •New Business Signings ACV(2): $142M •Net ARR Activity Metric(2) (TTM): $(49)M FLORHAM PARK, NJ, August 7, 2

August 7, 2024 EX-2.2

First Amendment to Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of March 7, 2024.

Exhibit 2.2 FIRST AMENDMENT TO CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of March 7, 2024 (the “Effective Date”), by and between HealthEquity, Inc., a Delaware corporation (“Buyer”) and Conduent Business Services, LLC, a Delaware limited liability company (“Seller”). WHEREAS, reference is ma

August 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 07, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

July 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 16, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

June 14, 2024 SC 13D/A

CNDT / Conduent Incorporated / DEASON DARWIN - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

June 10, 2024 EX-10.1

1. Purchase Agreement, dated June 8, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 10, 2024).

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2024, by and among Conduent Incorporated, a New York corporation (the “Company”), on the one hand, and Mr. Carl C. Icahn, an individual, and certain affiliated entities of Mr. Icahn that are signatories hereto and listed on Schedule A hereto (each such signatory hereto is referred to h

June 10, 2024 SC 13D/A

CNDT / Conduent Incorporated / ICAHN CARL C - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Conduent Incorporated (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 206787103 (CUSIP Number) Jesse Lynn, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Address and Telephone Num

June 10, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 8, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

June 10, 2024 EX-99.1

Conduent Repurchases Shares from Carl Icahn and Affiliates

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Repurchases Shares from Carl Icahn and Affiliates FLORHAM PARK, N.J., June 10, 2024 - Conduent Incorporated (Nasdaq: CNDT) (the “Company” or “Conduent”), a global technology-led business solutions and services company, today announced that it entered into and consummated a shar

May 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 14, 2024 EX-99.1

News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Completes Transfer of BenefitWallet HSA Portfolio to HealthEquity Conduent continues to offer a complete portfolio of Human Capital

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Completes Transfer of BenefitWallet HSA Portfolio to HealthEquity Conduent continues to offer a complete portfolio of Human Capital Solutions FLORHAM PARK, N.J., May 14, 2024 — Conduent Incorporated (Nasdaq: CNDT), a global technology-led business solutions and service

May 14, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 6, 2024 EX-99.1

Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Agreement to Sell its Casualty Claims Solutions Business to MedRisk Transaction expected to close the third quarter of 2024

News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.

May 6, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization) (

May 2, 2024 EX-10.6(A)(III)

Form of Performance Stock Unit Award Agreement 2024 (rTSR) under the 2021 PIP.

Exhibit 10.6(a)(iii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award S

May 2, 2024 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 2, 2024 EX-10.6(A)(I)

Form of Restricted Stock Unit Award Agreement 2024 under the 2021 PIP

Exhibit 10.6(a)(i) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), w

May 2, 2024 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 2, 2024 EX-10.6(A)(II)

Form of Performance Stock Unit Award Agreement 2024 (Adjusted Revenue Growth) under the 2021 PIP.

Exhibit 10.6(a)(ii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Su

May 1, 2024 EX-99.2

Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements Introduction Conduent Incorporated (“Conduent” or the “Company”) has previously disclosed its strategy to streamline its business to drive increased focus on its core capabilities and enable synergistic growth to create shareholder and client value. As part of this strategy, Conduent has entered into

May 1, 2024 EX-99.1

Conduent Completes Sale of its Curbside Management and Public Safety Businesses to Modaxo Sale demonstrates continued progress in Conduent’s strategy to streamline its portfolio to drive increased focus on its core capabilities and enable synergistic

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Completes Sale of its Curbside Management and Public Safety Businesses to Modaxo Sale demonstrates continued progress in Conduent’s strategy to streamline its portfolio to drive increased focus on its core capabilities and enable synergistic growth FLORHAM PARK, N.J., May 1, 20

May 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 01, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 30, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization

May 1, 2024 EX-99.1

FY 2024

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports First Quarter 2024 Financial Results Key Q1 2024 Highlights •Revenue: $921M •Pre-tax Income: $127M •Adj. EBITDA Margin(1): 7.5% •New business signings ACV(2): $99M •Net ARR Activity Metric(2) (TTM): $17M FLORHAM PARK, NJ, May 1, 2024 - Conduent (NASDAQ: CNDT),

May 1, 2024 EX-99.2

May 01, 2024 Conduent Q1 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securitie

May 01, 2024 Conduent Q1 2024 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

April 15, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization

April 3, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 3, 2024 ARS

2023 Annual Report Digital business solutions to enhance performance, experience and value Elevating client outcomes every day Looking ahead, our unwavering focus is to deliver better outcomes through improved performance, experience and value for ou

2023 Annual Report Digital business solutions to enhance performance, experience and value Elevating client outcomes every day Looking ahead, our unwavering focus is to deliver better outcomes through improved performance, experience and value for our clients by streamlining operations, reducing cost, elevating end-user experiences and enabling scale across their enterprises.

April 3, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 13, 2024 EX-99.1

Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements Introduction As previously announced on September 19, 2023, Conduent Incorporated ("Conduent" or the “Company”), by and through its wholly owned subsidiary, Conduent Business Services, LLC ("CBS"), entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") with HealthEq

March 13, 2024 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

February 21, 2024 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe

February 21, 2024 EX-19

Insider Trading Policy

Exhibit 19 Summary This Insider Trading Policy (this "Policy”) describes the standards of the Company on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information.

February 21, 2024 EX-21

List of subsidiaries of Registrant.

EXHIBIT 21 SUBSIDIARIES OF CONDUENT INCORPORATED The following companies are subsidiaries of Conduent Incorporated as of December 31, 2023.

February 21, 2024 EX-97

Conduent Incorporated Compensation Recoupment Policy, effective as of October 31, 2023

Exhibit 97 CONDUENT INCORPORATED COMPENSATION RECOUPMENT POLICY (Effective as of October 31, 2023) This document sets forth the terms and conditions of the Compensation Recoupment Policy (the “Policy”) of Conduent Incorporated (the “Company”).

February 21, 2024 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: Commission File Number 001-378

February 14, 2024 EX-99.2

February 14, 2024 Conduent Q4 and Full Year 2023 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in th

cndtq42023ex992-slidepre February 14, 2024 Conduent Q4 and Full Year 2023 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

February 14, 2024 EX-99.1

FY 2024

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Fourth Quarter and Full Year 2023 Financial Results Key Q4 and Full Year 2023 Highlights •Revenue and Adj. Revenue(1): Q4 $953M / FY $3,722M •Pre-tax Income (Loss): Q4 $(4)M / FY $(332)M •Adj. EBITDA Margin(1): Q4 10.8% / FY 10.2% •New business signings ACV(2):

February 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2024 CONDUENT INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2024 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

February 13, 2024 SC 13G/A

CNDT / Conduent Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0667-conduentinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Conduent Inc Title of Class of Securities: Common Stock CUSIP Number: 206787103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule p

February 12, 2024 SC 13G/A

CNDT / Conduent Incorporated / Neuberger Berman Group LLC Passive Investment

SC 13G/A 1 formsc13ga-02122024070213.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CONDUENT Inc (Name of Issuer) COMMON (Title of Class of Securities) 206787103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

December 28, 2023 EX-99.1

Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Agreement to Sell its Curbside Management and Public Safety Businesses to Modaxo Transaction expected to close in the first quarter of 2024

Exhibit 99.1 Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Agreement to Sell its Curbside Management and Public Safety Businesses to Modaxo Transaction expected to close in the first quarter of 2024 FLORHAM PARK, N.J., December 28, 2023 — Conduent Incorporated (Nasdaq: CNDT), a global technology-led business solutions and services comp

December 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2023 CONDUENT INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 28, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 CONDUENT INCORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizati

November 1, 2023 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

November 1, 2023 EX-3.2

Amended and Restated By-Laws of Registrant as amended through October 31, 2023.

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of CONDUENT INCORPORATED October 31, 2023 Table of Contents Page ARTICLE I MEETINGS OF SHAREHOLDERS 1 SECTION 1. Annual Meetings 1 SECTION 2. Special Meetings 1 SECTION 3. Place of Meetings 3 SECTION 4. Notice of Meetings 3 SECTION 5. Quorum and Adjourned Meetings 4 SECTION 6. Nominations and Business at Meetings 4 SECTION 7. Organization 9 SECTION 8. Votin

November 1, 2023 EX-99.2

November 01, 2023 Conduent Q3 2023 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Secu

November 01, 2023 Conduent Q3 2023 Financial Results 2 Forward-Looking Statements This document, any exhibits or attachments to this document, and other public statements we make may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

November 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 01, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 1, 2023 EX-99.1

FY 2023

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Third Quarter 2023 Financial Results Key Q3 2023 Highlights •Revenue and Adj. Revenue(1): $932M •Pre-tax Income (Loss): $(313)M •Adj. EBITDA Margin(1): 9.9% •New business signings ACV(2): $154M •Net ARR Activity Metric(2) (TTM): $103M FLORHAM PARK, NJ, November

November 1, 2023 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

November 1, 2023 EX-10.1

Form of Director and Officer Indemnification Agreement

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of , 20 (this “Agreement”) and is between Conduent Incorporated, a New York corporation (the “Company”), and (“Indemnitee”). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons wi

September 19, 2023 EX-99.1

Conduent’s BenefitWallet HSA Portfolio Moving to HealthEquity

Exhibit 99.1 Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com ................................................................................................................... Conduent’s BenefitWallet HSA Portfolio Moving to HealthEquity FLORHAM PARK, N.J., and Draper, UT, September 18, 2023 – Conduent Incorporated (Nasdaq: CNDT) (the "Company”), a global

September 19, 2023 EX-2.1

Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of September 18, 2023.

Exhibit 2.1 CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT by and between CONDUENT BUSINESS SERVICES, LLC and HEALTHEQUITY, INC. dated as of September 18, 2023 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Definitions 1 Article II Sale and Purchase 12 Section 2.1 Sale and Purchase 12 Section 2.2 Excluded Assets 12 Section 2.3 Assumed Liabilities 12 Section 2.4 Excluded Liabilities 12

September 19, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organiza

August 2, 2023 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

August 2, 2023 EX-99.2

August 01, 2023 Conduent Q2 2023 Financial Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “ex

August 01, 2023 Conduent Q2 2023 Financial Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 2, 2023 EX-99.1

FY 2023

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Second Quarter 2023 Financial Results Key Q2 2023 Highlights •Revenue and Adj. Revenue(1): $915M •Pre-tax Income (Loss): $(7)M •Adj. EBITDA Margin(1): 10.2% •New business signings ACV(2): $208M •Net ARR Activity Metric(2) (TTM): $137M FLORHAM PARK, NJ, August 2

August 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 02, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 2, 2023 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 CONDUENT INCORPORATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 16, 2023 CONDUENT INCORPORATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 16, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 16, 2023 EX-99.1

News from Conduent

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces $75 Million Share Repurchase Program FLORHAM PARK, N.J., May 16, 2023 – Conduent Incorporated (Nasdaq: CNDT) (the "Company”), a global technology-led business solutions and services company, today announced that its board of directors has approved a share rep

May 3, 2023 EX-99.2

May 3, 2023 Conduent Q1 2023 Financial Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect

slidesforupload May 3, 2023 Conduent Q1 2023 Financial Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

May 3, 2023 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 3, 2023 EX-99.1

FY 2023

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports First Quarter 2023 Financial Results Key Q1 2023 Highlights •Revenue and Adj. Revenue(1): $922M •Pre-tax Income (Loss): $(8)M •Adj. EBITDA Margin(1): 9.8% •New business signings ACV(2): $125M •Net ARR Activity Metric(2) (TTM): $108M FLORHAM PARK, NJ, May 3, 202

May 3, 2023 EX-10.6(A)(II)

Form of Performance Stock Unit Award Agreement 2023 (Revenue Growth) under the 2021 PIP.

Exhibit 10.6(a)(ii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Su

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 03, 2023 CONDUENT INCORPORATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 03, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 3, 2023 EX-10.6(A)(I)

Form of Restricted Stock Unit Award Agreement 2023 under the 2021 PIP.

Exhibit 10.6(a)(i) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), w

May 3, 2023 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

May 3, 2023 EX-10.6(A)(III)

Form of Performance Stock Unit Award Agreement 2023 (rTSR) under the 2021 PIP.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

April 11, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 11, 2023 ARS

2022 Annual Report Enhancing performance, experience and value Focused on client success As a result of operational excellence, increased efficiencies and an award- winning culture, Conduent is poised to deepen its focus on client success and revenue

ARS 1 conduent-2022xannualxrep.htm ARS 2022 Annual Report Enhancing performance, experience and value Focused on client success As a result of operational excellence, increased efficiencies and an award- winning culture, Conduent is poised to deepen its focus on client success and revenue growth while sustaining our foundation. Cliff Skelton To my fellow shareholders, In 2022, we completed Conduen

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 30, 2023 CONDUENT INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 30, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization

March 30, 2023 EX-99.1

March 30, 2023 Conduent Investor Briefing March 30, 2023 2 Cautionary Statements Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,

investorevent2023vf March 30, 2023 Conduent Investor Briefing March 30, 2023 2 Cautionary Statements Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

February 22, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: Commission File Number 001-378

February 22, 2023 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe

February 22, 2023 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 22, 2023 EX-21

List of subsidiaries of Registrant.

EXHIBIT 21.1 SUBSIDIARIES OF CONDUENT INCORPORATED The following companies are subsidiaries of Conduent Incorporated as of December 31, 2022. Unless otherwise noted, a subsidiary is a company in which Conduent Incorporated or a subsidiary of Conduent Incorporated holds 50% or more of the voting stock. The names of other subsidiaries have been omitted as they would not, if considered in the aggrega

February 14, 2023 EX-99.2

February 14, 2023 Conduent Q4 and Full Year 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”

February 14, 2023 Conduent Q4 and Full Year 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

February 14, 2023 EX-99.1

$3,700M - $3,800M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Fourth Quarter and Full Year 2022 Financial Results Key Q4 and Full Year 2022 Highlights •Results continue to be consistent with expectations despite the economic uncertainty •Revenue: Q4 $986M / FY $3,858M •Adj. Revenue(1): Q4 $986M / FY $3,851M •Pre-tax Incom

February 14, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2023 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

February 10, 2023 SC 13G/A

CNDT / Conduent Inc / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CONDUENT INC (Name of Issuer) COMMON (Title of Class of Securities) 206787103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 9, 2023 SC 13G/A

CNDT / Conduent Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Conduent Inc. Title of Class of Securities: Common Stock CUSIP Number: 206787103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

November 1, 2022 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

November 1, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 01, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 1, 2022 EX-99.1

$3,850M - $3,950M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Reports Third Quarter 2022 Financial Results Key Q3 2022 Highlights •Results consistent with expectations •Revenue and Adj. Revenue(1): $977M •Pre-tax Income: $23M •Adj. EBITDA Margin(1): 10.7% •New business signings ACV(2): $191M •Annual Recurring Revenue (ARR) signin

November 1, 2022 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

November 1, 2022 EX-99.2

November 1, 2022 Conduent Q3 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “ex

cndtq32022ex992-slidepre November 1, 2022 Conduent Q3 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

November 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

August 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 02, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 2, 2022 EX-99.2

August 2, 2022 Conduent Q2 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expe

August 2, 2022 Conduent Q2 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

August 2, 2022 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

August 2, 2022 EX-99.1

$3,850M - $3,950M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Second Quarter 2022 Financial Results Key Q2 2022 Highlights •Results consistent with expectations •Not separating Transportation business •Revenue and Adj. Revenue(1): $928M •Pre-tax Income: $5M •Adj. EBITDA Margin(1): 9.4% •Annual Contract Value (ACV)(2): $

August 2, 2022 EX-10.1

U.S. Executive Severance Policy, as amended

EX-10.1 2 ex101usexecseverance.htm EX-10.1 Exhibit 10.1 Executive Severance Policy Region/Country: United States Effective Date: May 24, 2022 Supersedes: Executive Severance Policy Dated: December 1, 2021 Scope Conduent Business Services, LLC and its subsidiaries provide this policy as a guide for level C11, C12 and CXL associates. This policy applies to all C11, C12 and CXL associates of Conduent

August 2, 2022 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 31, 2022 EX-99.2

STIPULATION OF SETTLEMENT

Exhibit 99.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE CONDUENT INCORPORATED STOCKHOLDER DERIVATIVE LITIGATION Lead Case No. 1:20-cv-10964-MKV (consolidated with No. 1:21-cv-00239-MKV) This Document Relates To: ALL ACTIONS. STIPULATION OF SETTLEMENT STIPULATION OF SETTLEMENT This Stipulation of Settlement, dated February 16, 2022 (?Stipulation? or ?Settlement?), is made and

May 31, 2022 EX-99.1

2

Exhibit 99.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE CONDUENT INCORPORATED STOCKHOLDER DERIVATIVE LITIGATION Lead Case No. 1:20-cv-10964-MKV (consolidated with No. 1:21-cv-00239-MKV) This Document Relates To: ALL ACTIONS. EX. A-1 - NOTICE OF PROPOSED DERIVATIVE SETTLEMENT TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF CONDUENT INCORPORATED (?CONDUENT?

May 31, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization)

May 3, 2022 EX-10.6(A)(IX)

Form of Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Exhibit 10.6(a)(ix) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TOCONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (?Agreement?) is made by Conduent Incorporated, a New York corporation (the ?Company?), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the ?Employee?), w

May 3, 2022 EX-99.2

May 3, 2022 Conduent Q1 2022 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,

May 3, 2022 Conduent Q1 2022 Earnings Results 2 Forward-Looking Statements This document contains ?forward-looking statements? as defined in the Private Securities Litigation Reform Act of 1995.

May 3, 2022 EX-99.1

$3,825M - $3,975M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces First Quarter 2022 Financial Results Key Q1 2022 Highlights ?Revenue: $967M ?Adj. Revenue(1): $960M ?Net Income: $136M ?Adj. EBITDA Margin(1): 11.1% ?Annual Contract Value (ACV)(2): $167M ?Annual Recurring Revenue (ARR) signings: $107M ?Total Contract Value (

May 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 3, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization) (

May 3, 2022 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 3, 2022 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

May 3, 2022 EX-10.6(A)(X)

Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Exhibit 10.6(a)(x) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (?Agreement?) is made by Conduent Incorporated, a New York corporation (the ?Company?), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Sum

April 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d290163ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

February 23, 2022 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a)

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 23, 2022 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a)

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe

February 23, 2022 EX-21.1

List of subsidiaries of Registrant

EXHIBIT 21.1 SUBSIDIARIES OF CONDUENT INCORPORATED The following companies are subsidiaries of Conduent Incorporated as of December 31, 2021. Unless otherwise noted, a subsidiary is a company in which Conduent Incorporated or a subsidiary of Conduent Incorporated holds 50% or more of the voting stock. The names of other subsidiaries have been omitted as they would not, if considered in the aggrega

February 23, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: Commission File Number 001-378

February 16, 2022 EX-99.2

February 16, 2022 Conduent Q4 and Full Year 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”

cndtq42021ex992-slidesfo February 16, 2022 Conduent Q4 and Full Year 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

February 16, 2022 EX-99.1

$3,825M - $3,975M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Fourth Quarter and Full Year 2021 Financial Results Key Q4 and Full Year 2021 Highlights ?Revenue: Q4 $1,048M / FY $4,140M ?Adj. EBITDA Margin(1): Q4 10.9% / FY 11.8% ?Annual Recurring Revenue (ARR) signings: Q4 $111M / FY $408M ?Total Contract Value (TCV) ne

February 16, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 16, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

February 14, 2022 EX-99.2

Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements

EXHIBIT 99.2 Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements Introduction On December 29, 2021 Conduent Business Services, LLC, a wholly owned subsidiary of Conduent Incorporated (?Conduent? or the ?Company?), entered into a definitive agreement with Symplr Software, Inc., (?Buyer?) pursuant to which Conduent agreed to sell its Midas suite of patient safety, q

February 14, 2022 EX-99.1

Conduent Completes Sale of its Midas Suite of Solutions to symplr Sale ties to Conduent’s ongoing strategy to focus on synergies within its portfolio to enhance shareholder and client value Conduent will continue to offer a range of solutions serving

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Completes Sale of its Midas Suite of Solutions to symplr Sale ties to Conduent?s ongoing strategy to focus on synergies within its portfolio to enhance shareholder and client value Conduent will continue to offer a range of solutions serving the healthcare industry FLORHAM PARK

February 14, 2022 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 8, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizati

February 11, 2022 SC 13G

CNDT / Conduent Inc / Neuberger Berman Group LLC - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* CONDUENT INC (Name of Issuer) COMMON (Title of Class of Securities) 206787103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

February 9, 2022 SC 13G/A

CNDT / Conduent Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Conduent Inc. Title of Class of Securities: Common Stock CUSIP Number: 206787103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

January 4, 2022 EX-99.1

Conduent Announces Agreement to Sell its Midas Suite of Solutions to symplr Transaction expected to close in the first quarter of 2022 Companies to focus on seamless transition for clients and associates

Exhibit 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Announces Agreement to Sell its Midas Suite of Solutions to symplr Transaction expected to close in the first quarter of 2022 Companies to focus on seamless transition for clients and associates FLORHAM PARK, N.J., January 4, 2022 ? Conduent Incorporated (Nasdaq: CNDT), a busin

January 4, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 4, 2022 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 4, 2021 EX-99.1

$4,100M - $4,175M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Third Quarter Financial Results Key Q3 2021 Highlights ?Revenue: $1,038M ?Adj. EBITDA Margin(1): 12.5% ?Q3 2021 Total Contract Value (TCV) new business signings of $344M, $1,475M YTD ?Q3 2021 Annual Recurring Revenue (ARR) signings of $87M, $297M YTD ?Net ARR

November 4, 2021 EX-10.6(F)

Credit Agreement, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

EXHIBIT 10.6(f) DEAL CUSIP: 20679MAD1 REVOLVER CUSIP: 20679MAE9 TERM LOAN A CUSIP: 20679MAF6 TERM LOAN B CUSIP: 20679MAG4 Execution Version CREDIT AGREEMENT Dated as of October 15, 2021, among CONDUENT INCORPORATED, as Holdings, CONDUENT BUSINESS SERVICES, LLC, as the Lead Borrower, CONDUENT STATE & LOCAL SOLUTIONS, INC., as CSLS Borrower, AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., as Dutch

November 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizati

November 4, 2021 EX-99.2

November 4, 2021 Conduent Q3 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “ex

November 4, 2021 Conduent Q3 2021 Earnings Results 2 Forward-Looking Statements This document contains ?forward-looking statements? as defined in the Private Securities Litigation Reform Act of 1995.

November 4, 2021 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

November 4, 2021 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

November 4, 2021 EX-4.4(G)

Indenture, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Business Services International, B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Exhibit 4.4(g) Execution Version INDENTURE Dated as of October 15, 2021 Among CONDUENT INCORPORATED, as Holdings, and CONDUENT BUSINESS SERVICES, LLC and CONDUENT STATE & LOCAL SOLUTIONS, INC. as Issuers, and the Guarantors named herein U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INC

October 18, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 15, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission

October 18, 2021 EX-99.1

Conduent Announces Closing of Refinance of its Existing Term Loans and Revolving Facility

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com Conduent Announces Closing of Refinance of its Existing Term Loans and Revolving Facility FLORHAM PARK, N.J., October 18, 2021 ? Conduent Incorporated (Nasdaq: CNDT), a business process services and solutions company (the ?Company?), today announced it has successfully completed its pre

October 8, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission F

October 5, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 5, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

September 16, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 16, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organiza

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 5, 2021 EX-10.6.(A)(X)

Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.

EX-10.6.(A)(X) 5 ex106axconduent-rsuawardag.htm EX-10.6.(A)(X) Exhibit 10.6(a)(x) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individ

August 5, 2021 EX-10.6(A)(XI)

Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the 2021 PIP.

Exhibit 10.6(a)(xi) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Su

August 5, 2021 EX-99.1

$4,100M - $4,175M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Achieves Record Quarter of Year-over-Year Revenue Growth and New Business Signings Key Q2 2021 Highlights ?Revenue: $1,026M; up 1.0% Yr/Yr ?Adj. EBITDA Margin(1): 12.5%; up 170 bps Yr/Yr ?Strong financial performance achieving significant milestones, including Yr/Yr re

August 5, 2021 EX-10.6(A)(XII)

Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the 2021 PIP.

Exhibit 10.6(a)(xii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (?Agreement?) is made by Conduent Incorporated, a New York corporation (the ?Company?), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award S

August 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization

August 5, 2021 EX-10.6(A)(XIII)

Form of Agreement for Non-Employee Directors under 2021 PIP.

Exhibit 10.6(a)(xiii) AGREEMENT FOR NON-EMPLOYEE DIRECTORS PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN AGREEMENT, by Conduent Incorporated, a New York corporation (the "Company"), dated as of the date which appears as the "Date of Agreement and Award" in the Award Summary attached hereto (the "Award Summary") in favor of the individual whose name appears on the Award Summary,

August 5, 2021 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

August 5, 2021 EX-99.2

August 5, 2021 Conduent Q2 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expe

August 5, 2021 Conduent Q2 2021 Earnings Results 2 Forward-Looking Statements This document contains ?forward-looking statements? as defined in the Private Securities Litigation Reform Act of 1995.

August 5, 2021 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Stephen Wood, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re

June 15, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CONDUENT INCORPORATED

Registration File No. 333-215361 As filed with the Securities and Exchange Commission on June 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 81-2983623 (State or other jurisdiction of inc

June 15, 2021 EX-23.B

Consent of PricewaterhouseCoopers LLP

EX-23.B Exhibit 23.B CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Conduent Incorporated of our report dated February 24, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Conduent Inc

June 15, 2021 S-8

As filed with the Securities and Exchange Commission on June 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CONDUENT INCORPORATED (Exact name of registrant a

Registration File No. 333- As filed with the Securities and Exchange Commission on June 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 81-2983623 (State or other jurisdiction of incorporation or organization) (I.R.S

June 15, 2021 EX-23.B

Consent of PricewaterhouseCoopers LLP

EX-23.B Exhibit 23.B CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement on Form S-8 of Conduent Incorporated of our report dated February 24, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, w

May 27, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission File

May 26, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission File

May 21, 2021 EX-99.1

# # #

EX-99.1 2 d182978dex991.htm EX-99.1 Exhibit 99.1 Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.c Conduent Announces Intent to Refinance its Existing Term Loans and Revolving Facility FLORHAM PARK, N.J., May 21, 2021 — Conduent Incorporated (Nasdaq: CNDT), a business process services and solutions company, today announced its intention to replace its existing term loa

May 21, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 21, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission File

May 5, 2021 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

May 5, 2021 EX-99.1

$4,050M - $4,150M

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Strong First Quarter Financial Results and CFO Succession Key Q1 2021 Highlights ?Revenue: $1,028M; down (2.2)% Yr/Yr ?Adj. EBITDA Margin(1): 11.2%; up 210 bps Yr/Yr ?Financial performance was above internal and external expectations, driven by Government Pay

May 5, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organization) (

May 5, 2021 EX-10.(6)(A)(VI)

Form of Restricted Stock Unit Award Agreement 2021 under the PIP.

EX-10.(6)(A)(VI) 3 ex106avi-formofrsuawardagr.htm EX-10.(6)(A)(VI) EXHIBIT 10.6(a)(vi) RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individ

May 5, 2021 EX-10.(6)(A)(VIII)

Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the PIP.

EX-10.(6)(A)(VIII) 4 ex106aviii-formofprsuaward.htm EX-10.(6)(A)(VIII) EXHIBIT 10.6(a)(viii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as

May 5, 2021 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Brian J. Webb-Walsh, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

May 5, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

May 5, 2021 EX-10.(6)(A(VIII)

Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the PIP.

EX-10.(6)(A(VIII) 2 ex106avii-formofprsuawarda.htm EX-10.(6)(A(VIII) EXHIBIT 10.6(a)(vii) PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as def

May 5, 2021 EX-99.2

May 5, 2021 Conduent Q1 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,

EX-99.2 4 cndtq12021ex992-slidepre.htm EX-99.2 May 5, 2021 Conduent Q1 2021 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "if,”

May 5, 2021 EX-10.1

Letter Agreement dated May 5, 2021, between Registrant and Stephen Wood

EXHIBIT 10.1 Dear Steve, Congratulations on your promotion to Chief Financial Officer reporting to me starting on June 14, 2021. As an, exempt employee, your base salary will be $450,000 per annum, paid semi-monthly (paid one week in arrears). You will be eligible to participate in the Annual Performance Incentive Plan (APIP) with a target bonus equal to 75% of your base salary. For calendar year

April 9, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 9, 2021 DEF 14A

Definitive Proxy Statement for its 2021 Annual Meeting of Shareholders

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 2, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation) (Commission Fil

February 24, 2021 EX-21.1

List of subsidiaries of Registrant

EX-21.1 3 cndt-123120xex211.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF CONDUENT INCORPORATED The following companies are subsidiaries of Conduent Incorporated as of December 31, 2020. Unless otherwise noted, a subsidiary is a company in which Conduent Incorporated or a subsidiary of Conduent Incorporated holds 50% or more of the voting stock. The names of other subsidiaries have been omitted as they

February 24, 2021 EX-10.6(D)(III)

Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

EXHIBIT 10.6(d)(iii) February 23, 2021 Mr. Clifford Skelton c/o Conduent 100 Campus Drive, Suite 200 Florham Park, NJ 07932 Dear Cliff: I am pleased to present to you modified terms to your compensation. Reference is made to: (i) the offer letter, dated May 21, 2019, between Conduent Incorporated (?Conduent?) and you (the ?Offer Letter?), (ii) the promotion letter, dated August 6, 2019, between Co

February 24, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: Commission File Number 001-378

February 24, 2021 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a)

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 24, 2021 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a)

EXHIBIT 31(b) CFO CERTIFICATIONS I, Brian Webb-Walsh, certify that: 1.I have reviewed this Annual Report on Form 10-K of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 18, 2021 EX-99.2

February 18, 2021 Conduent Q4 and Full Year 2020 Earnings Results 2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”

February 18, 2021 Conduent Q4 and Full Year 2020 Earnings Results 2 Forward-Looking Statements This document contains ?forward-looking statements? as defined in the Private Securities Litigation Reform Act of 1995.

February 18, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 18, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

February 18, 2021 EX-99.1

$480M / 11.5%

EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Announces Strong Fourth Quarter and Full Year 2020 Financial Results Key Highlights •Revenue and Adjusted EBITDA margin at top-end of initial 2020 outlook, despite COVID headwinds. •Adjusted EBITDA margin improved year-over-year driven by business mix and efficient exe

February 16, 2021 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 Conduent Incorporat

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Conduent Inc. Title of Class of Securities: Common Stock CUSIP Number: 206787103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

February 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 3, 2021 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizati

December 23, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 18, 2020 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 6, 2020 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

November 6, 2020 EX-31.B

Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(b) CFO CERTIFICATIONS I, Brian J. Webb-Walsh, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

November 6, 2020 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 05, 2020 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organiz

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 6, 2020 EX-99.1

FY 2020 Outlook Exhibit 99.1 FY 2020 Initial Guidance $ in Millions Current (Provided on Q4 2019 FY 2020 Outlook Earnings Call)3 Adj. Revenue(1) Down (6.0) - (8.0)% Down (6.4) - (7.4)% Adj. EBITDA / Adj. EBITDA Margin(1,2) 10.5 - 11.5% 11.25 - 11.75%

cndtexbit991-updatedfy20 FY 2020 Outlook Exhibit 99.1 FY 2020 Initial Guidance $ in Millions Current (Provided on Q4 2019 FY 2020 Outlook Earnings Call)3 Adj. Revenue(1) Down (6.0) - (8.0)% Down (6.4) - (7.4)% Adj. EBITDA / Adj. EBITDA Margin(1,2) 10.5 - 11.5% 11.25 - 11.75% Adj. Free Cash Flow(2) as % of Adj. EBITDA 15 - 20% ~20% (1) Refer to Appendix for complete Non-GAAP reconciliations of Adju

November 5, 2020 EX-99.2

November 5, 2020 Conduent Q3 2020 Earnings Results Cautionary Statements Forward-Looking Statements This document contains “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncert

cndtq32020ex992-slidepre November 5, 2020 Conduent Q3 2020 Earnings Results Cautionary Statements Forward-Looking Statements This document contains “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.

November 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 05, 2020 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizat

November 5, 2020 EX-99.1

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

EX-99.1 2 cndtq32020ex991-pressrelea.htm EX-99.1 EXHIBIT 99.1 News from Conduent Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 www.conduent.com Conduent Progress Continues with Strong Third Quarter 2020 Financial Results and New Business Signings Key Highlights •Revenue and Adjusted EBITDA results well-above expectations •Strong New Business signings ◦Total Contract Valu

September 10, 2020 8-K

Regulation FD Disclosure - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 10, 2020 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organiza

August 18, 2020 SC 13D/A

CNDT / Conduent / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Conduent Incorporated (Name of Issuer) common stock, $0.01 par value (Title of Class of Securities) 206787103 (CUSIP Number) Jesse Lynn, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Address and Telephone Numb

August 18, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 18, 2020 CONDUENT INCORPORATED (Exact name of registrant as specified in its charter) New York 001-37817 81-2983623 (State or other jurisdiction of incorporation or organizatio

August 7, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

August 7, 2020 EX-31.A

Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31(a) CEO CERTIFICATIONS I, Clifford Skelton, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Conduent Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

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