CONDUENT Inc
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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FY2024 · Filed Feb 19, 2025
CNDT$1.39-2.5%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
Table of Contents
EXHIBIT INDEX
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Description · Filed Herewith · Form · Exhibit No. · Filing Date | ||||
| 2.1 | Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of September 18, 2023. | 8-K | 2.1 | 9/19/2023 |
| 2.2 | First Amendment to Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of March 7, 2024. | 10-Q | 2.2 | 8/7/2024 |
| 3.1 | Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016. | 8-K | 3.1 | 12/23/2016 |
| 3.2 | Amended and Restated By-Laws of Registrant as amended through October 31, 2023. | 10-Q | 3.2 | 11/1/2023 |
| 4.1 | 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. | 10-Q | 4.4(g) | 11/4/2021 |
| 4.2 | Description of Securities. | 10-K | 4.2 | 2/26/2020 |
| 10.1 | 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. | 10-Q | 10.6(f) | 11/14/2021 |
| 10.2(a) | Joinder Agreement to Agreement, dated December 31, 2016, among Conduent Incorporated, Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn. | 8-K | 10.6 | 1/3/2017 |
| 10.2(b) | Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn. | Amend-ment 1 to Form 10 | 10.6 | 8/15/2016 |
| 10.3(a) | Exchange Agreement dated October 27, 2016 by and among Darwin A. Deason, Conduent Incorporated and Xerox Corporation. | Amend-ment 5 to Form 10 | 10.14 | 10/28/2016 |
| 10.3(b) | Shareholders Agreement dated December 18, 2018 by and between Darwin Deason and Conduent Incorporated. | 8-K | 10.1 | 12/18/2018 |
| *10.4(a)(i) | Form of Restricted Stock Unit Award Agreement 2020 under the PIP. | 10-Q | 10.6(a)(vi) | 5/8/2020 |
| *10.4(a)(ii) | Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP. | 10-Q | 10.6(a)(vii) | 5/8/2020 |
| *10.4(a)(iii) | Registrant’s 2021 Performance Incentive Plan (“2021 PIP”). | DEF 14A | Annex A | 4/9/2021 |
| *10.4(a)(iv) | Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP. | 10-Q | 10.6(a)(x) | 8/5/2021 |
| *10.4(a)(v) | Form of Performance Stock Unit Award Agreement 2021 ("Revenue Metric") under the 2021 PIP. | 10-Q | 10.6(a)(xi) | 8/5/2021 |
| *10.4(a)(vi) | Form of Performance Stock Unit Award Agreement 2021 ("Share Hurdle Metric") under the 2021 PIP. | 10-Q | 10.6(a)(xii) | 8/5/2021 |
| *10.4(a)(vii) | Form of Restricted Stock Unit Award Agreement 2022 under the 2021 PIP | 10-Q | 10.6(a)(ix) | 5/3/2022 |
Table of Contents
| *10.4(a)(viii) | Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP | 10-Q | 10.6(a)(x) | 5/3/2022 | |
| *10.4(a)(ix) | Form of Agreement for Non-Employee Directors under 2021 PIP. | 10-Q | 10.6(a)(xiii) | 8/5/2021 | |
| *10.4(a)(x) | Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”). | Registration Statement on Form S-8 (No. 333-215361) | 4.4 | 12/29/2016 | |
| *10.4(a)(xi) | Form of Restricted Stock Unit Award Agreement 2023 under the 2021 PIP. | 10-Q | 10.6(a)(i) | 5/3/2023 | |
| *10.4(a)(xii) | Form of Performance Stock Unit Award Agreement 2023 (Revenue Growth) under the 2021 PIP. | 10-Q | 10.6(a)(ii) | 5/3/2023 | |
| *10.4(a)(xiii) | Form of Performance Stock Unit Award Agreement 2023 (rTSR) under the 2021 PIP. | 10-Q | 10.6(a)(iii) | 5/3/2023 | |
| *10.4(a)(xiv) | Form of Restricted Stock Unit Award Agreement 2024 under the 2021 PIP | 10-Q | 10.6(a)(i) | 5/2/2024 | |
| *10.4(a)(xv) | Form of Performance Stock Unit Award Agreement 2024 (Adjusted Revenue Growth) under the 2021 PIP. | 10-Q | 10.6(a)(ii) | 5/2/2024 | |
| *10.4(a)(xvi) | Form of Performance Stock Unit Award Agreement 2024 (rTSR) under the 2021 PIP. | 10-Q | 10.6(a)(iii) | 5/2/2024 | |
| *10.4(b) | Registrant's Amended and Restated Executive Change in Control Severance Plan. | X | |||
| *10.4(c)(i) | Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements. | 8-K | 10.6(h) | 5/28/2019 | |
| 10.4(c)(ii) | Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements. | 8-K | 10.6(j) | 8/7/2019 | |
| *10.4(c)(iii) | Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements. | 10-K | 10.6(e)(ii) | 2/26/2020 | |
| *10.4(c)(iv) | Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements. | 10-K | 10.6(d)(iii) | 2/24/2021 | |
| *10.4(d) | Letter Agreement dated May 5, 2021 between Conduent Incorporated and Stephen Wood regarding compensation arrangements. | 8-K | 10.1 | 5/5/2021 | |
| *10.4(e) | Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz. | 10-K | 10.6(i) | 2/26/2020 | |
| *10.4(f) | U.S. Executive Severance Policy, as amended | X | |||
| *10.4(g) | Form of Director and Officer Indemnification Agreement | 10-Q | 10.1 | 11/1/2023 | |
| 10.5 | Purchase Agreement dated June 8, 2024, among the Company and the Icahn Parties. | 8-K | 10.1 | 6/10/2024 | |
| 19 | Insider Trading Policy | 10-K | 19 | 2/21/2024 | |
| 21 | List of subsidiaries of Registrant. | X | |||
| 23 | Consent of PricewaterhouseCoopers LLP. | X | |||
| 31(a) | Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). | X | |||
| 31(b) | Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). | X | |||
| 32** | Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | Conduent Incorporated Compensation Recoupment Policy, effective as of October 31, 2023 | 10-K | 97 | 2/21/2024 | |
Table of Contents
| 101 | The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * Indicates management contract or compensatory plan or arrangement. | |
|---|---|
| ** Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. | |
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