What the changes say
- No new risks were added; cybersecurity and credit-rating risks were removed.
- The risk section now highlights CEO transition execution, naming Harsha V. Agadi’s January 2026 appointment.
- Privacy coverage expressly adds various state privacy laws.
- Technology modernization reports most infrastructure consolidated into two primary data centers, with improved speed, redundancy and stability.
What changed since the prior 10-K
Dropped
- DroppedLegal, Compliance and Data Security Risks
Our data systems, information systems and network infrastructure may be subject to hacking or other cybersecurity threats and other service interruptions, which could expose us to liability, impair our reputation or temporarily render us unable to fulfill our service obligations under our contracts
- DroppedFinancial Risks
The failure to obtain or maintain a satisfactory credit rating and financial performance could adversely affect our liquidity, capital position, borrowing costs, access to capital markets and our need or ability to post surety or performance bonds to support clients’ contracts
Reworded
- 69% rewrittenLegal, Compliance and Data Security Risks
We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable information and personal health information, and failure to comply with those laws, whether or not inadvertent, could subject us to legal actions and negatively impact our operations
Adds various state privacy laws to the existing HIPAA and GDPR compliance risk.
- 62% rewrittenFinancial Risks
The terms of our indebtedness may restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations
Keeps restrictive debt covenants but updates examples of restricted transactions, including entering transactions with other parties.
- 40% rewrittenBusiness, Economic, Market and Operational Risks
We cannot guarantee that our stock repurchase program will enhance long-term stockholder value. Repurchases could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance
Updates the repurchase authorization from a completed $75 million program to a new three-year program for up to $50 million.
Was: We cannot guarantee that our stock repurchase program, although fully utilized to the full value approved, will enhance long-term stockholder value. Repurchases could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance
- 37% rewrittenBusiness, Economic, Market and Operational Risks
The loss of key senior management or the failure to attract and retain necessary technical personnel and qualified subcontractors could materially adversely affect our results of operations and financial condition
Adds that strategy depends on the CEO transition, identifying Harsha V. Agadi’s January 16, 2026 appointment after Clifford Skelton’s departure.
- 33% rewrittenBusiness, Economic, Market and Operational Risks
Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business
Removes specific references to climate change, emissions, human rights and diversity, while adding investment, third-party, data and regulatory uncertainties.
- 27% rewrittenFinancial Risks
We have recorded significant goodwill impairment charges and may be required to record additional charges to future earnings if our goodwill or intangible assets become impaired
No substantive change; the risk still concerns potential additional goodwill or intangible-asset impairment charges.
- 21% rewrittenBusiness, Economic, Market and Operational Risks
The Company’s business, operating results and reputation may be negatively impacted by failures or delays in our efforts to modernize our information technology infrastructure and to consolidate to fewer data centers
Adds that most technology infrastructure has been consolidated into two primary data centers, improving processing speed, redundancy, stability and client performance.
All 29 risk factors
Headings as the filing states them, in filing order.
Business, Economic, Market and Operational Risks
- 01Our government contracts are subject to appropriation of funds, termination rights, audits and investigations, which, if exercised, could negatively impact our reputation and reduce our ability to compete for new contracts
- 02The markets in which we operate are highly competitive, and we might not be able to compete effectively
- 03Our ability to recover capital and other investments in connection with our contracts is subject to risk
- 04Our business may be adversely affected by geopolitical events and geopolitical tensions, macroeconomic conditions, natural disasters and other factors that could directly impact certain of our employees, customers and vendors in countries or regions effected by such events and factors
- 05Our results of operations and financial condition may be materially adversely affected by conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes
- 06Failure to deliver on our contractual obligations properly and on time could materially adversely affect our results of operations and financial condition
- 07Our business is dependent on continued interest in outsourcing
- 08We may be subject to claims of infringement of third-party intellectual property rights which could adversely affect our results of operation and financial condition
- 09If we underestimate the scope of work or the costs entailed in performing our contracts, or if we do not fully perform our contracts, our results of operations and financial condition could be materially adversely affected
- 10The loss of key senior management or the failure to attract and retain necessary technical personnel and qualified subcontractors could materially adversely affect our results of operations and financial condition37% rewritten
- 11If we fail to successfully develop new service offerings, including new technology components, and protect our intellectual property rights, we may be unable to retain current customers and gain new customers and our revenues would decline
- 12The Company’s business, operating results and reputation may be negatively impacted by failures or delays in our efforts to modernize our information technology infrastructure and to consolidate to fewer data centers21% rewritten
- 13Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business33% rewritten
- 14We cannot guarantee that our stock repurchase program will enhance long-term stockholder value. Repurchases could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance40% rewritten
- 15Our use of artificial intelligence involves risks such as potential liability, regulatory issues, competition, and reputational damage
Legal, Compliance and Data Security Risks
- 16We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable information and personal health information, and failure to comply with those laws, whether or not inadvertent, could subject us to legal actions and negatively impact our operations69% rewritten
- 17If we fail to meet industry data security standards, our ability to meet contractual obligations may be impaired and result in contractual damage or contract breach claims
- 18Our results of operations and financial condition could be materially adversely affected by legal and regulatory matters
- 19We have made and may continue to make divestitures, as well as acquisitions, investments and joint ventures, all of which involve numerous risks and uncertainties
Financial Risks
- 20We have recorded significant goodwill impairment charges and may be required to record additional charges to future earnings if our goodwill or intangible assets become impaired27% rewritten
- 21We have and will continue to have a significant amount of debt and other obligations. Our substantial debt and other obligations could have important consequences
- 22The terms of our indebtedness may restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations62% rewritten
- 23Our profitability is dependent upon our ability to obtain adequate pricing for our services and to improve our cost structure
- 24If we are unable to collect our receivables for billed or unbilled services, our results of operations and financial condition could be materially adversely affected
- 25A decline in revenues from or a loss or failure of significant clients could materially adversely affect our results of operations and financial condition
- 26We have non-recurring revenue, which subjects us to a risk that our revenues and cash flows from operations may fluctuate from period to period
- 27Increases in the cost of voice and data services or significant interruptions in such services could materially adversely affect our results of operations and financial condition
- 28We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries
- 29We operate globally and changes in tax laws could adversely affect our results
Other Conduent 10-Ks
- FY2024 10-K risk factors31 risks
Government contracts and foreign operations dominate Conduent's risk profile, alongside significant debt, IT modernization challenges, and competitive pressures.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.