The following Management’s Discussion and Analysis ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, the discussion of our results is on a continuing operations basis and does not include discontinued operations. Transactions and other factors significantly impacting our financial condition, results of operations and liquidity are generally discussed in order of magnitude. Our MD&A is presented in seven sections: •Overview; •Financial Information and Analysis of Results of Operations; •Metrics; •Capital Resources and Liquidity; •Critical Accounting Estimates and Policies; •Recent Accounting Changes; and •Non-GAAP Financial Measures. The MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes. Overview We deliver digital business solutions and services spanning the commercial and government spectrum – creating valuable outcomes for our clients and the millions of people who count on them. We leverage cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 46,000 associates, process expertise and advanced technologies, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Headquartered in Florham Park, New Jersey, we have operations in 24 countries as of June 30, 2026. Our reportable segments correspond to how we organize and manage the business and are aligned to the industries in which our clients operate. These two segments are: •Commercial – Our Commercial segment provides business process services that span our clients' businesses end-to-end from the front-office to the back-office for a variety of commercial industries. These solutions are both cross-industry and industry-specific in nature. Across the Commercial segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and deliver better experiences for their consumers and employees. •Government – Our Government segment provides government-centric services and solutions to U.S. federal, state, local and foreign governments for public assistance, healthcare programs administration, transaction processing, eligibility and enrollment processing, payment services and case management. In this segment, we help governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and adapt to an evolving regulatory environment. Executive Summary Our transformation at Conduent continued during the second quarter of 2026 as we built upon the strategic priorities established earlier in the year. Throughout the quarter, we remained focused on driving growth in targeted markets, advancing portfolio optimization initiatives, strengthening operational execution, and improving the efficiency of our cost structure. These actions contributed to continued progress in our efforts to position the Company for sustainable long-term growth and profitability. Our priorities remain unchanged: accelerating execution, enforcing financial discipline, reducing costs, optimizing the portfolio, converting pipeline into growth, and simplifying the organization. During the second quarter, we made further progress against these objectives and believe we are building momentum as we move through the remainder of 2026. During the second quarter of 2026 we achieved the following: CNDT Q2 2026 Form 10-Q 24 Table of Contents •Entered into agreements to sell the Transit and Tolling businesses, which together comprise our Transportation segment, for aggregate consideration of $248 million less $15 million in cash to be transferred with the Transit Business on the day of closing. The transactions are expected to close in the second half of 2026. Collectively, these two transactions represent an exit from the Transportation business, a strategic shift that will have a major effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. See Note 5 – Divestitures and Discontinued Operations for additional information. As of June 30, 2026, the Company had total outstanding surety bonds of $570 million and performance and other letters of credit of $123 million. In connection with the divestitures, $473 million of these bonds and $89 million of the letters of credit are expected to be transferred to the respective buyers. •Launched the 2026 Restructuring Program, a company-wide transformation initiative focused on improving growth, margins, operational execution, and efficiency across our global organization. This initiative is designed to accelerate growth, improve delivery, modernize technology and optimize support functions and is expected to deliver at least $100 million in annual savings. •Secured a significant expansion with an existing Commercial client, adding approximately 1,000 associates to support customer experience operations. This engagement represents one of the largest growth opportunities within our healthcare portfolio and demonstrates our ability to scale delivery capabilities while maintaining operational excellence. •Appointed a Head of Global Shared Services to further strengthen accountability, enhance operational consistency, and improve execution across our global organization. The leadership appointment supports the continued alignment of key global functions and enables our client delivery teams to remain focused on serving clients. Cyber Event On January 13, 2025, the Company experienced an operational disruption and learned that a threat actor gained unauthorized access to a limited portion of the Company’s environment (the "January 2025 Cyber Event"). Upon detection, the Company activated its cybersecurity response plan with the help of external cybersecurity experts to contain, assess, and remediate the incident. The Company restored the affected systems and returned to normal operations within days, and in some cases, hours. The disruption did not have a material impact to the Company’s operations. As part of its investigation, the Company determined that the threat actor exfiltrated a set of files associated with a limited number of the Company’s clients. Due to the complexity of the files, the Company engaged cybersecurity data mining experts to conduct a detailed analysis of the affected files to identify the personal information contained therein. This detailed analysis confirmed that the data sets contained a significant number of individuals’ personal information associated with our clients’ end-users. Upon completion of this time intensive data analysis, the Company notified impacted clients concerning their affected end-users. The Company worked with affected clients to determine next steps as required by federal and state law, including individual and regulatory notifications that began in October 2025 and have been substantially concluded. To the Company’s knowledge, the exfiltrated data has not been released on the dark web or otherwise publicly. The Company has also notified federal law enforcement authorities of the incident. While the Company did not experience material impacts to its operating environment or costs from the event itself, the Company incurred and accrued $25 million of non-recurring expenses in the first quarter of 2025 related to the event based on the notification requirements described above. We have made cash disbursements of $25 million through June 30, 2026 related to this matter. Any expense in excess of this amount up to the coverage limit have been and are anticipated to be covered by the cyber insurance policy that the Company maintains. It is possible that future risks and uncertainties resulting from the January 2025 Cyber Event, including those related to impacted data, litigation, reputational harm, and regulatory actions, could adversely affect the Company’s financial condition or results of operations. See also Note 12 – Contingencies and Litigation contained herein and Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (Risk Factors). CNDT Q2 2026 Form 10-Q 25 Table of Contents Financial Information and Analysis of Results of Operations Three Months Ended June 30, 2026 vs. 2025 (in millions) 2026 2025 $ Change % Change Revenue $ 531 $ 603 $ (72) (12) % Operating Costs and Expenses Cost of services (excluding depreciation and amortization) 435 489 (54) (11) % Selling, general and administrative (excluding depreciation and amortization) 80 90 (10) (11) % Research and development (excluding depreciation and amortization) — 1 (1) (100) % Depreciation and amortization 37 41 (4) (10) % Restructuring and related costs 20 8 12 150 % Interest expense 13 12 1 8 % (Gain) loss on divestitures and transaction costs, net 2 4 (2) (50) % Litigation settlements (recoveries), net 1 — 1 n/m Other (income) expenses, net — 1 (1) — % Total Operating Costs and Expenses 588 646 (58) Income (Loss) Before Income Taxes from Continuing Operations (57) (43) (14) Income tax expense (benefit) from continuing operations 12 (1) 13 Net Income (Loss) from Continuing Operations $ (69) $ (42) $ (27) Income (Loss) from Discontinued Operations, Net of Tax (47) 2 (49) Net Income (Loss) $ (116) $ (40) $ (76) Six Months Ended June 30, 2026 vs. 2025 (in millions) 2026 2025 $ Change % Change Revenue $ 1,118 $ 1,221 $ (103) (8) % Operating Costs and Expenses Cost of services (excluding depreciation and amortization) 897 995 (98) (10) % Selling, general and administrative (excluding depreciation and amortization) 158 201 (43) (21) % Research and development (excluding depreciation and amortization) 1 2 (1) (50) % Depreciation and amortization 78 82 (4) (5) % Restructuring and related costs 28 12 16 133 % Interest expense 25 24 1 4 % (Gain) loss on divestitures and transaction costs, net 3 6 (3) (50) % Litigation settlements (recoveries), net 1 2 (1) (50) % Other (income) expenses, net 3 2 1 50 % Total Operating Costs and Expenses 1,194 1,326 (132) Income (Loss) Before Income Taxes from Continuing Operations (76) (105) 29 Income tax expense (benefit) from continuing operations 15 (7) 22 Net Income (Loss) from Continuing Operations $ (91) $ (98) $ 7 Income (Loss) from Discontinued Operations, Net of Tax (58) 7 (65) Net Income (Loss) $ (149) $ (91) $ (58) CNDT Q2 2026 Form 10-Q 26 Table of Contents Revenue Revenue for the three and six months ended June 30, 2026 decreased compared to the prior year period, primarily driven by contract losses, including the loss of the largest Commercial segment customer, and lower volumes, partially offset by new business ramp. Cost of Services (excluding depreciation and amortization) Cost of services for the three and six months ended June 30, 2026 decreased compared to the prior year periods, primarily driven by lower expenses associated with reduced revenues and cost optimization initiatives. Selling, General and Administrative ("SG&A") (excluding depreciation and amortization) SG&A for the three months ended June 30, 2026 decreased compared the prior year period, primarily driven by cost efficiencies in our corporate functions and lower healthcare costs resulting from reduced U.S. headcount. SG&A for the six months ended June 30, 2026 decreased compared to the prior year period, primarily driven by non-recurring items in the first quarter of 2025. These items included the $25 million of direct response costs related to the January 2025 Cyber Event and the $9 million benefit from the recovery of legal costs from one of our insurance carriers related to the previously disclosed State of Texas matter that settled in February 2019. In addition, cost efficiencies in our corporate functions and lower healthcare costs resulting from reduced U.S. headcount contributed to the decrease. The current year period SG&A also included two offsetting items. Separation costs of approximately $4 million related to the departure of our former Chief Executive Officer were offset by an approximate $3 million net benefit related to our 2025 Annual Performance Incentive Plan as described in Note 13 – Preferred Stock and Common Stock. Depreciation and Amortization Depreciation and amortization for the three and six months ended June 30, 2026 decreased compared to the prior year periods due to lower capital investments. Restructuring and Related Costs We engage in a series of restructuring programs related to optimizing our employee base, reducing our real estate footprint, exiting certain activities, outsourcing certain internal functions, consolidating our data centers and engaging in other actions designed to reduce our cost structure and improve productivity. The following are the components of our Restructuring and related costs: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Severance and related costs $ 13 $ 6 $ 19 $ 7 Contract termination and other related costs 6 3 8 4 Asset impairments 1 (1) 1 1 Restructuring and related costs $ 20 $ 8 $ 28 $ 12 Restructuring and related costs for the three and six months ended June 30, 2026 increased compared to the prior year periods due to the 2026 Restructuring Program noted above. Refer to Note 6 – Restructuring Programs and Related Costs to the Condensed Consolidated Financial Statements for additional information regarding our restructuring programs. Interest Expense Interest expense represents interest on long-term debt and the amortization of debt issuance costs. Interest expense for the three and six months ended June 30, 2026 increased slightly, compared to the prior year periods due to higher average outstanding debt balances under our Credit Facility. CNDT Q2 2026 Form 10-Q 27 Table of Contents (Gain) Loss on Divestitures and Transaction Costs (Gain) loss on divestitures and transaction costs include professional fees and other costs related to consummated and certain other non-consummated transactions considered by the Company related to its portfolio rationalization activities. These costs exclude costs directly related to the pending divestitures of our Transit and Tolling businesses, which have been reclassified to Income (loss) from discontinued operations, net of tax. The remaining amount of these costs for the three and six months ended June 30, 2026 declined, compared to the prior year periods, due to reduced portfolio rationalization activities. Litigation Settlements (Recoveries), Net Litigation settlements (recoveries), net for the six months ended June 30, 2026 and 2025 were not material. Other (Income) Expenses, Net Other (income) expenses, net for the six months ended June 30, 2026 and 2025 primarily include interest income on cash investments, accounts receivable factoring fees and foreign currency transaction losses (gains). Income Taxes from Continuing Operations The effective continuing operations tax rate for the three months ended June 30, 2026 was (20.8)%, compared to 2.7% for the three months ended June 30, 2025. The June 30, 2026 rate was lower than the U.S. statutory rate of 21%, primarily due to valuation allowances, geographic mix of income and discrete taxes. The effective tax rate for the three months ended June 30, 2025 was lower than the U.S. statutory rate of 21%, primarily due to valuation allowances and geographic mix of income. Excluding the impact of restructuring, divestiture-related transaction costs, other expenses, amortization, valuation allowances and discrete tax items, the normalized effective tax rate for the three months ended June 30, 2026 was 20.5%. The normalized effective tax rate for the three months ended June 30, 2025 was 21.9%, primarily due to excluding the impact of amortization, restructuring, divestitures, valuation allowances and discrete tax items. The effective continuing operations tax rate for the six months ended June 30, 2026 was (20.2)%, compared to 6.8% for the six months ended June 30, 2025. The June 30, 2026 rate was lower than the U.S. statutory rate of 21%, primarily due to valuation allowances, geographic mix of income and discrete taxes. The effective tax rate for the six months ended June 30, 2025 was lower than the U.S. statutory rate of 21%, primarily due to valuation allowances and geographic mix of income. Excluding the impact of restructuring, former CEO departure costs, divestiture-related transaction costs, other expenses, amortization, valuation allowances and discrete tax items, the normalized effective tax rate for the six months ended June 30, 2026 was 24.0%. The normalized effective tax rate for the six months ended June 30, 2025 was 24.9%, primarily due to excluding the impact of amortization, restructuring, divestitures, reserves for the Direct response costs - cyber event, valuation allowances and discrete tax items. In 2021, the Organization for Economic Cooperation and Development released model rules for a 15% global minimum tax, known as Pillar Two. This alternative minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on our financial results of operations for the current period. We continue to monitor legislative developments, as well as additional guidance from countries that have enacted legislation. Net Loss from Discontinued Operations, Net of Tax Net loss from discontinued operations, net of tax for all periods presented relates to the reclassification of our former Transportation segment to discontinued operations. The three and six months ended June 30, 2026 amounts include the impairment loss of $31 million related to our Tolling business. See Note 5 – Divestitures and Discontinued Operations for additional information. CNDT Q2 2026 Form 10-Q 28 Table of Contents Operations Review of Segment Revenue and Profit Our financial performance is based on Segment Profit (Loss) for the following two segments: •Commercial; and •Government. The information below has been revised to exclude the results of our former Transportation segment, which, as described in Note 5 – Divestitures and Discontinued Operations, has been reclassified to Discontinued Operations following the announcement of the planned divestitures of the Transit business and Tolling business. Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise application costs and certain corporate overhead expenses not directly attributable or allocated to our reportable segments. We also present Segment Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and Adjusted EBITDA Margin for the reasons described in Non-GAAP Financial Measures section of the MD&A below. Results of our financial performance were: Three Months Ended June 30, Commercial Government Unallocated Costs(2) Total (in millions) Reportable Segments 2026 Segment revenue $ 316 $ 215 $ — $ 531 Segment profit (loss) $ 7 $ 39 $ (66) $ (20) Segment depreciation and amortization $ 17 $ 12 $ 7 $ 36 Other adjustments(1) $ — $ — $ — $ — Direct response costs - cyber event $ — $ — $ — $ — Adjusted EBITDA $ 24 $ 51 $ (59) $ 16 % of Total Revenue 59.5 % 40.5 % — % 100.0 % Adjusted EBITDA Margin 7.6 % 23.7 % — % 3.0 % 2025 Segment Revenue $ 365 $ 238 $ — $ 603 Segment profit (loss) $ 7 $ 49 $ (73) $ (17) Segment depreciation and amortization $ 20 $ 11 $ 9 $ 40 Other adjustments $ — $ — $ — $ — Direct response costs - cyber event $ — $ — $ — $ — Adjusted EBITDA $ 27 $ 60 $ (64) $ 23 % of Total Revenue 60.5 % 39.5 % — % 100.0 % Adjusted EBITDA Margin 7.4 % 25.2 % — % 3.8 % CNDT Q2 2026 Form 10-Q 29 Table of Contents Six Months Ended June 30, Commercial Government Unallocated Costs(2) Total (in millions) Reportable Segments 2026 Segment revenue $ 677 $ 441 $ — $ 1,118 Segment profit (loss) $ 29 $ 86 $ (130) $ (15) Segment depreciation and amortization $ 38 $ 24 $ 15 $ 77 Other adjustments(1) $ — $ — $ 4 $ 4 Adjusted EBITDA $ 67 $ 110 $ (111) $ 66 % of Total Revenue 60.6 % 39.4 % — % 100.0 % Adjusted EBITDA Margin 9.9 % 24.9 % — % 5.9 % 2025 Segment Revenue $ 767 $ 454 $ — $ 1,221 Segment profit (loss) $ 23 $ 77 $ (158) $ (58) Segment depreciation and amortization $ 44 $ 21 $ 16 $ 81 Direct response costs - cyber event $ — $ — $ 25 $ 25 Adjusted EBITDA $ 67 $ 98 $ (117) $ 48 % of Total Revenue 62.8 % 37.2 % — % 100.0 % Adjusted EBITDA Margin 8.7 % 21.6 % — % 3.9 % _____ (1) Other adjustments in 2026 consist of former CEO separation costs. (2) Unallocated Costs in Segment profit (loss) includes certain indirect costs that are no longer allocated to the former Transportation segment, which is now classified as Discontinued Operations. These costs were $4 million and $6 million for the three months ended June 30, 2026 and 2025, respectively. These costs were $8 million and $13 million for the six months ended June 30, 2026 and 2025, respectively. CNDT Q2 2026 Form 10-Q 30 Table of Contents (in millions) Three Months Ended June 30, Six Months Ended June 30, Adjusted EBITDA and Segment Profit (Loss) Reconciliation to Income (Loss) Before Income Taxes From Continuing Operations 2026 2025 2026 2025 Adjusted EBITDA $ 16 $ 23 $ 66 $ 48 Reconciling items: Segment depreciation and amortization (36) (40) (77) (81) Direct response costs - cyber event — — — (25) Other adjustments(1) — — (4) — Segment Profit (Loss) $ (20) $ (17) $ (15) $ (58) Reconciling items: Amortization of acquired intangible assets (1) (1) (1) (1) Restructuring and related costs (20) (8) (28) (12) Interest expense (13) (12) (25) (24) Gain (loss) on divestitures and transaction costs, net (2) (4) (3) (6) Litigation (settlements) recoveries, net (1) — (1) (2) Other income (expenses), net — (1) (3) (2) Income (Loss) Before Income Taxes From Continuing Operations $ (57) $ (43) $ (76) $ (105) _____ (1) Other adjustments in 2026 consist of former CEO separation costs. Commercial Segment Revenue Commercial revenue for the three and six months ended June 30, 2026 decreased, compared to the prior year periods, primarily driven by contract losses, including our largest customer, and lower volumes, partially offset by new business ramp. Segment Profit and Adjusted EBITDA Commercial segment profit and Adjusted EBITDA for the three months ended June 30, 2026 decreased, compared to the prior year period, primarily due to the revenue drivers noted above, as well as negative discrete impacts from penalties and unfavorable price adjustments. Commercial segment profit for the six months ended June 30, 2026 increased, compared to the prior year period, while Adjusted EBITDA remained relatively flat. The increase in segment profit was primarily driven by cost efficiencies implemented in the second half of the prior year, including lower fixed technology overhead, partially offset by the revenue drivers and discrete negative impacts from penalties and unfavorable price adjustments noted above. Government Segment Revenue Government revenue for the three and six months ended June 30, 2026 decreased, compared to the prior year periods, primarily due to contract losses and lower volumes. These declines were partially offset by the ramp of new business. Segment Profit and Adjusted EBITDA Government segment profit and Adjusted EBITDA for the three months ended June 30, 2026 decreased, compared to the prior year period, primarily due to the revenue drivers noted above. Government Adjusted EBITDA Margin for the three months ended June 30, 2026 decreased compared to the prior year period, primarily due to reserves recorded in the current year and a favorable reserve reversal recognized in the second quarter of 2025. Government segment profit and Adjusted EBITDA for the six months ended June 30, 2026 increased, compared to the prior year period, primarily due to cost efficiencies and continued lower expenses in our Government Services business, partially offset by the revenue drivers noted above. CNDT Q2 2026 Form 10-Q 31 Table of Contents Unallocated Costs Unallocated Costs for the three and six months ended June 30, 2026 were favorable, compared to the prior year period, primarily driven by the absence of non-recurring items recognized in the prior year, including direct response costs related to the January 2025 Cyber Event and the recovery of legal costs from an insurance carrier related to the previously disclosed State of Texas matter, as well as cost efficiencies in our corporate functions. Metrics Metrics We use metrics to evaluate our business, determine the allocation of our resources, make decisions regarding corporate strategies and evaluate forward-looking projections and trends affecting our business. We disclose these metrics to provide transparency in our performance trends. We present certain key metrics, including Signings and ACV Activity as defined below. All amounts exclude our Discontinued Operations. Signings Signings are defined as estimated future revenues from contracts signed during the period, including renewals of existing contracts. Total Contract Value ("TCV") is the estimated total contractual revenue related to signed contracts. TCV signings is defined as estimated future revenues from contracts signed during the period, including renewals of existing contracts. Due to the inconsistency of when existing contracts end, quarterly and yearly comparisons are not a good measure of renewal performance. New business Annual Contract Value ("ACV") is calculated as TCV divided by the contract term, in months, multiplied by 12 for an annual measure. Signings information for the three and six months ended June 30, 2026 and 2025 is as follows: Three Months Ended June 30, 2026 vs. 2025 ($ in millions) 2026 2025 $ Change % Change New business ACV $ 99 $ 111 $ (12) (11) % New business TCV $ 194 $ 216 $ (22) (10) % Renewals TCV 617 466 151 32 % Total Signings $ 811 $ 682 $ 129 19 % Annual recurring revenue signings(1) $ 73 $ 60 $ 13 22 % Non-recurring revenue signings(2) $ 27 $ 55 $ (28) (51) % Six Months Ended June 30, 2026 vs. 2025 ($ in millions) 2026 2025 $ Change % Change New business ACV $ 188 $ 188 $ — — % New business TCV $ 356 $ 376 $ (20) (5) % Renewals TCV 903 704 199 28 % Total Signings $ 1,259 $ 1,080 $ 179 17 % Annual recurring revenue signings(1) $ 112 $ 100 $ 12 12 % Non-recurring revenue signings(2) $ 101 $ 94 $ 7 7 % ___________ (1)Recurring revenue signings are for new business contracts longer than one year. (2)Non-recurring revenue signings are for contracts shorter than one year. CNDT Q2 2026 Form 10-Q 32 Table of Contents The total new business pipeline as of June 30, 2026 and 2025 was $3.0 billion and $2.7 billion, respectively. Total new business pipeline is defined as total new business ACV pipeline of deals at or beyond the qualified prospect stage. This extends past the next twelve-month period to include total pipeline. ACV Activity ACV Activity reflects the Company’s trailing twelve-month (“TTM”) ACV sales activity and is used to evaluate trends in overall contract value generation across periods. Beginning in the current period, the Company replaced Net ARR Activity with ACV Activity to better reflect total annual contract value-based sales activity rather than projected recurring revenue impacts. The metric represents total ACV generated over the trailing twelve months, with the timing of revenue varying based on contract start dates and implementation timelines. ACV Activity during the period reflects positive fluctuations in the Company's sales activity, including the conversion of pipeline opportunities, large contract awards, renewals and extensions of existing client relationships, and expansion within key accounts across its segments. The ACV Activity metric for the trailing twelve months for each of the prior five quarters was as follows: (in millions) ACV Activity metric June 30, 2026 $ 364 March 31, 2026 376 December 31, 2025 364 September 30, 2025 348 June 30, 2025 361 Capital Resources and Liquidity As of June 30, 2026 and December 31, 2025, total cash and cash equivalents were $228 million and $233 million, respectively. We also have a $357 million Revolving Credit Facility (the "Facility") (reducing to $187 million in October 2026 and maturing in August 2028) for our various cash needs. As of June 30, 2026 we had $144 million outstanding borrowings under the Facility and an additional $23 million was used for letters of credit. The net amount available under the Facility as of June 30, 2026, was $190 million and the amount of borrowings at each quarter-end may be limited by our leverage covenant. Subsequent to the balance sheet date, in July 2026, the Company borrowed $183 million under its Revolving Credit Facility and there are no plans to utilize the funds at this time. As of June 30, 2026, our total principal debt outstanding was $722 million, of which $21 million was due within one year. We have the intent and ability to refinance the amount outstanding under the Facility on a long-term basis; therefore, all amounts outstanding as of June 30, 2026 are classified as long-term on our Condensed Consolidated Balance Sheets. Refer to Note 7 – Debt in the Condensed Consolidated Financial Statements for additional debt information. To provide financial flexibility and finance certain investments and projects, we may continue to utilize external financing arrangements. However, we believe that our cash on hand, projected cash flow from operations (considering the impacts of the sale of our Transportation businesses), sound balance sheet and our revolving line of credit will continue to provide sufficient financial resources to meet our expected business obligations for at least the next twelve months. CNDT Q2 2026 Form 10-Q 33 Table of Contents Cash Flow Analysis The following table summarizes our cash flows, as reported in our Condensed Consolidated Statement of Cash Flows in the accompanying Condensed Consolidated Financial Statements: Six Months Ended June 30, (in millions) 2026 2025 Better (Worse) Net cash provided by (used in) operating activities $ (1) $ (73) $ 72 Net cash provided by (used in) investing activities $ (26) $ 15 (41) Net cash provided by (used in) financing activities $ 23 $ (30) 53 Operating activities The net improvement in cash used in operating activities of $72 million, compared to the prior year period, was primarily due to favorable working capital results, which included, among other things, the effects of the natural evolution of some of our long-term projects in the Government and former Transportation segments whereby milestones have been achieved and contractual amounts billed and collected. This was partially offset by lower Adjusted EBITDA and higher January 2025 Cyber Event-related payments. Investing activities Investing cash usage increased from the prior year due to the absence of the $50 million cash received in the prior year related to the non-interest bearing note from the Curbside Management and Public Safety Solutions divestiture. This was partially offset by planned reductions in capital expenditures. Financing activities The increase in cash provided by financing activities was due to a net $35 million draw-down of the Facility for various cash needs in the current year as well as the absence of Treasury stock purchases and the repurchase of the noncontrolling interest in an Australian entity, both of which were made in the prior year. Sales of Accounts Receivable We have entered into a factoring agreement in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to a third-party financial institution. The transactions under this agreement are treated as sales and are accounted for as reductions in accounts receivable because the agreement transfers effective control over, and risk related to, the receivables to the buyer. Cash proceeds from this arrangement are included in cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows. The net impact from the sales of accounts receivable on net cash provided by (used in) operating activities for the six months ended June 30, 2026 and 2025 was $(1) million and $(11) million, respectively. Material Cash Requirements from Contractual Obligations We believe our balances of cash and cash equivalents, which totaled $228 million as of June 30, 2026, along with cash generated by operations and amounts available for borrowing under our revolving credit facility, will be sufficient to satisfy our cash requirements over the next 12 months and beyond. At June 30, 2026, the Company’s material cash requirements include debt, leases and estimated purchase commitments. See Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on our material cash requirements. CNDT Q2 2026 Form 10-Q 34 Table of Contents Critical Accounting Estimates and Policies Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions in certain circumstances that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on amounts reported in the accompanying Condensed Consolidated Financial Statements and notes thereto. There have been no significant changes during the six months ended June 30, 2026 to our critical accounting estimates and policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Recent Accounting Changes See Note 2 – Recent Accounting Pronouncements for information on accounting standards adopted during the current year, as well as recently issued accounting standards not yet required to be adopted and the expected impact of the adoption of these accounting standards. Non-GAAP Financial Measures We report our financial results in accordance with U.S. GAAP. In addition, within this Form 10-Q Part I Item 2 we have discussed our financial results using non-GAAP measures for our Continuing Operations only, unless otherwise noted. We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with U.S. GAAP, to exclude the effects of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the results of the current period compared to the corresponding prior period. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures. A reconciliation of the non-GAAP financial measure Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP is provided in the "Operations Review of Segment Revenue and Profit" section above. Adjusted EBITDA and Adjusted EBITDA Margin We use Adjusted EBITDA and adjusted EBITDA Margin as an additional way of assessing certain aspects of our operations that, when viewed with the U.S. GAAP results and the accompanying reconciliations to corresponding U.S. GAAP financial measures, provide a more complete understanding of our on-going business. Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue. Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items, if applicable: •Amortization of acquired intangible assets. This is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry and from period to period. •Restructuring and related costs. This includes restructuring and asset impairment charges as well as costs associated with our strategic transformation program. •Goodwill impairment. This represents goodwill impairment charges arising from annual or interim goodwill testing. CNDT Q2 2026 Form 10-Q 35 Table of Contents •(Gain) loss on divestitures and transaction costs. This represents (gain) loss on divested businesses and transaction costs. •Litigation settlements (recoveries), net. This represents settlements or recoveries for various matters subject to litigation. •Loss on extinguishment of debt. This represents write-off of debt issuance costs related to prepayments of debt. •Direct response costs - cyber event. This represents costs related to investigating, remediating and responding to the January 2025 Cyber Event. •Other charges (credits). This includes Other (income) expenses, net on the Condensed Consolidated Statements of Income (Loss) and other adjustments, including former CEO separation costs. Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance. Management cautions that amounts presented in accordance with Conduent's definition of Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by other companies because not all companies calculate Adjusted EBITDA and Adjusted EBITDA Margin in the same manner.