CONDUENT IncCNDT
CONDUENT Inc Debt Disclosure
Debt
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The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments. The Company defers costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income (Loss).
Long-term debt was as follows:
| December 31, | ||||||||||||||||||||
| (in millions) | Weighted Average Interest Rates at December 31, 2025(1) | 2025 | 2024 | |||||||||||||||||
| Revolving credit facility | 6.58 | % | $ | 109 | $ | — | ||||||||||||||
| Term loan A due 2026 | n/a | — | 88 | |||||||||||||||||
| Senior notes due 2029 | 6.20 | % | 520 | 520 | ||||||||||||||||
| Finance lease obligations | 8.13 | % | 49 | 26 | ||||||||||||||||
| Other | 5.45 | % | 13 | 12 | ||||||||||||||||
| Principal Debt Balance | $ | 691 | $ | 646 | ||||||||||||||||
| Debt issuance costs and unamortized discounts | (4) | (7) | ||||||||||||||||||
| Less: current maturities | (22) | (24) | ||||||||||||||||||
| Total Long-term Debt | $ | 665 | $ | 615 | ||||||||||||||||
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(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.
At December 31, 2025, the Company was in compliance with all debt covenants related to the borrowings in the table above.
Scheduled principal payments due on long-term debt for the next five years (in millions) were as follows:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||
| $ | 22 | $ | 13 | $ | 124 | $ | 530 | $ | 2 | $ | — | $ | 691 | |||||||||||||||||||||||||
2021 Credit Facilities
On October 15, 2021, the Company refinanced its previously outstanding credit facilities by entering into a new senior secured credit agreement among the Company, its subsidiaries Conduent Business Services, LLC ("CBS"), Conduent State & Local Solutions, Inc. ("CSLS") and Affiliated Computer Services International B.V., the lenders party thereto and Bank of America, N.A., as the administrative agent ("Credit Agreement"). The Credit Agreement contains senior secured credit facilities ("Senior Credit Facilities") consisting of:
(i) Senior Secured Term Loan A ("Term Loan A") with an aggregate principal amount of $265 million, which was paid off in connection with the "2025 Credit Agreement" described below;
(ii) Senior Secured Term Loan B ("Term Loan B") with an aggregate principal amount of $515 million, the previously outstanding balance of which was paid off in 2024; and
(iii) Senior Revolving Credit Facility maturing in 2026, which was amended and replaced by the "2025 Credit Agreement" described below.
Senior Notes
Concurrent with the Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the "Issuers") issued 6.00% fixed rate senior notes due 2029 ("Senior Notes"). The Senior Notes are guaranteed on a senior secured basis by the Company and existing and future material direct and indirect wholly owned domestic subsidiaries of CBS that guaranteed the obligations under the Senior Credit Facilities.
Interest is payable semi-annually. Prior to November 1, 2024, the Issuers could redeem the Senior Notes, in whole or in part, at a price equal to the principal amount of the Senior Notes, plus a make-whole premium plus accrued and unpaid interest. The Issuers can redeem the Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture governing the Senior Notes, plus accrued and unpaid interest, if any, up to but excluding the redemption date. In addition, the Company may be required to make an offer to purchase the notes upon the sale of certain assets and upon a change of control. No Senior Notes were redeemed in 2025 or 2024.
2025 Credit Agreement
On August 26, 2025, the Company (as the parent guarantor), the Borrowers, the other guarantors party thereto, the Administrative Agent and the lenders and letter of credit issuers party thereto, entered into an amendment to the 2021 Credit Agreement (“Amendment No. 3” and the 2021 Credit Agreement as amended by Amendment No. 3, the
“2025 Credit Agreement”) to amend the terms of the 2021 Credit Agreement, to, among other things, (i) prepay in full the Term Loan A outstanding under the 2021 Credit Agreement utilizing funds from the Revolving Credit Facility (as defined below), (ii) reduce the amount of the revolving credit facility to $357 million, of which $187 million will mature on August 26, 2028 and the remaining $170 million will continue to mature on October 15, 2026 (as amended, the “Revolving Credit Facility”), (iii) add a new performance letter of credit facility in the amount of approximately $93 million (the “Performance Letter of Credit Facility” and together with the Revolving Credit Facility, the “2025 Credit Facilities”), which will mature on August 26, 2028 and (iv) make certain other changes to the 2021 Credit Agreement as set forth in Amendment No. 3.
The Borrowers may voluntarily repay outstanding loans under the 2025 Credit Facilities at any time without premium or penalty, other than customary breakage costs.
Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan. The applicable margin for the Revolving Credit Facility for SOFR loans range from 1.75% to 3.00% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 2.00% per annum.
In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.30% to 0.55% per annum to the lenders in respect of unutilized commitments thereunder.
Issuances of letters of credit under the Performance Letter of Credit Facility bear interest at a rate per annum equal to an applicable margin. The applicable margin for the Performance Letter of Credit Facility ranges from 1.05% to 1.80% per annum, depending on certain leverage ratios.
In addition to paying fees on outstanding principal under the Performance Letter of Credit Facility, the Company is required to pay a commitment fee ranging from 0.30% to 0.55% per annum to the performance letter of credit issuers in respect of unutilized commitments thereunder.
All obligations under the 2025 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the 2025 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor.
The 2025 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio to not exceed 4.50 to 1.00 and a fixed charge coverage ratio of greater than or equal to 2.50 to 1.00. If an event of default occurs, the lenders under the 2025 Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the 2025 Credit Agreement and all actions permitted to be taken by secured creditors under applicable law.
As of December 31, 2025, the Company had $109 million outstanding borrowings under its Revolving Credit Facility. The Company utilized $25 million of the Revolving Credit Facility to issue letters of credit as of December 31, 2025. Additionally, the Company utilized $81 million of the Performance Letter of Credit Facility to issue performance letters of credit as of December 31, 2025. The remaining unused capacity, reflecting total borrowing facility size minus outstanding borrowings and letters of credit, under the Revolving Credit Facility and the Performance Letter of Credit Facility was $223 million and $12 million, respectively, as of December 31, 2025.
In connection with the voluntary repayment of the Term Loan A, the Company wrote-off related debt issuance costs of $1 million, which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss) for the year ended December 31, 2025. In connection with voluntary prepayments of the Term Loan B made in 2024, the Company wrote-off related debt issuance costs of $6 million, which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.
Interest
Interest paid on short-term and long-term debt amounted to $46 million, $72 million and $106 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Interest expense and interest income were as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
Interest expense | $ | 48 | $ | 75 | $ | 111 | ||||||||||||||
Interest income(1) | 7 | 23 | 18 | |||||||||||||||||
(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 10, 2017 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.