Conduent

FAQs

What is the Spin-Off?

The Spin-Off is the separation of Xerox into two, independent, public companies:

  • Xerox Corporation , the Document Technology Company, consisting of the document management and document outsourcing; and
  • Conduent Incorporated, consisting of the Business Process Outsourcing (BPO) business.

Why did Xerox and Conduent separate into two companies?

The separation creates two industry-leading companies in order to maximize returns to shareholders and align the businesses to current market dynamics. Upon separation, the companies will benefit from greater strategic and operational focus, simpler organizational structures and more efficient allocation of capital. They will be better positioned to meet their clients’ needs and capitalize on the unique growth opportunities in their respective markets.

What is the relationship between Xerox Corporation and Conduent Incorporated after the Spin-Off?

Post-spin Xerox Corporation and Conduent Incorporated will be independent, publicly traded companies.

When did the Spin-Off occur?

The Spin-Off occurred at the close of business on the distribution date, December 31, 2016, effective concurrent with the distribution of all Xerox common stock to Conduent stockholders.

On which exchange are Xerox and Conduent common stock now trading?

Xerox Corporation common stock is listed on the NYSE under the symbol “XRX”. Conduent common stock is also listed on the NYSE, under the symbol “CNDT”.

What did Xerox stockholders receive in the Spin-Off?

On the distribution date of Dec. 31, 2016, Xerox shareholders will receive one share of Conduent common stock for every five shares of Xerox common stock they hold as of the close of business on Dec. 15, 2016, the record date for the distribution.

How will fractional shares be treated in the Spin-Off?

Fractional shares of Conduent common stock will not be distributed to Xerox shareholders. Instead, the fractional shares of Conduent common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Xerox shareholders, who would otherwise receive a fractional share of Conduent common stock.

What happened to my existing Xerox common stock as a result of the Spin-Off?

On the distribution date of Dec. 31, 2016, Xerox shareholders will receive one share of Conduent common stock for every five shares of Xerox common stock they hold as of the close of business on Dec. 15, 2016, the record date for the distribution. The number of Xerox shares will remain unchanged.

What is the accounting treatment of the Spin-Off?

The separation is intended to be tax-free to Xerox shareholders for federal income tax purposes.

Will I be taxed on the shares of Conduent common stock that I received in the Spin-Off?

The separation is intended to be tax-free to Xerox shareholders for federal income tax purposes. Note that you should always consult a tax professional for tax advice.

When will I be able to buy and sell Xerox Corporation or Conduent common stock?

Regular way trading of Conduent common stock began on January 3, 2017, which was the first trading day after the distribution date. Xerox common stock continues to trade regular way.

Is the Conduent common stock distributed in the Spin-Off freely tradable?

Yes, there are no restrictions on Conduent common stock

Does Conduent plan to pay dividends?

Conduent does not have plans to pay a regular common dividend at this time.

Are there risks associated with owning Conduent common stock?

For all risk factors and cautionary statements, please see our Form 10, filed with the SEC. This is available on our filings page

How many shares of Conduent (CNDT) did I receive on the distribution if I owned 15 shares of Xerox (XRX) on the record date? What about if I owned 121 shares of XRX on the record date?

If you held shares as of the record date of December 31, 2016:
For 15 shares of XRX, you would have received 15 shares of Xerox Corporation (XRX) and 3 share of Conduent (CNDT).

For 121 shares of XRX, you would have received 121 shares of XRX and 24 shares of CNDT. Since 121 divided by 5 results in more than 24 but less than 25, the difference being a fraction of a share, will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Xerox shareholders, who would otherwise receive a fractional share of Conduent common stock.

Where can Xerox stockholders get more information?

Transfer Agent:

Computershare
P.O. BOX 30170
College Station, TX 77842
T: 866 574 5496

You should direct inquiries relating to your investment in Xerox common stock to:

Investor Relations Hotline: 1-888-979-VEST (1-888-979-8378)

Jennifer Horsley
Director, Investor Relations
Tel: +1-203-849-2656
E-mail: Jennifer Horsley
Xerox Corporation
45 Glover Avenue
Mail Stop XWHQ 7053
Norwalk, CT 06856

You should direct inquiries relating to your investment in Conduent common stock to:

Alan Katz
Investor Relations
Tel: +1-973-526-7159
Email: Alan Katz
Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, NJ 07932

What is my cost basis for my XRX or CNDT shares, post-separation?

Links to the Stock Cost Basis Allocation can be found as follows: