UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)

100 Campus Drive, Suite 200

Florham Park, New Jersey

07932

Registrant’s telephone number, including area code: (844) 663-2638

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed and provide the period to which the information in this form applies:

Section 1 – Conflicts Minerals Disclosure

Items 1.01 Conflicts Minerals Disclosure and Report; Item 1.02 Exhibit

This Form SD and the Conflict Minerals Report, filed as Exhibit 1.01 hereto, are publicly available on our Conduent Investor Relations Website, as well as the SEC’s EDGAR database at www.sec.gov. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.

Conduent creates digital platforms and services for businesses and governments to manage millions of interactions every day for those they serve. We are leveraging the power of cloud, mobile and IoT, combined with technologies such as automation, cognitive and block chain to elevate every constituent interaction, driving modern digital experiences that are more efficient, helpful and satisfying.

Section 2 – Exhibits

Item 2.01 – Exhibits

Exhibit 1.01 – Registrant’s Conflict Minerals Report for the reporting period January 1, 2018 to December 31, 2018 as required by Item 1.01 and 1.02 of this Form.

Forward Looking Statements

This Specialized Disclosure Report on Form SD and any exhibits to this Report may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: government appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our ability to attract and retain necessary technical personnel and qualified subcontractors; our ability to deliver on our contractual obligations properly and on time; competitive pressures; our significant indebtedness; changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; claims of infringement of third-party intellectual property rights; the failure to comply with laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our information systems or security systems or any service interruptions; our ability to estimate the scope of work or the costs of performance in our contracts; our continuing emphasis on and shift toward technology-led digital transactions; customer decision-making cycles and lead time for customer commitments; our ability to collect our receivables for unbilled services; a decline in revenues from or a loss or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to attract and retain key employees; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings; our ability to modernize our information technology infrastructure and consolidate data centers; our ability to comply with data security standards; our ability to receive dividends or other payments from our subsidiaries; changes in tax and other laws and regulations; changes in government regulation and economic, strategic, political and social conditions; changes in U.S. GAAP or other applicable accounting policies; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections in our 2017 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. Any forward-looking statements made by us in this report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: February 11, 2019

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EXHIBIT INDEX

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Exhibit 1.01

Conflict Minerals Report

Conduent Incorporated

For the Year Ended December 31, 2018

This report for the year ended December 31, 2018 is made by Conduent Incorporated (Conduent) in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule).

The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. Conflict minerals are defined as cassiterite, columbite-tantalite, gold, wolframite and their derivatives, which are limited to tin, tantalum, tungsten and gold (3TG). These requirements apply to registrants regardless of the geographic origin of the conflict minerals and whether or not the trading in those minerals benefits armed groups. References in this report to “we,” “us” or “our” refer to Conduent Incorporated and its consolidated subsidiaries.

If a registrant has reason to believe that any of the conflict minerals in their supply chain may have originated in the Democratic Republic of the Congo (DRC) or an adjoining country (the Covered Countries), or a registrant is unable to determine the country of origin of those conflict minerals, then the registrant must exercise due diligence on the source and chain of custody of those conflict minerals. The registrant must annually submit a specialized disclosure (Form SD) and Conflict Minerals Report (CMR) to the SEC that includes a description of those due diligence measures.

1. COMPANY OVERVIEW

Conduent creates digital platforms and services for businesses and governments to manage millions of interactions every day for those they serve. We are leveraging the power of cloud, mobile and IoT, combined with technologies such as automation, cognitive and block chain to elevate every constituent interaction, driving modern digital experiences that are more efficient, helpful and satisfying.

The content of any website referred to in this CMR is included for general information only and is not incorporated by reference in this Report.

2. OUR CONFLICT MINERALS PROGRAM

2.1 Supply Chain – Reasonable Country of Origin Inquiry

Conduent is many steps removed from the mining of conflict minerals. The origin of conflict minerals cannot be determined with any certainty once the raw ores are smelted, refined and converted to ingots, bullion or other conflict mineral containing derivatives. The 3TG smelters or refiners are consolidating points for raw ore and are in the best position in the total supply chain to know the origin of the ores. Conduent has conducted an analysis of our products and found that, although we do not directly purchase conflict minerals from our suppliers, Conduent purchases products, component parts and materials that contain metals, some of which contain conflict minerals. We rely on our Tier 1 suppliers to provide information on the origin of the conflict minerals contained in components that are included in our products by using the Responsible Minerals Initiative (RMI) Conflict Minerals Reporting Template (CMRT).

2.2 Supplier Risk Assessment

Conduent conducted a product review to determine products in scope with supply managers, with the ultimate goal of identifying and targeting 3TG minerals. This process was developed to identify those suppliers whose products may contain the presence of tin, tantalum, tungsten and gold.

We conducted a survey of these suppliers to determine whether the conflict minerals in components contained in our products originated from the DRC or adjoining countries. This supply-chain survey was conducted with our Tier 1 suppliers using the CMRT, which contains questions about the facilities used to process these minerals, as well as supplier RCOI. The goal of this activity was to identify, where applicable, the 3TG smelters or refiners who contribute refined conflict minerals to Conduent components, assemblies and Original Equipment Manufacturer (OEM) Products. The CMRT was developed to facilitate disclosure and communication of information regarding smelters or refiners that provide material to a company’s supply chain. In 2018, Conduent surveyed 33 suppliers with a 24% response rate.

The responses contained varying degrees of information regarding the names and locations of 3TG smelters or refiners which process necessary conflict minerals used by our suppliers, which are ultimately incorporated into our products. We continued our risk-assessment process that includes a questionnaire that helps us assess the risk of inaccuracies or omissions in supplier responses regarding their use of 3TG so that we can conduct follow-up actions with suppliers, encouraging further requests for accurate, complete or missing template information where we identified red flags in responses, based on our assessment of the level of risk for the commodities supplied.

2.3 Company Management Systems

Policy

Conduent created a Supplier Code of Conduct which addresses Conduent’s expectations for suppliers in regards to conflict minerals and has posted a statement on the supplier governance website at https://www.conduent.com/supplier-relations/governance/.

Internal Team

Conduent has a team that created a management system for conflict minerals. This team includes Global Procurement, Legal, and other key individuals who have functional subject matter expertise and that assist in seeking to have Conduent and our suppliers adhere and implement our conflict minerals compliance strategy.

2.4 Control Systems

Controls include, but are not limited to, our Code of Business Conduct for our employees, Supplier Code of Conduct and a conflict minerals contract clause incorporated in our Master Purchasing Agreements.

2.5 Grievance Mechanism

Conduent has a Global Ethics and Compliance Program whereby employees and suppliers can report violations of Conduent policies. This is communicated annually in our employee ethics training.

3. DUE DILIGENCE

3.1 Design of Due Diligence

Conduent has developed due diligence measures, which include a Supplier Code of Conduct that is intended to be in material conformity with the nationally or internationally recognized due diligence framework in the OECD 2016.

3.2 Smelter or Refiner Results*

Our due diligence process requires following the OECD implementation framework. We request that our suppliers complete the CMRT survey in order to obtain information about 3TG smelters or refiners in our supply chain. We have determined that these actions represent the most reasonable effort we can make to determine the mines or locations of origin of the 3TG in our supply chain.

The majority of survey responses provided smelter and refiner data, although some responses did not list all the smelters or refiners used in their supply chain. We analyzed and compared all the 3TG smelter and refiner data we received against information obtained from the RMI smelter database. For the calendar year 2018, our due diligence identified 272 smelters and refiners as potential sources of 3TG minerals that were reported to be in our supply chain.

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In order to provide compliance status, we conducted further analysis of the 272 smelters and refiners against The Responsible Minerals Assurance Process (RMAP), which is managed by the RMI. The results are in the table below:

4. DETERMINATION

The information garnered from our due diligence efforts from suppliers or other sources is not sufficient to determine the origin of all 3TG our products contain, whether the 3TG come from recycled or scrap sources, the facilities used to process them, their country of origin, or their mine or location of origin. We have found no reasonable basis for concluding that these refiners, or the other smelters preparing to be audited, sourced 3TG minerals that directly or indirectly finance or benefit armed groups of the conflict region of the Covered Countries.

Based on the information provided by our suppliers, we believe that the facilities that may have been used to process the 3TG minerals in our products include the RMI smelters listed in Appendix I below. Based on our due diligence efforts, we do not have sufficient information to conclusively determine the countries of origin of the 3TG minerals in our products or whether the 3TG minerals in our products are from recycled or scrap sources. Due to the fact that we have not voluntarily elected to describe any of our products as “DRC conflict free,” an independent private sector audit of the report presented herein has not been conducted.

Through our participation in the RMI, we continue to support independent third party audits through the RMI or other third party certification schemes.

In accordance with the OECD Guidance and the Rule, this CMR is available on our Conduent Investor Relations Website.

5. STEPS TO BE TAKEN IN 2019 TO MITIGATE RISK

Conduent expects to undertake the following steps during 2019 to improve the due diligence conducted in order to further mitigate the risk that the necessary conflict minerals in our products do not benefit armed groups in the DRC or adjoining countries, including:

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APPENDIX I

A-2

A-3

A-4

A-5

A-6

A-7

*Smelter or refiner names as reported by the RMI as of 12/31/2018.

A-8