UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 16, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||
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 below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 2.02. Results of Operations and Financial Condition.
On February 16, 2022, Registrant released its fourth quarter 2021 earnings and is furnishing to the Securities and Exchange Commission a copy of the earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form 8-K.
The information contained in Item 2.02 of this Report and in Exhibit 99.1 shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Item 7.01. Regulation FD Disclosure.
On February 16, 2022, Registrant conducted an earnings call regarding its 2021 fourth quarter results and is furnishing to the Securities and Exchange Commission a copy of the presentation used during the earnings call as Exhibit 99.2 to this Report under Item 7.01 of Form 8-K.
The information contained in Item 7.01 of this Report and in Exhibit 99.2 to this Report shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 99.1 and Exhibit 99.2 to this Report contain certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 and Exhibit 99.2 to this Report also contain the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Registrant’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding Registrant’s results of operations and, to the extent material, a statement disclosing any other additional purposes for which Registrant’s management uses the non-GAAP financial measures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Registrant’s fourth quarter 2021 earnings press release dated February 16, 2022 | ||||||||
| Registrant’s investor presentation dated February 16, 2022 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Forward-Looking Statements
This Report 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,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "if,” “growing,” “projected,” “potential,” “likely,” and similar expressions, as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, and markets, results of operations and financial condition and anticipated actions to be taken by management to sustain our business during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historical in nature, are forward looking.
These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions.
In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Current Report on Form 8-K, any exhibits to this Current Report on Form 8-K and other public statements we make. Our actual results may vary materially from those expressed or implied in our forward-looking statements. These forward-looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted.
Important factors and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to: the significant continuing effects of the ongoing COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted; government appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts, including contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our reliance on third-party providers; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on our workforce, customers and vendors; claims of infringement of third-party intellectual property rights; our ability to estimate the scope of work or the costs of performance in our contracts; the loss of key senior management and our ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings and protect our intellectual property rights; our ability to modernize our information technology infrastructure and consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal health information; the failure to comply with 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 comply with data security standards; changes in tax and other laws and regulations; risk and impact of potential goodwill and other asset impairments; our significant indebtedness; our ability to obtain adequate pricing for our services and to improve our cost structure; our ability to collect our receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction in business from or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to receive dividends or other payments from our subsidiaries; developments in various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in government regulation and economic, strategic, political and social conditions; volatility of our stock price and the risk of litigation following a decline in the price of our stock; the impact of the ongoing COVID-19 pandemic; 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 Annual Reports on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements made by us in this Form 8-K 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 because of new information, subsequent events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.
Date: February 16, 2022
| CONDUENT INCORPORATED | ||||||||||||||
| By: | /s/ STEPHEN WOOD | |||||||||||||
| Stephen Wood | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 99.1
News from Conduent
| Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 | ||
| www.conduent.com | ||
Conduent Announces Fourth Quarter and Full Year 2021 Financial Results
Key Q4 and Full Year 2021 Highlights
•Revenue: Q4 $1,048M / FY $4,140M
•Adj. EBITDA Margin(1): Q4 10.9% / FY 11.8%
•Annual Recurring Revenue (ARR) signings: Q4 $111M / FY $408M
•Total Contract Value (TCV) new business signings: Q4 $310M / FY $1,785M
•Net ARR Activity Metric(2) (TTM): Q4 $128M
FLORHAM PARK, NJ, February 16, 2022 - Conduent (NASDAQ: CNDT), a business process services and solutions company, today announced its fourth quarter and full year 2021 financial results.
Cliff Skelton, Conduent President and CEO stated, “In 2021, we met or exceeded our commitments. We focused on execution, efficiency, driving improved client and end-user experiences and received recognition for our culture, technology-enabled solutions and overall delivery excellence. Our client satisfaction ratings have increased for the third consecutive year, contributing to new client wins and better retention which in turn, resulted in the Net ARR Activity metric being positive for the fifth consecutive quarter. With respect to 2022 and beyond, we look forward to outrunning the one-time government stimulus volumes that benefited 2021, and demonstrating growth. I'd like to thank our dedicated team for their continued strong execution in 2021.”
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EXHIBIT 99.1
Key Financial Q4 & Full Year 2021 Results
| ($ in millions, except margin and per share data) | Q4 2021 | Q4 2020 | Current Quarter Y/Y B/(W) | FY 21 | FY 20 | FY Y/Y B/(W) | ||||||||||||||
| Revenue | $1,048 | $1,055 | (0.7)% | $4,140 | $4,163 | (0.6)% | ||||||||||||||
| GAAP net income (loss) from Continuing Operations | (40) | (11) | (263.6)% | (28) | (118) | 76.3% | ||||||||||||||
Adjusted EBITDA(1) | 114 | 133 | (14.3)% | 487 | 480 | 1.5% | ||||||||||||||
Adjusted EBITDA Margin (1) | 10.9% | 12.6% | (170) bps | 11.8% | 11.5% | 30 bps | ||||||||||||||
| GAAP Pre-tax Income | (54) | (11) | (390.9)% | (25) | (139) | 82.0% | ||||||||||||||
| GAAP Diluted EPS from Continuing Operations | $(0.20) | $(0.07) | (185.7)% | $(0.18) | $(0.61) | 70.5% | ||||||||||||||
Adjusted Diluted EPS from Continuing Operations(1) | $0.13 | $0.20 | (35.0)% | $0.67 | $0.62 | 8.1% | ||||||||||||||
| Cash from Operations | 85 | 172 | (50.6)% | 243 | 161 | 50.9% | ||||||||||||||
Adjusted Free Cash Flow(1) | 37 | 128 | (71.1)% | 89 | 134 | (33.6)% | ||||||||||||||
Q4 and Full Year 2021 Performance Commentary
Full year 2021 revenue of $4,140M was substantially unchanged versus prior year, benefiting from strong non-recurring stimulus payments volume in our Government Services business and new business ramp across all segments, offset by lost business from prior years. Both Government and Transportation revenues grew in 2021 versus prior year, with Commercial revenue trends continuing to improve in 2021.
Full year 2021 Adjusted EBITDA of $487M and Adjusted EBITDA Margin of 11.8% benefited from government payment volumes. The tapering of these government payment volumes in the fourth quarter resulted in Q4 Adjusted EBITDA Margin of 10.9%.
2021 full year sales performance was up 16% in new business ARR, with TCV ending at $1,785M, 8% lower than prior year period. Q4 2021 contributed $310M in new business TCV signings and $111M in new business ARR. The Net ARR Activity Metric for Q4 2021 was strong at $128M, up 113% versus Q4 2020 and continues to be positive for the fifth consecutive quarter.
Additional 2021 Performance Highlights
Conduent achieved several milestones in operational excellence, client satisfaction, and culture, including;
•Sale of Midas suite of solutions for net proceeds of $321M; closed on February 8, 2022
•Debt Refinancing successfully completed as planned
•Distributed approximately $50 billion of US Government pandemic stimulus payments
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EXHIBIT 99.1
•Sustained high level of associate engagement through difficult COVID years
•Consolidated technology infrastructure and improved operational excellence
•Improved client satisfaction for the 3rd consecutive year resulting in significant client recognition
•Received numerous external awards for culture including best place to work for LGBTQ, Diversity, and Women
FY 2022 and 2023 Outlook (4)
| FY 2021 Actuals | FY 2021 (Ex Midas) | FY 2022 Outlook | FY 2023 Outlook | |||||||||||
| Revenue/Adj. Revenue | $4,140M | $4,070M | $3,825M - $3,975M | 1% - 4% Growth | ||||||||||
Adj. EBITDA(1) / Adj. EBITDA Margin(1) | $487M / 11.8% | $458M / 11.3% | 9.5% - 10.5% | 10.5% - 11.5% | ||||||||||
Adj. Free Cash Flow(2) as % of Adj. EBITDA(1) | 18% (3) | Approx. 15% (3) | Approx. 25% | |||||||||||
(1) Refer to Appendix for definition and complete non-GAAP reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS from Continuing Operations and Adjusted Free Cash Flow
(2) Refer to Appendix for definition.
(3) Normalized for the impact of payment of deferred payroll taxes primarily related to the CARES Act of $32M in 2021 and $27M in 2022, Adjusted Free Cash Flow as a percentage of Adjusted EBITDA for 2021 is approximately 25% and approximately 22% in 2022.
(4) Refer to Appendix for Non-GAAP Outlook
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Conference Call
Management will present the results during a conference call and webcast on February 16, 2022 at 5:00 p.m. ET.
The call will be available by live audio webcast along with the news release and online presentation slides at https://investor.conduent.com/.
The conference call will also be available by calling 1-877-407-4019 toll-free. If requested, the conference ID for this call is 13725756.
The international dial-in is 1-201-689-8337. The international conference ID is also 13725756.
A recording of the conference call will be available by calling 1-877-660-6853 one hour after the conference call concludes. The replay ID is 13725756.
The telephone recording will be available until March 2, 2022.
About Conduent
Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through our dedicated people, process and technology, Conduent solutions and services automate workflows, improve efficiencies, reduce costs and enable revenue growth. It is why most Fortune 100 companies and over 500 government entities depend on Conduent every day to manage their essential interactions and move their operations forward.
Conduent’s differentiated services and solutions improve experiences for millions of people every day, including three out of every four U.S. insured patients, 10 million employees who use its HR Services, and nearly 18 million benefits recipients. Conduent’s solutions deliver exceptional outcomes for its clients including $18 billion in savings from medical bill review of workers compensation claims, up to 40% efficiency increase in HR operations, up to 27% reduction in government benefits costs, up to 40% improvement in finance, accounting and procurement expense, and improved customer service interaction times by up to 20% with higher end-user satisfaction. Learn more at www.conduent.com.
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EXHIBIT 99.1
Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures. 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 against the corresponding prior period. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our 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 Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental 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. Refer to the "Non-GAAP Financial Measures" section attached to this release for a discussion of these non-GAAP measures and their reconciliation to the reported U.S. GAAP measures.
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EXHIBIT 99.1
Forward-Looking Statements
This release and any attachments to this release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "if,” “growing,” “projected,” “potential,” “likely,” and similar expressions, as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact included in this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general market and economic conditions; our transformation progress; Our ability to outrun the one-time government stimulus volumes that benefited 2021 and to demonstrate growth; and our projected financial performance for the full year 2022, including all statements made under the section captioned “FY 2022 and 2023 Outlook” within this release. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, and markets, results of operations and financial condition and anticipated actions to be taken by management to sustain our business during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historical in nature, are forward looking. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions.
In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this press release, any exhibits to this press release and other public statements we make. Our actual results may vary materially from those expressed or implied in our forward-looking statements. These forward-looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted.
Important factors and uncertainties that could cause our actual results to differ materially from those in our forward-looking statements include, but are not limited to: the significant continuing effects of the ongoing COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted; government appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts, including contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our reliance on third-party providers; our ability to
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EXHIBIT 99.1
deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on our workforce, customers and vendors; claims of infringement of third-party intellectual property rights; our ability to estimate the scope of work or the costs of performance in our contracts; the loss of key senior management and our ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings and protect our intellectual property rights; our ability to modernize our information technology infrastructure and consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal health information; the failure to comply with 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 comply with data security standards; changes in tax and other laws and regulations; risk and impact of potential goodwill and other asset impairments; our significant indebtedness; our ability to obtain adequate pricing for our services and to improve our cost structure; our ability to collect our receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction in business from or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to receive dividends or other payments from our subsidiaries; developments in various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in government regulation and economic, strategic, political and social conditions; changes in the volatility of our stock price and the risk of litigation following a decline in the price of our stock; the impact of the ongoing COVID-19 pandemic; 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 2020 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 or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release 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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EXHIBIT 99.1
# # #
Media Contacts:
Sean Collins, Conduent, +1-310-497-9205, sean.collins2@conduent.com
Investor Contacts:
Giles Goodburn, Conduent, +1-203-216-3546, ir@conduent.com
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Revenue | $ | 1,048 | $ | 1,055 | $ | 4,140 | $ | 4,163 | ||||||||||||||||||
| Operating Costs and Expenses | ||||||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | 803 | 803 | 3,138 | 3,209 | ||||||||||||||||||||||
| Selling, general and administrative (excluding depreciation and amortization) | 162 | 119 | 544 | 468 | ||||||||||||||||||||||
| Research and development (excluding depreciation and amortization) | 1 | — | 4 | 1 | ||||||||||||||||||||||
| Depreciation and amortization | 87 | 115 | 352 | 459 | ||||||||||||||||||||||
| Restructuring and related costs | 14 | 11 | 45 | 67 | ||||||||||||||||||||||
| Interest expense | 17 | 14 | 55 | 60 | ||||||||||||||||||||||
| Loss on divestitures and transaction costs | 2 | 3 | 3 | 17 | ||||||||||||||||||||||
| Litigation costs, net | 1 | — | 3 | 20 | ||||||||||||||||||||||
| Loss on extinguishment of debt | 13 | — | 15 | — | ||||||||||||||||||||||
| Other (income) expenses, net | 2 | 1 | 6 | 1 | ||||||||||||||||||||||
| Total Operating Costs and Expenses | 1,102 | 1,066 | 4,165 | 4,302 | ||||||||||||||||||||||
| Loss Before Income Taxes | (54) | (11) | (25) | (139) | ||||||||||||||||||||||
| Income tax expense (benefit) | (14) | — | 3 | (21) | ||||||||||||||||||||||
| Net Loss | $ | (40) | $ | (11) | $ | (28) | $ | (118) | ||||||||||||||||||
| Net Loss per Share: | ||||||||||||||||||||||||||
| Basic | $ | (0.20) | $ | (0.07) | $ | (0.18) | $ | (0.61) | ||||||||||||||||||
| Diluted | $ | (0.20) | $ | (0.07) | $ | (0.18) | $ | (0.61) | ||||||||||||||||||
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)(1)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Net Loss | $ | (40) | $ | (11) | $ | (28) | $ | (118) | ||||||||||||||||||
Other Comprehensive Income (Loss), Net(1) | ||||||||||||||||||||||||||
| Currency translation adjustments, net | (8) | 23 | (31) | 8 | ||||||||||||||||||||||
| Unrecognized gains (losses), net | — | — | (1) | — | ||||||||||||||||||||||
| Changes in benefit plans, net | 2 | — | 1 | 1 | ||||||||||||||||||||||
| Other Comprehensive Income (Loss), Net | (6) | 23 | (31) | 9 | ||||||||||||||||||||||
| Comprehensive Income (Loss), Net | $ | (46) | $ | 12 | $ | (59) | $ | (109) | ||||||||||||||||||
__________
(1)All amounts are net of tax. Tax effects were immaterial.
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions, except share data in thousands) | December 31, 2021 | December 31, 2020 | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 415 | $ | 450 | ||||||||||
| Accounts receivable, net | 699 | 670 | ||||||||||||
| Assets held for sale | 184 | — | ||||||||||||
| Contract assets | 154 | 151 | ||||||||||||
| Other current assets | 228 | 306 | ||||||||||||
| Total current assets | 1,680 | 1,577 | ||||||||||||
| Land, buildings and equipment, net | 281 | 305 | ||||||||||||
| Operating lease right-of-use assets | 231 | 246 | ||||||||||||
| Intangible assets, net | 52 | 187 | ||||||||||||
| Goodwill | 1,339 | 1,528 | ||||||||||||
| Other long-term assets | 453 | 413 | ||||||||||||
| Total Assets | $ | 4,036 | $ | 4,256 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current portion of long-term debt | $ | 30 | $ | 90 | ||||||||||
| Accounts payable | 198 | 182 | ||||||||||||
| Accrued compensation and benefits costs | 243 | 237 | ||||||||||||
| Unearned income | 82 | 133 | ||||||||||||
| Liabilities held for sale | 29 | — | ||||||||||||
| Other current liabilities | 443 | 450 | ||||||||||||
| Total current liabilities | 1,025 | 1,092 | ||||||||||||
| Long-term debt | 1,383 | 1,420 | ||||||||||||
| Deferred taxes | 75 | 97 | ||||||||||||
| Operating lease liabilities | 184 | 207 | ||||||||||||
| Other long-term liabilities | 95 | 108 | ||||||||||||
| Total Liabilities | 2,762 | 2,924 | ||||||||||||
| Series A convertible preferred stock | 142 | 142 | ||||||||||||
| Common stock | 2 | 2 | ||||||||||||
| Additional paid-in capital | 3,910 | 3,899 | ||||||||||||
| Retained earnings (deficit) | (2,351) | (2,313) | ||||||||||||
| Accumulated other comprehensive loss | (429) | (398) | ||||||||||||
| Total Equity | 1,132 | 1,190 | ||||||||||||
| Total Liabilities and Equity | $ | 4,036 | $ | 4,256 | ||||||||||
| Shares of common stock issued and outstanding | 215,381 | 212,074 | ||||||||||||
| Shares of series A convertible preferred stock issued and outstanding | 120 | 120 | ||||||||||||
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||||||||
| Net loss | $ | (40) | $ | (11) | $ | (28) | $ | (118) | ||||||||||||||||||
| Adjustments required to reconcile net income (loss) to cash flows from operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization | 87 | 115 | 352 | 459 | ||||||||||||||||||||||
| Contract inducement amortization | — | — | 1 | 2 | ||||||||||||||||||||||
| Deferred income taxes | (14) | 17 | (21) | (21) | ||||||||||||||||||||||
| Write-off of deferred cloud computing implementation costs | 28 | — | 28 | — | ||||||||||||||||||||||
| (Gain) loss from investments | — | — | 5 | (3) | ||||||||||||||||||||||
| Amortization of debt financing costs | 1 | 2 | 6 | 7 | ||||||||||||||||||||||
| Loss on extinguishment of debt | 13 | — | 15 | — | ||||||||||||||||||||||
| Loss on divestitures and sales of fixed assets, net | — | 1 | 1 | 6 | ||||||||||||||||||||||
| Stock-based compensation | 7 | 6 | 21 | 20 | ||||||||||||||||||||||
| Allowance for credit losses | 2 | 1 | 1 | 2 | ||||||||||||||||||||||
| Changes in operating assets and liabilities | 1 | 41 | (138) | (193) | ||||||||||||||||||||||
| Net cash provided by (used in) operating activities | 85 | 172 | 243 | 161 | ||||||||||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||||||||||
| Cost of additions to land, buildings and equipment | (28) | (28) | (80) | (76) | ||||||||||||||||||||||
| Cost of additions to internal use software | (18) | (16) | (67) | (63) | ||||||||||||||||||||||
| Proceeds from divestitures | 1 | 2 | 5 | 5 | ||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (45) | (42) | (142) | (134) | ||||||||||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||||||||||
| Proceeds from revolving credit facility | 100 | — | 100 | 150 | ||||||||||||||||||||||
| Payments on revolving credit facility | — | (150) | — | (150) | ||||||||||||||||||||||
| Proceeds from the issuance of debt, net | 1,299 | 3 | 1,299 | 5 | ||||||||||||||||||||||
| Debt issuance costs | (9) | — | (9) | — | ||||||||||||||||||||||
| Payments on debt | (1,398) | (14) | (1,500) | (55) | ||||||||||||||||||||||
| Payment of contingent consideration related to acquisition | — | — | — | (4) | ||||||||||||||||||||||
| Premium on debt redemption | — | — | (2) | — | ||||||||||||||||||||||
| Taxes paid for settlement of stock-based compensation | (9) | (7) | (10) | (10) | ||||||||||||||||||||||
| Dividends paid on preferred stock | (3) | (5) | (10) | (10) | ||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (20) | (173) | (132) | (74) | ||||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | — | 5 | (7) | — | ||||||||||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 20 | (38) | (38) | (47) | ||||||||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 400 | 496 | 458 | 505 | ||||||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash at End of period(1) | $ | 420 | $ | 458 | $ | 420 | $ | 458 | ||||||||||||||||||
___________
(1)Includes $5 million and $8 million restricted cash as of December 31, 2021 and 2020, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets.
12
EXHIBIT 99.1
Appendix
Definition
Net ARR Activity Metric (TTM)
Projected Annual Recurring Revenue for contracts signed in the prior 12 months, less the annualized impact of any client losses, contractual volume and price changes, and other known impacts for which the company was notified in that same time period, which could positively or negatively impact results. The metric annualizes the net impact to revenue. Timing of revenue impact varies and may not be realized within the forward 12-month timeframe. The metric is for indicative purposes only. This metric excludes COVID-related volume impacts and non-recurring revenue signings. This metric is not indicative of any specific 12 month timeframe.
Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures.
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 against 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 Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental 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 following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.
These reconciliations also include the income tax effects for our non-GAAP performance measures in total, to the extent applicable. The income tax effects are calculated under the same accounting principles as applied to our reported pre-tax performance measures under ASC 740, which employs an annual effective tax rate method. The noted income tax effect for our non-GAAP performance measures is effectively the difference in income taxes for reported and adjusted pre-tax income calculated under the annual effective tax rate method. The tax effect of the non-GAAP adjustments was calculated based upon evaluation of the statutory tax treatment and the applicable statutory tax rate in the jurisdictions in which such charges were incurred.
Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate
We make adjustments to Net Income (Loss) before Income Taxes for the following items, as applicable, to the particular financial measure, for the purpose of calculating Adjusted Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate:
•Amortization of acquired intangible assets. The amortization of acquired intangible assets 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. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our strategic transformation program.
13
EXHIBIT 99.1
•Goodwill impairment. This represents Goodwill impairment charges related to the unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts for all reporting units.
•(Gain) loss on divestitures and transaction costs. Represents (gain) loss on divested businesses and transaction costs.
•Litigation costs (recoveries), net. Litigation costs (recoveries), net represents provisions for various matters subject to litigation.
•Other charges (credits). This includes Other (income) expenses, net on the Condensed Consolidated Statements of Income (loss) and other insignificant (income) expense associated with providing transition services on the California Medicaid contract loss and other adjustments.
•Abandonment of Cloud Computing Project. This includes charges in connection with the abandonment of a cloud computing project. The costs include writing off previously capitalized costs and remaining hosting fees that would have continued to be incurred without any economic benefit.
•Divestitures. Revenue from divestitures in the first quarter of 2019.
The Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions.
Management believes that the adjusted effective tax rate, provided as supplemental information, facilitates a comparison by investors of our actual effective tax rate with an adjusted effective tax rate which reflects the impact of the items which are excluded in providing adjusted net income and certain other identified items, and may provide added insight into our underlying business results and how effective tax rates impact our ongoing business.
Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin
We make adjustments to Revenue, Costs and Expenses and Operating Margin, as applicable, for the following items, for the purpose of calculating Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin:
•Amortization of acquired intangible assets.
•Restructuring and related costs.
•Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
•Goodwill impairment.
•(Gain) loss on divestitures and transaction costs.
•Litigation costs (recoveries), net.
•Other charges (credits).
•Abandonment of Cloud Computing Project.
•Divestitures.
We provide our investors with adjusted revenue, adjusted operating income and adjusted operating margin information, as supplemental information, because we believe it offers added insight, by itself and for comparability between periods, by adjusting for certain non-cash items as well as certain other identified items which we do not believe are indicative of our ongoing business, and may also provide added insight on trends in our ongoing business.
Adjusted EBITDA and 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 represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue or adjusted revenue, as applicable.
•Restructuring and related costs.
•Goodwill impairment.
14
EXHIBIT 99.1
•(Gain) loss on divestitures and transaction costs.
•Litigation costs (recoveries), net.
•Abandonment of Cloud Computing Project.
•Other charges (credits).
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.
Free Cash Flow
Free Cash Flow is defined as cash flows from operating activities as reported on the consolidated statement of cash flows, less cost of additions to land, buildings and equipment, cost of additions to internal use software, and proceeds from sales of land, buildings and equipment. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions and invest in land, buildings and equipment and internal use software, after required payments on debt. In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow reconciled to cash flow provided by operating activities, which we believe to be the most directly comparable measure under U.S. GAAP.
Adjusted Free Cash Flow
Adjusted Free Cash Flow is defined as Free Cash Flow from above plus deferred compensation payments, transaction costs, costs related to the Texas litigation, and certain other identified adjustments. We use Adjusted Free Cash Flow, in addition to Free Cash Flow, to provide supplemental information to our investors concerning our ability to generate cash from our ongoing operating activities and for performance based components of employee compensation; by excluding certain deferred compensation costs and our one-time Texas settlement costs, as well as transaction costs and transaction cost tax benefits related to acquisitions or divestitures, we believe we provide useful additional information to our investors to help them further understand our ability to generate cash period-over-period as well as added information on comparability to our competitors. Such as with Free Cash Flow information, as so adjusted, it is specifically not intended to provide amounts available for discretionary spending. We have added certain adjustments to account for items which we do not believe reflect our core business or operating performance, and we computed all periods with such adjusted costs.
Revenue at Constant Currency
To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. Dollars. We refer to this adjusted revenue as “constant currency.” Currency impact is determined as the difference between actual growth rates and constant currency growth rates. This currency impact is calculated by translating the current period activity in local currency using the comparable prior-year period's currency translation rate.
15
EXHIBIT 99.1
Non-GAAP Outlook
In providing the outlook for Adjusted EBITDA we exclude certain items which are otherwise included in determining the comparable U.S. GAAP financial measure. A description of the adjustments which historically have been applicable in determining Adjusted EBITDA are reflected in the table below. In addition, for "Full Year 2021 (Ex Midas)" we are excluding the estimated impacts of $70 million of Revenue and $29 million of Adjusted EBITDA related to the divestiture of the Midas business. We are providing such outlook only on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments for the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to reported results. We have provided an outlook for revenue on a constant currency basis due to the inability to accurately predict foreign currency impact on revenues. Outlook for Adjusted Free Cash Flow is provided as a factor of expected Adjusted EBITDA, see above. For the same reason, we are unable to provide GAAP expected adjusted tax rate, which adjusts for our non-GAAP adjustments.
16
EXHIBIT 99.1
Non-GAAP Reconciliations: Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax, Adjusted Operating Income (Loss) and Adjusted EBITDA were as follows:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| ADJUSTED REVENUE | ||||||||||||||||||||||||||
| Revenue | $ | 1,048 | $ | 1,055 | $ | 4,140 | $ | 4,163 | ||||||||||||||||||
| Foreign currency impact | 3 | (5) | (17) | 1 | ||||||||||||||||||||||
| Revenue at Constant Currency | $ | 1,051 | $ | 1,050 | $ | 4,123 | $ | 4,164 | ||||||||||||||||||
| ADJUSTED NET INCOME (LOSS) | ||||||||||||||||||||||||||
| Loss From Continuing Operations | $ | (40) | $ | (11) | $ | (28) | $ | (118) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Amortization of acquired intangible assets(1) | 32 | 59 | 135 | 239 | ||||||||||||||||||||||
| Restructuring and related costs | 14 | 11 | 45 | 67 | ||||||||||||||||||||||
| Loss on extinguishment of debt | 13 | — | 15 | — | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs | 2 | 3 | 3 | 17 | ||||||||||||||||||||||
| Litigation costs | 1 | — | 3 | 20 | ||||||||||||||||||||||
| Abandonment of Cloud Computing Project | 32 | — | 32 | — | ||||||||||||||||||||||
| Other charges (credits) | 2 | 1 | 6 | (6) | ||||||||||||||||||||||
Total Non-GAAP Adjustments | 96 | 74 | 239 | 337 | ||||||||||||||||||||||
Income tax adjustments(2) | (25) | (17) | (54) | (75) | ||||||||||||||||||||||
| Adjusted Net Income (Loss) | $ | 31 | $ | 46 | $ | 157 | $ | 144 | ||||||||||||||||||
| ADJUSTED EFFECTIVE TAX | ||||||||||||||||||||||||||
| Loss Before Income Taxes | $ | (54) | $ | (11) | $ | (25) | $ | (139) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total Non-GAAP Adjustments | 96 | 74 | 239 | 337 | ||||||||||||||||||||||
| Adjusted PBT | $ | 42 | $ | 63 | $ | 214 | $ | 198 | ||||||||||||||||||
| Income tax expense (benefit) | $ | (14) | $ | — | $ | 3 | $ | (21) | ||||||||||||||||||
Income tax adjustments(2) | 25 | 17 | 54 | 75 | ||||||||||||||||||||||
| Adjusted Income Tax Expense (Benefit) | 11 | 17 | 57 | 54 | ||||||||||||||||||||||
| Adjusted Net Income (Loss) | $ | 31 | $ | 46 | $ | 157 | $ | 144 | ||||||||||||||||||
17
EXHIBIT 99.1
| CONTINUED | Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| ADJUSTED OPERATING INCOME (LOSS) | ||||||||||||||||||||||||||
| Loss Before Income Taxes | $ | (54) | $ | (11) | $ | (25) | $ | (139) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 96 | 74 | 239 | 337 | ||||||||||||||||||||||
| Interest expense | 17 | 14 | 55 | 60 | ||||||||||||||||||||||
| Adjusted Operating Income (Loss) | $ | 59 | $ | 77 | $ | 269 | $ | 258 | ||||||||||||||||||
| ADJUSTED EBITDA | ||||||||||||||||||||||||||
| Loss From Continuing Operations | $ | (40) | $ | (11) | $ | (28) | $ | (118) | ||||||||||||||||||
| Income tax expense (benefit) | (14) | — | 3 | (21) | ||||||||||||||||||||||
| Depreciation and amortization | 87 | 115 | 352 | 459 | ||||||||||||||||||||||
| Contract inducement amortization | — | — | 1 | 2 | ||||||||||||||||||||||
| Interest expense | 17 | 14 | 55 | 60 | ||||||||||||||||||||||
| EBITDA | 50 | 118 | 383 | 382 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restructuring and related costs | 14 | 11 | 45 | 67 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs | 2 | 3 | 3 | 17 | ||||||||||||||||||||||
| Litigation costs | 1 | — | 3 | 20 | ||||||||||||||||||||||
| Loss on extinguishment of debt | 13 | — | 15 | — | ||||||||||||||||||||||
| Abandonment of Cloud Computing Project | 32 | — | 32 | — | ||||||||||||||||||||||
| Other charges (credits) | 2 | 1 | 6 | (6) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 114 | $ | 133 | $ | 487 | $ | 480 | ||||||||||||||||||
___________
(1)Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(2)The tax impact of Adjusted Pre-tax income (loss) from continuing operations was calculated under the same accounting principles applied to the 'As Reported' pre-tax income (loss), which employs an annual effective tax rate method to the results and without regard to divestitures, charges for amortization of intangible assets, restructuring, loss on extinguishment of debt and charges for abandonment of a cloud computing project.
18
EXHIBIT 99.1
Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (Amounts are in whole dollars, shares are in thousands and margins and rates are in %) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
ADJUSTED DILUTED EPS(1) | ||||||||||||||||||||||||||
| Weighted Average Common Shares Outstanding | 213,410 | 209,981 | 212,719 | 210,018 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restricted stock and performance units / shares | 7,212 | 8,483 | 7,152 | 4,969 | ||||||||||||||||||||||
| Adjusted Weighted Average Common Shares Outstanding | 220,622 | 218,464 | 219,871 | 214,987 | ||||||||||||||||||||||
| Diluted EPS from Continuing Operations | $ | (0.20) | $ | (0.07) | $ | (0.18) | $ | (0.61) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 0.44 | 0.35 | 1.10 | 1.58 | ||||||||||||||||||||||
Income tax adjustments(2) | (0.11) | (0.08) | (0.25) | (0.35) | ||||||||||||||||||||||
| Adjusted Diluted EPS | $ | 0.13 | $ | 0.20 | $ | 0.67 | $ | 0.62 | ||||||||||||||||||
| ADJUSTED EFFECTIVE TAX RATE | ||||||||||||||||||||||||||
| Effective tax rate | 26.6 | % | — | % | (9.7) | % | 15.1 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | (1.2) | % | 27.0 | % | 36.3 | % | 12.2 | % | ||||||||||||||||||
Adjusted Effective Tax Rate(2) | 25.4 | % | 27.0 | % | 26.6 | % | 27.3 | % | ||||||||||||||||||
| ADJUSTED OPERATING MARGIN | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes Margin | (5.2) | % | (1.0) | % | (0.6) | % | (3.3) | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Total non-GAAP adjustments | 9.2 | % | 7.0 | % | 5.8 | % | 8.1 | % | ||||||||||||||||||
| Interest expense | 1.6 | % | 1.3 | % | 1.3 | % | 1.4 | % | ||||||||||||||||||
| Margin for Adjusted Operating Income | 5.6 | % | 7.3 | % | 6.5 | % | 6.2 | % | ||||||||||||||||||
| ADJUSTED EBITDA MARGIN | ||||||||||||||||||||||||||
| EBITDA Margin | 4.8 | % | 11.2 | % | 9.3 | % | 9.2 | % | ||||||||||||||||||
| Total non-GAAP adjustments | 6.1 | % | 1.4 | % | 2.5 | % | 2.3 | % | ||||||||||||||||||
| Adjusted EBITDA Margin | 10.9 | % | 12.6 | % | 11.8 | % | 11.5 | % | ||||||||||||||||||
__________
(1)Average shares for the 2021 and 2020 calculation of adjusted EPS excludes 5.4 million shares associated with our Series A convertible preferred stock and includes the impact of preferred stock dividend of approximately $3 million and $10 million for the three months and years ended December 31, 2021 and 2020, respectively.
(2)The tax impact of Adjusted Pre-tax income (loss) from continuing operations was calculated under the same accounting principles applied to the 'As Reported' pre-tax income (loss), which employs an annual effective tax rate method to the results and without regard to divestitures, charges for amortization of intangible assets, restructuring, loss on extinguishment of debt and charges for abandonment of a cloud computing project.
19
EXHIBIT 99.1
Free Cash Flow and Adjusted Free Cash Flow Reconciliation:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Operating Cash Flow | $ | 85 | $ | 172 | $ | 243 | $ | 161 | ||||||||||||||||||
| Cost of additions to land, buildings and equipment | (28) | (28) | (80) | (76) | ||||||||||||||||||||||
| Proceeds from sales of land, buildings and equipment | — | — | — | — | ||||||||||||||||||||||
| Cost of additions to internal use software | (18) | (16) | (67) | (63) | ||||||||||||||||||||||
| Tax payment related to divestitures | — | — | — | — | ||||||||||||||||||||||
| Free Cash Flow | $ | 39 | $ | 128 | $ | 96 | $ | 22 | ||||||||||||||||||
| Free Cash Flow | $ | 39 | $ | 128 | $ | 96 | $ | 22 | ||||||||||||||||||
| Transaction costs | — | 2 | 2 | 5 | ||||||||||||||||||||||
| Vendor financed lease payments | (2) | (2) | (9) | (11) | ||||||||||||||||||||||
| Texas litigation payments | — | — | — | 118 | ||||||||||||||||||||||
| Adjusted Free Cash Flow | $ | 37 | $ | 128 | $ | 89 | $ | 134 | ||||||||||||||||||
20
February 16, 2022 Conduent Q4 and Full Year 2021 Earnings Results
2 Forward-Looking Statements This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "if,” “growing,” “projected,” “potential,” “likely,” and similar expressions, as they relate to us, are intended to identify forward- looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact included in this presentation are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general market and economic conditions; our transformation progress; Our ability to outrun the one-time government stimulus volumes that benefited 2021 and to demonstrate growth; and our projected financial performance for the full year 2022, including all statements made under the section captioned “FY 2022 and 2023 Outlook” within this release. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, and markets, results of operations and financial condition and anticipated actions to be taken by management to sustain our business during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historical in nature, are forward looking. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions. In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this presentation, any exhibits to this presentation and other public statements we make. Our actual results may vary materially from those expressed or implied in our forward-looking statements. These forward- looking statements are also subject to the significant continuing impact of the COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted. Important factors and uncertainties that could cause our actual results to differ materially from those in our forward-looking statements include, but are not limited to: the significant continuing effects of the ongoing COVID-19 pandemic on our business, operations, financial results and financial condition, which is dependent on developments which are highly uncertain and cannot be predicted; government appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts, including contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection with our contracts; our reliance on third-party providers; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; risk and impact of geopolitical events, natural disasters and other factors (such as pandemics, including coronavirus) in a particular country or region on our workforce, customers and vendors; claims of infringement of third-party intellectual property rights; our ability to estimate the scope of work or the costs of performance in our contracts; the loss of key senior management and our ability to attract and retain necessary technical personnel and qualified subcontractors; increases in the cost of telephone and data services or significant interruptions in such services; our failure to develop new service offerings and protect our intellectual property rights; our ability to modernize our information technology infrastructure and consolidate data centers; the failure to comply with laws relating to individually identifiable information and personal health information; the failure to comply with 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 comply with data security standards; changes in tax and other laws and regulations; risk and impact of potential goodwill and other asset impairments; our significant indebtedness; our ability to obtain adequate pricing for our services and to improve our cost structure; our ability to collect our receivables, including those for unbilled services; a decline in revenues from, or a loss of, or a reduction in business from or failure of significant clients; fluctuations in our non-recurring revenue; our failure to maintain a satisfactory credit rating; our ability to receive dividends or other payments from our subsidiaries; developments in various contingent liabilities that are not reflected on our balance sheet, including those arising as a result of being involved in a variety of claims, lawsuits, investigations and proceedings; conditions abroad, including local economics, political environments, fluctuating foreign currencies and shifting regulatory schemes; changes in government regulation and economic, strategic, political and social conditions; volatility of our stock price and the risk of litigation following a decline in the price of our stock; the impact of the ongoing COVID-19 pandemic; 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 Annual Reports on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this presentation 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 because of new information, subsequent events or otherwise. Cautionary Statements
3 Non-GAAP Financial Measures We have reported our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures. 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 against the corresponding prior period. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our 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 Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental 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. Refer to the "Non-GAAP Financial Measures" section in this document for a discussion of these non-GAAP measures and their reconciliation to the reported U.S. GAAP measures. Cautionary Statements
4 2021 Full Year Earnings 2021 Results – Operational Highlights – Sales – Financials 2022/23 Outlook – Game Plan – Financial Guidance Q&A
5 2021 Results
6 Q4 & Full Year 2021 Highlights Q4 / Full Year Results / Metrics • Revenue: Q4 $1,048M / FY $4,140M • Adj. EBITDA(1): Q4 $114M / FY $487M • Adj. EBITDA Margin(1): Q4 10.9% / FY 11.8% • TCV new business signings: Q4 $310M, FY $1,785M • New business ARR signings: Q4 $111M, FY $408M • Net ARR Activity Impact (TTM)(2): $128M, Positive for the fifth consecutive quarter Highlights • Sale of Midas suite of solutions for net proceeds of $321M; closed on February 8, 2022 • Debt refinancing successfully completed as planned • Distributed approx. $50 billion of US Government pandemic stimulus payments • Sustained high level of associate engagement through difficult COVID years • Consolidated technology infrastructure and improved operational excellence • Client satisfaction improved for the 3rd consecutive year resulting in significant client recognition • Numerous external awards for culture including best place to work for LGBTQ, Diversity, and Women (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA/Margin. (2) Full definition in the Appendix.
7 2021 Operational Highlights & Recognition Industry Research Culture Recognized as a leader by the following; • NelsonHall • Everest Group • ISG • Brandon Hall • Gartner • Increase in Client Satisfaction 3 Years in a Row • GM Supplier of the Year Award • IBTTA Toll Excellence President’s Award for Innovation • Toyota Supplier Excellence Recognition • ITS-NY Project of the Year Award for Thruway Cashless Tolling Implementation • South Carolina Governor’s Committee on Employment of People with Disabilities • Forbes: Best Employers for Diversity • Gold Stevie® Award: Leading Through Digital Disruption • Comparably: Best Company for Women; Best Company for Diversity; Best Global Culture; Best CEO for Diversity • HRC Foundation Corporate Equality Index: Best Place to Work for LGBTQ Equality in the U.S. and Mexico Client
8 Growth and Retention New Business TCV Signings (incl. ARR + NRR) Sales Update Net ARR Activity (TTM)(1,2) (1) Full definition in the Appendix. (2) Trailing Twelve Months. $519M $1,934M $310M $1,785M 2020 2021 Q4 FY $—M $1,000M $2,000M $3,000M New Business ARR $95M $353M $111M $408M 2020 2021 Q4 FY $—M $250M $500M Full Year New Business TCV Signing by Segment $801M $516M $468M Commercial Government Transportation $60 $87 $106 $132 $128 Q4' 20 Q1' 21 Q2' 21 Q3' 21 Q4' 21 $— $50 $100 $150
9 Full Year 2021 P&L Metrics $4,163M $4,140M FY '20 FY '21 $—M $2,000M $4,000M $6,000M (0.6)% Y/Y (0.9)% in CC Revenue $480M / 11.5% $487M / 11.8% FY '20 FY '21 $0M $200M $400M $600M Adj. EBITDA(1) / Margin 1.5% Y/Y • Revenue: ◦ Revenue benefited from non-recurring stimulus payments volume in the Government Services business and new business ramp, offset by lost business from prior years. • Adj. EBITDA(1): ◦ Increase driven by high margins from non-recurring government payments volume, partially offset by temporary cost savings in the prior year. • Adj. EBITDA Margin(1): ◦ 11.8%, up 30 bps Y/Y (8.6)% (5.2)% (4.0)% (2.2)% 1.0% (0.3)% (0.7)% Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Revenue Trend (Y/Y Compare) (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA/margin.
10 $240M $440M $109M $(302)M $487M Commercial Industries Government Services Transportation Unallocated Costs & Other Adjusted EBITDA FY 2021 P&L by Segment (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA/margin. Commercial Industries, $2,076M Government Services, $1,318M Transportation, $746M 3.8% Y/Y 2.9% Y/Y (4.0)% Y/Y (6.8)% Y/Y 10.8% Y/Y (7.0)% Y/Y • Commercial: Revenue impacted by new business ramp, offset by lost business from prior years. • Government: Growth driven by non-recurring payments activity (approx $74M) and new business ramp, partially offset by lost business from prior years. • Transportation: Growth driven by strong new business ramp and returning COVID-19 volumes, partially offset by lost business from prior years. • Commercial: Adj. EBITDA decline driven by revenue mix and short term cost savings in the prior year; margin 11.6% down (30) bpsY/Y. • Government: Adj. EBITDA improvement driven by high margins from non-recurring payments activity; margin 33.4% up 240 bps Y/Y. • Transportation: Adj. EBITDA decline driven by revenue mix and short term cost savings in the prior year; margin 14.6% down (170) bps Y/Y. Revenue Adj. EBITDA(1) Contributions 1.5% Y/Y
11 Q4 & FY 2021 Cash Flow and Balance Sheet Q4 2021 Cash Balance Changes Balance Sheet For the complete set of footnotes associated with this slide, please refer to the last page of the Appendix. ($ in millions) 12/31/2020 12/31/2021 Total Cash(2) $458 $420 Total Debt(2,4) 1,504 1,400 Term Loan A(3) due 2026 — 265 Term Loan B(3) due 2028 — 515 Revolving Credit Facility due 2026(5) — 100 Senior Notes due 2029 — 520 Finance leases and Other loans 24 40 Net adjusted leverage ratio(7) 2.1x 2.0x Debt Maturity Post Refinancing(8) $400M $37M $(17)M $420 Cash Beginning of Period Adjusted Free Cash Flow (1) Financing and Other Adjustments Cash End of Period • Adj. Free Cash Flow(1): Q4 $37M / FY $89M • Capex(6) as % of revenue: Q4 4.4% / FY 3.6% • Net adjusted leverage ratio(7) of 2.0x • $420M of cash(2) at end of Q4 2021 • Debt refinance completed on 10/15/2021 $100M$18M $18M $18M $18M $217M $5M $484M $520M Revolver Term Loan A & B Senior Notes 2022 2023 2024 2025 2026 2027 2028 2029
12 2022/23 Outlook
13 2022 Priorities
14 FY 2022 and 2023 Outlook (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA/Margin. (2) Refer to Appendix for definition and complete non-GAAP reconciliation of Adjusted Free Cash Flow. (3) Normalized for the impact of payment of deferred payroll taxes primarily related to the CARES Act of $32M in 2021 and $27M in 2022, Adjusted Free Cash Flow as a percentage of Adjusted EBITDA for 2021 is approximately 25% and approximately 22% in 2022 (4) Refer to Appendix for Non GAAP Outlook FY 2021 Actuals FY 2021 (Ex Midas) FY 2022 Outlook FY 2023 Outlook Revenue/Adj. Revenue $4,140M $4,070M $3,825M - $3,975M 1% - 4% Growth Adj. EBITDA(1) / Adj. EBITDA Margin(1) $487M / 11.8% $458M / 11.3% 9.5% - 10.5% 10.5% - 11.5% Adj. Free Cash Flow(2) as % of Adj. EBITDA(1) 18% (3) Approx. 15% (3) Approx. 25% Restructuring $45M Approx. $40M Approx. $20M CapEx $147M Approx. $140M Approx. $140M (4)
15 Appendix
16 Sales Metrics TCV Signings (incl. ARR + NRR) 324 623 468 519 356 775 344 310 515 912 745 637 273 825 276 1,461 New Business Renewal Q1' 20 Q2' 20 Q3' 20 Q4' 20 Q1' 21 Q2' 21 Q3' 21 Q4' 21 $0M $1,000M $2,000M New Business (ARR + NRR Breakdown) 57 105 96 95 95 115 87 111 44 76 58 77 127 152 70 61 NB ARR NB NRR Q1' 20 Q2' 20 Q3' 20 Q4' 20 Q1' 21 Q2' 21 Q3' 21 Q4' 21 $0M $150M $300M New Business TCV Signings (TTM) Implied New Business Avg. Contract Length 4.9yrs 5.2yrs 4.3yrs 4.7yrs 2.4yrs 5.4yrs 3.1yrs 2.2yrs Q1' 20 Q2' 20 Q3' 20 Q4' 20 Q1' 21 Q2' 21 Q3' 21 Q4' 21 —yrs 2.5yrs 5.0yrs 7.5yrs 1,095 1,390 1,624 1,934 1,966 2,118 1,993 1,785 New Business Q1' 20 Q2' 20 Q3' 20 Q4' 20 Q1' 21 Q2' 21 Q3' 21 Q4' 21 $0M $1,000M $2,000M $3,000M
17 Government Revenue Trend 1.5% 8.7% 6.8% 9.7% 2.1% 0.3% 0.3% Revenue Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Transportation Revenue Trend (14.9)% (12.9)% (5.9)% (2.6)% 12.1% 2.9% 3.7% Revenue Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Commercial Revenue Trend (12.2)% (10.2)% (8.4)% (8.0)% (3.3)% (1.7)% (2.7)% Revenue Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Segment Revenue Trend Commercial & Transportation positioned for growth in 2022 • Commercial: ◦ New business ramp, deal pipeline, better client retention and potential for interest rate increases, position this segment for growth in 2022 • Transportation: ◦ New business ramp and deal pipeline position this segment for continued growth in 2022 • Government: ◦ The non-recurring payments run off creates a large grow-over challenge in 2022
18 Q4 Operational Highlights & Recognition A collaborative, teamwork-oriented culture laser-focused on driving valuable outcomes for clients
19 Definitions New Business Total Contract Value (TCV): Estimated total future revenues from contracts signed during the year related to new logo, new service line or expansion with existing customers. New Business Non-Recurring Revenue (NRR): metric measures the non-recurring revenue for any new business signing, includes: i. Signing value of any contract with term less than 12 months ii. Signing value of project based revenue, not expected to continue long term. New Business Annual Recurring Revenue (ARR): metric measures the revenue from recurring services provided to the client for any new business signing. ARR represents the recurring services provided to a customer with the opportunity for renewal at the end of the contract term. The calculation of ARR is (Total Contract Value less Non-Recurring Revenue) divided by the Contract Term. Renewal TCV Signings: Estimated total future revenues from contracts signed during the year related to renewals. Renewal Signings Annual Recurring Revenue (ARR): metric measures the revenue from recurring services provided to the client for any renewal signing. ARR represents the recurring services provided to a customer with the opportunity for renewal at the end of the contract term. The calculation of ARR is (Total Contract Value less Non-Recurring Revenue) divided by the Contract Term. Net ARR Activity: Projected Annual Recurring Revenue for contracts signed in the prior 12 months, less the annualized impact of any client losses, contractual volume and price changes, and other known impacts for which the company was notified in that same time period, which could positively or negatively impact results. The metric annualizes the net impact to revenue. Timing of revenue impact varies and may not be realized within the forward 12-month timeframe. The metric is for indicative purposes only. This metric excludes COVID-related volume impacts and non-recurring revenue signings. This metric is not indicative of any specific 12 month timeframe. Total New Business Pipeline (Cumulative Pipeline): TCV pipeline of deals in all sell stages. Extends past next 12 month period to include total pipeline. Excludes the impact of divested business as required. Implied New Business Average Contract Length: (New business TCV – New business NRR) / New business ARR = Implied New Business Average Contract Length.
20 Non-GAAP Financial Measures We have reported our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures. 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 against 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 Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental 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 following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below. These reconciliations also include the income tax effects for our non-GAAP performance measures in total, to the extent applicable. The income tax effects are calculated under the same accounting principles as applied to our reported pre-tax performance measures under ASC 740, which employs an annual effective tax rate method. The noted income tax effect for our non-GAAP performance measures is effectively the difference in income taxes for reported and adjusted pre-tax income calculated under the annual effective tax rate method. The tax effect of the non-GAAP adjustments was calculated based upon evaluation of the statutory tax treatment and the applicable statutory tax rate in the jurisdictions in which such charges were incurred. Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate. We make adjustments to Net Income (Loss) before Income Taxes for the following items, as applicable, to the particular financial measure, for the purpose of calculating Adjusted Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate: • Amortization of acquired intangible assets. The amortization of acquired intangible assets 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. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our strategic transformation program. • Goodwill impairment. This represents Goodwill impairment charges related to the unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts for all reporting units. • (Gain) loss on divestitures and transaction costs. Represents (gain) loss on divested businesses and transaction costs. • Litigation costs (recoveries), net. Litigation costs (recoveries), net represents provisions for various matters subject to litigation. • Other charges (credits). This includes Other (income) expenses, net on the Condensed Consolidated Statements of Income (loss) and other insignificant (income) expense associated with providing transition services on the California Medicaid contract loss and other adjustments. • Abandonment of Cloud Computing Project. This includes charges in connection with the abandonment of a cloud computing project. The costs include writing off previously capitalized costs and remaining hosting fees that would have continued to be incurred without any economic benefit. • Divestitures. Revenue from divestitures in the first quarter of 2019. The Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. Management believes that the adjusted effective tax rate, provided as supplemental information, facilitates a comparison by investors of our actual effective tax rate with an adjusted effective tax rate which reflects the impact of the items which are excluded in providing adjusted net income and certain other identified items, and may provide added insight into our underlying business results and how effective tax rates impact our ongoing business. Non-GAAP Financial Measures
21 Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin. We make adjustments to Revenue, Costs and Expenses and Operating Margin, as applicable, for the following items, for the purpose of calculating Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin: • Amortization of acquired intangible assets. • Restructuring and related costs. • Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs. • Goodwill impairment. • (Gain) loss on divestitures and transaction costs. • Litigation costs (recoveries), net. • Other charges (credits). • Abandonment of Cloud Computing Project. • Divestitures. We provide our investors with adjusted revenue, adjusted operating income and adjusted operating margin information, as supplemental information, because we believe it offers added insight, by itself and for comparability between periods, by adjusting for certain non-cash items as well as certain other identified items which we do not believe are indicative of our ongoing business, and may also provide added insight on trends in our ongoing business. Non-GAAP Financial Measures
22 Adjusted EBITDA and 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 represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue or adjusted revenue, as applicable: • Restructuring and related costs. • Goodwill impairment. • (Gain) loss on divestitures and transaction costs. • Litigation costs (recoveries), net. • Abandonment of Cloud Computing Project. • Other charges (credits). 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. Non-GAAP Financial Measures
23 Free Cash Flow Free Cash Flow is defined as cash flows from operating activities as reported on the consolidated statement of cash flows, less cost of additions to land, buildings and equipment, cost of additions to internal use software, and proceeds from sales of land, buildings and equipment. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions and invest in land, buildings and equipment and internal use software, after required payments on debt. In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow reconciled to cash flow provided by operating activities, which we believe to be the most directly comparable measure under U.S. GAAP. Adjusted Free Cash Flow Adjusted Free Cash Flow is defined as Free Cash Flow from above plus deferred compensation payments, transaction costs, costs related to the Texas litigation, and certain other identified adjustments. We use Adjusted Free Cash Flow, in addition to Free Cash Flow, to provide supplemental information to our investors concerning our ability to generate cash from our ongoing operating activities and for performance based components of employee compensation; by excluding certain deferred compensation costs and our one-time Texas settlement costs, as well as transaction costs and transaction cost tax benefits related to acquisitions or divestitures, we believe we provide useful additional information to our investors to help them further understand our ability to generate cash period-over-period as well as added information on comparability to our competitors. Such as with Free Cash Flow information, as so adjusted, it is specifically not intended to provide amounts available for discretionary spending. We have added certain adjustments to account for items which we do not believe reflect our core business or operating performance, and we computed all periods with such adjusted costs. Revenue at Constant Currency To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. Dollars. We refer to this adjusted revenue as “constant currency.” Currency impact is determined as the difference between actual growth rates and constant currency growth rates. This currency impact is calculated by translating the current period activity in local currency using the comparable prior-year period's currency translation rate. Non-GAAP Outlook In providing the outlook for Adjusted EBITDA we exclude certain items which are otherwise included in determining the comparable U.S. GAAP financial measure. A description of the adjustments which historically have been applicable in determining Adjusted EBITDA are reflected in the table below. In addition, for "Full Year 2021 (Ex Midas)" we are excluding the estimated impacts of $70 million of Revenue and $29 million of Adjusted EBITDA related to the divestiture of the Midas business. We are providing such outlook only on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments for the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to reported results. We have provided an outlook for revenue on a constant currency basis due to the inability to accurately predict foreign currency impact on revenues. Outlook for Adjusted Free Cash Flow is provided as a factor of expected Adjusted EBITDA, see above. For the same reason, we are unable to provide GAAP expected adjusted tax rate, which adjusts for our non-GAAP adjustments. Non-GAAP Financial Measures
24 Non-GAAP Reconciliations (in millions) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 Revenue $ 1,055 $ 1,028 $ 1,026 $ 1,038 $ 1,048 $ 4,140 $ 4,163 Foreign currency impact (5) (7) (10) (3) 3 (17) 1 Revenue at Constant Currency $ 1,050 $ 1,021 $ 1,016 $ 1,035 $ 1,051 $ 4,123 $ 4,164 ADJUSTED NET INCOME (LOSS) Income (Loss) From Continuing Operations $ (11) $ (11) $ 12 $ 11 $ (40) $ (28) $ (118) Adjustments: Amortization of acquired intangible assets(1) 59 40 32 31 32 135 239 Restructuring and related costs 11 13 8 10 14 45 67 Loss on extinguishment of debt — — 2 — 13 15 — (Gain) loss on divestitures and transaction costs 3 2 (1) — 2 3 17 Litigation costs — 1 1 — 1 3 20 Abandonment of Cloud Computing Project — — — — 32 32 — Other charges (credits) 1 — — 4 2 6 (6) Total Non-GAAP Adjustments 74 56 42 45 96 239 337 Income tax adjustments(2) (17) (9) (8) (12) (25) (54) (75) Adjusted Net Income $ 46 $ 36 $ 46 $ 44 $ 31 $ 157 $ 144 Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax Rate, Adjusted Operating Income (Loss) and Adjusted EBITDA
25 CONTINUED (in millions) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 ADJUSTED EFFECTIVE TAX Income (Loss) Before Income Taxes $ (11) $ (9) $ 19 $ 19 $ (54) $ (25) $ (139) Adjustment: Total Non-GAAP Adjustments 74 56 42 45 96 239 337 Adjusted PBT $ 63 $ 47 $ 61 $ 64 $ 42 $ 214 $ 198 Income tax expense (benefit) $ — $ 2 $ 7 $ 8 $ (14) $ 3 $ (21) Income tax adjustments(2) 17 9 8 12 25 54 75 Adjusted Income Tax Expense (Benefit) 17 11 15 20 11 57 54 Adjusted Net Income (Loss) $ 46 $ 36 $ 46 $ 44 $ 31 $ 157 $ 144 ADJUSTED OPERATING INCOME (LOSS) Loss Before Income Taxes $ (11) $ (9) $ 19 $ 19 $ (54) $ (25) $ (139) Adjustment: Total non-GAAP adjustments 74 56 42 45 96 239 337 Interest expense 14 13 13 12 17 55 60 Adjusted Operating Income (Loss) $ 77 $ 60 $ 74 $ 76 $ 59 $ 269 $ 258
26 (in millions) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 ADJUSTED EBITDA Income (Loss) From Continuing Operations $ (11) $ (11) $ 12 $ 11 $ (40) $ (28) $ (118) Income tax expense (benefit) — 2 7 8 (14) 3 (21) Depreciation and amortization 115 95 86 84 87 352 459 Contract inducement amortization — — — 1 — 1 2 Interest expense 14 13 13 12 17 55 60 EBITDA 118 99 118 116 50 383 382 Adjustments: Restructuring and related costs 11 13 8 10 14 45 67 Loss on extinguishment of debt — — 2 — 13 15 — (Gain) loss on divestitures and transaction costs 3 2 (1) — 2 3 17 Litigation costs — 1 1 — 1 3 20 Abandonment of Cloud Computing Project — — — — 32 32 — Other charges (credits) 1 — — 4 2 6 (6) Adjusted EBITDA $ 133 $ 115 $ 128 $ 130 $ 114 $ 487 $ 480 1. Included in Depreciation and amortization on the Consolidated Statements of Income (Loss). 2. The tax impact of Adjusted Pre-tax income (loss) from continuing operations was calculated under the same accounting principles applied to the 'As Reported' pre-tax income (loss), which employs an annual effective tax rate method to the results and without regard to divestitures, charges for amortization of intangible assets, restructuring, loss on extinguishment of debt and charges for abandonment of a cloud computing project. CONTINUED
27 Non-GAAP Reconciliations (Amounts are in whole dollars, shares are in thousands and margins are in %) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 ADJUSTED DILUTED EPS(1) Weighted Average Common Shares Outstanding 209,981 212,250 212,450 212,633 213,410 212,719 210,018 Adjustments: Restricted stock and performance units / shares 8,483 6,952 7,715 7,184 7,212 7,152 4,969 Adjusted Weighted Average Common Shares Outstanding 218,464 219,202 220,165 219,817 220,622 219,871 214,987 Diluted EPS from Continuing Operations $ (0.07) $ (0.06) $ 0.04 $ 0.04 $ (0.20) $ (0.18) $ (0.61) Adjustments: Total non-GAAP adjustments 0.35 0.25 0.20 0.20 0.44 1.10 1.58 Income tax adjustments(2) (0.08) (0.04) (0.04) (0.05) (0.11) (0.25) (0.35) Adjusted Diluted EPS $ 0.20 $ 0.15 $ 0.20 $ 0.19 $ 0.13 $ 0.67 $ 0.62 ADJUSTED EFFECTIVE TAX RATE Effective tax rate — % (23.4) % 38.2 % 38.3 % 26.6 % (9.7) % 15.1 % Adjustments: Total non-GAAP adjustments 27.0 46.8 (12.5) (7.9) (1.2) 36.3 12.2 Adjusted Effective Tax Rate(2) 27.0 % 23.4 % 25.7 % 30.4 % 25.4 % 26.6 % 27.3 % Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin, and Adjusted EBITDA Margin
28 (Margins are in %) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 ADJUSTED OPERATING MARGIN Income (Loss) Before Income Taxes Margin (1.0) % (0.9) % 1.9 % 1.8 % (5.2) % (0.6) % (3.3) % Adjustments: Total non-GAAP adjustments 7.0 5.4 4.0 4.3 9.2 5.8 8.1 Interest expense 1.3 1.3 1.3 1.2 1.6 1.3 1.4 Margin for Adjusted Operating Income 7.3 % 5.8 % 7.2 % 7.3 % 5.6 % 6.5 % 6.2 % ADJUSTED EBITDA MARGIN EBITDA Margin 11.2 9.6 11.5 11.2 4.8 9.3 9.2 Total non-GAAP adjustments 1.4 1.6 1.0 1.3 6.1 2.5 2.3 Adjusted EBITDA Margin 12.6 % 11.2 % 12.5 % 12.5 % 10.9 % 11.8 % 11.5 % 1. Average shares for the 2021 and 2020 calculation of adjusted EPS excludes 5.4 million shares associated with our Series A convertible preferred stock and includes the impact of the preferred stock dividend of approximately $3 million and $10 million for the three months and years ended December 31, 2021 and 2020, respectively. 2. The tax impact of Adjusted Pre-tax income (loss) from continuing operations was calculated under the same accounting principles applied to the 'As Reported' pre-tax income (loss), which employs an annual effective tax rate method to the results and without regard to divestitures, charges for amortization of intangible assets, restructuring, loss on extinguishment of debt and charges for abandonment of a cloud computing project. CONTINUED
29 Non-GAAP Reconciliation: Free Cash Flow and Adj. Free Cash Flow (in millions) Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 FY 2020 Operating Cash Flow $ 172 $ (2) $ 105 $ 55 $ 85 $ 243 $ 161 Cost of additions to land, buildings and equipment (28) (14) (25) (13) (28) (80) (76) Proceeds from sale of land, buildings and equipment — — — — — — — Cost of additions to internal use software (16) (16) (16) (17) (18) (67) (63) Tax payment related to divestitures — — — — — — — Free Cash Flow 128 (32) 64 25 39 96 22 Transaction costs 2 1 1 — — 2 5 Transaction costs tax benefit — — — — — — — Vendor financed lease payments (2) (2) (3) (2) (2) (9) (11) Texas litigation payments — — — — — — 118 Adjusted Free Cash Flow $ 128 $ (33) $ 62 $ 23 $ 37 $ 89 $ 134 (1) Refer to Appendix for complete non-GAAP reconciliations of Adjusted Free Cash Flow. (2) Total Cash includes $5M and $8M of restricted cash as of December 31, 2021 and December 31, 2020, respectively, and Total debt excludes deferred financing costs. (3) Revolving credit facility and Term Loan A interest rate: LIBOR + 175 bps; Term Loan B: LIBOR + 250 bps. (4) Total Debt as of December 31, 2021 and 2020 includes Term Loan A, Term Loan B, Senior Notes and Revolving credit facility borrowings. (5) $430M of available capacity under Revolving Credit Facility as of December 31, 2021. $100M of which has been repaid in February 2022. (6) Capex refers to Land, Buildings & Equipment plus additions to Internal Use Software. (7) Net debt (Total debt less adjusted cash) divided by TTM Adjusted EBITDA (not adjusted for divestitures). Adjusted ratio uses Total Debt which excludes deferred financing costs. (8) Debt maturity amounts exclude finance leases and other loans. The below footnotes correspond to the Cash Flow and Balance Sheet slide
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