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): August 02, 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 August 02, 2022 , Registrant released its second quarter 2022 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 August 02, 2022 , Registrant conducted an earnings call regarding its 2022 second 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 second quarter 2022 earnings press release dated May 3, 2022 | ||||||||
| Registrant’s investor presentation dated May 3, 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 our belief that keeping the Transportation business as part of the Conduent portfolio is the right decision at this time as a result of further consideration, including consideration of the value of diverse revenue streams in the current environment, the distraction of a separation and changes in market valuations; our optimistic outlook about the future of our businesses because of our unique technologies, our solution and service capabilities, and our strong associate base, 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; 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: August 02, 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 Second Quarter 2022 Financial Results
Key Q2 2022 Highlights
•Results consistent with expectations
•Not separating Transportation business
•Revenue and Adj. Revenue(1): $928M
•Pre-tax Income: $5M
•Adj. EBITDA Margin(1): 9.4%
•Annual Contract Value (ACV)(2): $180M
•Annual Recurring Revenue (ARR) signings: $100M
•Net ARR Activity Metric(2) (TTM): $104M
FLORHAM PARK, NJ, August 2, 2022 - Conduent (NASDAQ: CNDT), a business process services and solutions company, today announced its second quarter 2022 financial results.
Cliff Skelton, Conduent President & CEO stated, “Q2 represents another quarter where our team continued to deliver in line with expectations regarding Revenue performance, Adjusted EBITDA, and Sales. In addition, we received recognition for our culture and service excellence from both our clients and the industry. Meanwhile and importantly, while we previously announced a consideration to separate our Transportation business, further analysis of cost and opportunity given recent turns in the market, as well as further optimism in this business, leads our Management and Board to unanimously believe that keeping the Transportation business as part of the Conduent portfolio, and not separate, is the right decision at this time. The value of diverse revenue streams in the current environment, the distraction of a separation especially in a spin scenario, and changes in market valuations, clarified the information leading to this change in course. Finally, we, as a Conduent team, in concert with our Board and largest public and private shareholders, remain optimistic about the future of our businesses because of our unique technologies, our solution and service capabilities, and our strong associate base. We look forward to the road ahead as One Conduent.”
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EXHIBIT 99.1
Key Financial Q2 2022 Results
| ($ in millions, except margin and per share data) | Q2 2022 | Q2 2021 | Current Quarter Y/Y B/(W) | ||||||||
| Revenue | $928 | $1,026 | (9.6)% | ||||||||
Adjusted Revenue(1) | $928 | $1,009 | (8.0)% | ||||||||
| GAAP Net Income (loss) | — | 12 | (100.0)% | ||||||||
Adjusted EBITDA(1) | 87 | 119 | (26.9)% | ||||||||
Adjusted EBITDA Margin (1) | 9.4% | 11.8% | (240) bps | ||||||||
| GAAP Pre-tax Income | 5 | 19 | (73.7)% | ||||||||
| GAAP Diluted EPS | $(0.01) | $0.04 | (125.0)% | ||||||||
Adjusted Diluted EPS(1) | $0.03 | $0.20 | (85.0)% | ||||||||
| Cash Flow from Operating Activities | (16) | 105 | (115.2)% | ||||||||
Adjusted Free Cash Flow(1) | (31) | 62 | (150.0)% | ||||||||
Q2 2022 Performance Commentary
Revenue and Adjusted Revenue for Q2 2022 were in line with expectations, however, lower than the prior year period, primarily driven by significant, non-recurring stimulus payments volume in our Government Services business in the prior year, as well as unfavorable foreign exchange impact, particularly from the Euro and British pound.
Pre-tax income was $5M versus $19M in the prior year period.
Adjusted EBITDA of $87M and Adjusted EBITDA Margin of 9.4% were in line with expectations.
New Business ACV of $180M increased for the fourth consecutive quarter, with strong contributions of $124M from the Commercial segment.
The Net ARR Activity Metric for Q2 2022 was $104M, up 2% versus Q1 2022 and down (2)% versus Q2 2021.
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EXHIBIT 99.1
Additional Q2 2022 Performance Highlights
Conduent achieved several milestones in client satisfaction, industry recognition and culture, including:
•Recognized as a 2022 Leader in Benefits Administration by Nelson Hall for the fourth consecutive report
•Awarded Field Technology Support Partner of the Year by H&R Block
•Ranked #8 in 2022 BPS Top 50 Providers, by Everest Group
•Recognized with Supplier Excellence Award for the Second Consecutive Year by Toyota Financial Services
•Recognized by Forbes as one of “America’s Best 500 Employers for Diversity 2022” for the second consecutive year
Updated FY 2022 Outlook (4)
| FY 2021 Actuals | FY 2022 Outlook | |||||||
Adj. Revenue(1) | $4,070M | $3,850M - $3,950M | ||||||
Adj. EBITDA(1) / Adj. EBITDA Margin(1) | $448M / 11.0% | 10.0% - 10.5% | ||||||
Adj. Free Cash Flow(2) as % of Adj. EBITDA(1) | Approx. 18% (3) | Approx. 15% (3) | ||||||
(1) Refer to Appendix for definition and complete non-GAAP reconciliations of Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS 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 definition of Non-GAAP Outlook
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EXHIBIT 99.1
Conference Call
Management will present the results during a conference call and webcast on August 2, 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 13730820.
The international dial-in is 1-201-689-8337. The international conference ID is also 13730820.
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 13730820.
The telephone recording will be available until August 16, 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, processes, and technologies, Conduent solutions and services enhance customer experience, increase efficiencies, reduce costs, and improve performance for most Fortune 100 companies and more than 500 government entities. Whether it’s enabling 1.3 billion customer service interactions, touching three out of every four U.S. patients, delivering 45% of SNAP payments, or empowering 10 million employees through HR services, Conduent services and solutions interact with millions of people every day and move our clients’ operations forward. Learn more at https://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 belief that keeping the Transportation business as part of the Conduent portfolio is the right decision at this time as a result of further consideration, including consideration of the value of diverse revenue streams in the current environment, the distraction of a separation and changes in market valuations; our optimistic outlook about the future of our businesses because of our unique technologies, our solution and service capabilities, and our strong associate base; and our projected financial performance for the full year 2022, including all statements made under the section captioned “Updated FY 2022 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.
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
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EXHIBIT 99.1
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; changes in the volatility of our stock price and the risk of litigation following a decline in the price of our stock; 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 2021 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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Revenue | $ | 928 | $ | 1,026 | $ | 1,895 | $ | 2,054 | ||||||||||||||||||
| Operating Costs and Expenses | ||||||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | 727 | 772 | 1,482 | 1,559 | ||||||||||||||||||||||
| Selling, general and administrative (excluding depreciation and amortization) | 113 | 125 | 215 | 251 | ||||||||||||||||||||||
| Research and development (excluding depreciation and amortization) | 2 | 1 | 3 | 1 | ||||||||||||||||||||||
| Depreciation and amortization | 53 | 86 | 114 | 181 | ||||||||||||||||||||||
| Restructuring and related costs | 11 | 8 | 20 | 21 | ||||||||||||||||||||||
| Interest expense | 18 | 13 | 37 | 26 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs | 3 | (1) | (160) | 1 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | (3) | 1 | (31) | 2 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 2 | — | 2 | ||||||||||||||||||||||
| Other (income) expenses, net | (1) | — | — | — | ||||||||||||||||||||||
| Total Operating Costs and Expenses | 923 | 1,007 | 1,680 | 2,044 | ||||||||||||||||||||||
| Income (Loss) Before Income Taxes | 5 | 19 | 215 | 10 | ||||||||||||||||||||||
| Income tax expense (benefit) | 5 | 7 | 79 | 9 | ||||||||||||||||||||||
| Net Income (Loss) | $ | — | $ | 12 | $ | 136 | $ | 1 | ||||||||||||||||||
| Net Income (Loss) per Share: | ||||||||||||||||||||||||||
| Basic | $ | (0.01) | $ | 0.05 | $ | 0.61 | $ | (0.02) | ||||||||||||||||||
| Diluted | $ | (0.01) | $ | 0.04 | $ | 0.60 | $ | (0.02) | ||||||||||||||||||
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Net Income (Loss) | $ | — | $ | 12 | $ | 136 | $ | 1 | ||||||||||||||||||
Other Comprehensive Income (Loss), Net(1) | ||||||||||||||||||||||||||
| Currency translation adjustments, net | (40) | 4 | (45) | (7) | ||||||||||||||||||||||
| Unrecognized gains (losses), net | — | — | (1) | (1) | ||||||||||||||||||||||
| Changes in benefit plans, net | — | (1) | — | (1) | ||||||||||||||||||||||
| Other Comprehensive Income (Loss), Net | (40) | 3 | (46) | (9) | ||||||||||||||||||||||
| Comprehensive Income (Loss), Net | $ | (40) | $ | 15 | $ | 90 | $ | (8) | ||||||||||||||||||
__________
(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) | June 30, 2022 | December 31, 2021 | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 519 | $ | 415 | ||||||||||
| Accounts receivable, net | 684 | 699 | ||||||||||||
| Assets held for sale | — | 184 | ||||||||||||
| Contract assets | 155 | 154 | ||||||||||||
| Other current assets | 239 | 228 | ||||||||||||
| Total current assets | 1,597 | 1,680 | ||||||||||||
| Land, buildings and equipment, net | 263 | 281 | ||||||||||||
| Operating lease right-of-use assets | 212 | 231 | ||||||||||||
| Intangible assets, net | 43 | 52 | ||||||||||||
| Goodwill | 1,310 | 1,339 | ||||||||||||
| Other long-term assets | 475 | 453 | ||||||||||||
| Total Assets | $ | 3,900 | $ | 4,036 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current portion of long-term debt | $ | 30 | $ | 30 | ||||||||||
| Accounts payable | 166 | 198 | ||||||||||||
| Accrued compensation and benefits costs | 219 | 243 | ||||||||||||
| Unearned income | 73 | 82 | ||||||||||||
| Liabilities held for sale | — | 29 | ||||||||||||
| Other current liabilities | 407 | 443 | ||||||||||||
| Total current liabilities | 895 | 1,025 | ||||||||||||
| Long-term debt | 1,272 | 1,383 | ||||||||||||
| Deferred taxes | 105 | 75 | ||||||||||||
| Operating lease liabilities | 173 | 184 | ||||||||||||
| Other long-term liabilities | 88 | 95 | ||||||||||||
| Total Liabilities | 2,533 | 2,762 | ||||||||||||
| Series A convertible preferred stock | 142 | 142 | ||||||||||||
| Common stock | 2 | 2 | ||||||||||||
| Additional paid-in capital | 3,918 | 3,910 | ||||||||||||
| Retained earnings (deficit) | (2,220) | (2,351) | ||||||||||||
| Accumulated other comprehensive loss | (475) | (429) | ||||||||||||
| Total Equity | 1,225 | 1,132 | ||||||||||||
| Total Liabilities and Equity | $ | 3,900 | $ | 4,036 | ||||||||||
| Shares of common stock issued and outstanding | 215,705 | 215,381 | ||||||||||||
| 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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||||||||
| Net income (loss) | $ | — | $ | 12 | $ | 136 | $ | 1 | ||||||||||||||||||
| Adjustments required to reconcile net income (loss) to cash flows from operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization | 53 | 86 | 114 | 181 | ||||||||||||||||||||||
| Contract inducement amortization | 1 | — | 1 | — | ||||||||||||||||||||||
| Deferred income taxes | 1 | (5) | 32 | (6) | ||||||||||||||||||||||
| Amortization of debt financing costs | 1 | 2 | 2 | 4 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 2 | — | 2 | ||||||||||||||||||||||
| (Gain) loss on divestitures and sales of fixed assets, net | (2) | — | (166) | 1 | ||||||||||||||||||||||
| Stock-based compensation | 7 | 6 | 9 | 9 | ||||||||||||||||||||||
| Changes in operating assets and liabilities | (77) | 2 | (133) | (89) | ||||||||||||||||||||||
| Net cash provided by (used in) operating activities | (16) | 105 | (5) | 103 | ||||||||||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||||||||||
| Cost of additions to land, buildings and equipment | (17) | (25) | (51) | (39) | ||||||||||||||||||||||
| Cost of additions to internal use software | (16) | (16) | (32) | (32) | ||||||||||||||||||||||
| Proceeds from divestitures | 2 | 1 | 325 | 2 | ||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (31) | (40) | 242 | (69) | ||||||||||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||||||||||
| Payments on revolving credit facility | — | — | (100) | — | ||||||||||||||||||||||
| Payments on debt | (8) | (56) | (16) | (79) | ||||||||||||||||||||||
| Premium on debt redemption | — | (2) | — | (2) | ||||||||||||||||||||||
| Taxes paid for settlement of stock-based compensation | — | (1) | — | (1) | ||||||||||||||||||||||
| Dividends paid on preferred stock | (3) | (3) | (5) | (5) | ||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (11) | (62) | (121) | (87) | ||||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (5) | 1 | (6) | (2) | ||||||||||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | (63) | 4 | 110 | (55) | ||||||||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 593 | 399 | 420 | 458 | ||||||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash at End of period(1) | $ | 530 | $ | 403 | $ | 530 | $ | 403 | ||||||||||||||||||
___________
(1)Includes $11 million and $6 million restricted cash as of June 30, 2022 and 2021, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets.
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
12
EXHIBIT 99.1
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.
New Business Annual Contract Value (ACV): (New Business TCV / contract term) multiplied by 12.
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.
•(Gain) loss on divestitures and transaction costs. Represents (gain) loss on divested businesses and transaction costs.
•Litigation settlements (recoveries), net represents settlements or recoveries 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.
13
EXHIBIT 99.1
•Divestitures.
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.
•(Gain) loss on divestitures and transaction costs.
•Litigation settlements (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.
•(Gain) loss on divestitures and transaction costs.
•Litigation settlements (recoveries), net.
•Abandonment of Cloud Computing Project.
•Other charges (credits).
•Divestitures
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.
14
EXHIBIT 99.1
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 adjustments for litigation insurance recoveries, transaction costs, taxes paid on gains from divestitures and litigation recoveries, 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 these items, 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 "FY 2021 Actuals" we are excluding the estimated impacts of $70 million of Revenue and $39 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 without unreasonable efforts 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 only on a non-GAAP basis using foreign currency translation rates at current period end due to the inability to, without unreasonable efforts, accurately predict foreign currency impact on revenues. Outlook for Adjusted Free Cash Flow is provided as a factor of expected Adjusted EBITDA, and such outlook is only available on a non-GAAP basis for the reasons described above. For the same reason, we are unable to provide GAAP expected adjusted tax rate, which adjusts for our non-GAAP adjustments.
15
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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| ADJUSTED REVENUE | ||||||||||||||||||||||||||
| Revenue | $ | 928 | $ | 1,026 | $ | 1,895 | $ | 2,054 | ||||||||||||||||||
| Adjustment: | ||||||||||||||||||||||||||
Divestitures(1) | — | (17) | (7) | (35) | ||||||||||||||||||||||
| Adjusted Revenue | 928 | 1,009 | 1,888 | 2,019 | ||||||||||||||||||||||
| Foreign currency impact | 11 | (10) | 16 | (17) | ||||||||||||||||||||||
| Revenue at Constant Currency | $ | 939 | $ | 999 | $ | 1,904 | $ | 2,002 | ||||||||||||||||||
| ADJUSTED NET INCOME (LOSS) | ||||||||||||||||||||||||||
| Net Income (Loss) | $ | — | $ | 12 | $ | 136 | $ | 1 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Amortization of acquired intangible assets(2) | 3 | 32 | 9 | 72 | ||||||||||||||||||||||
| Restructuring and related costs | 11 | 8 | 20 | 21 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 2 | — | 2 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs | 3 | (1) | (160) | 1 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | (3) | 1 | (31) | 2 | ||||||||||||||||||||||
| Other charges (credits) | (1) | — | — | — | ||||||||||||||||||||||
Total Non-GAAP Adjustments | 13 | 42 | (162) | 98 | ||||||||||||||||||||||
Income tax adjustments(3) | (4) | (8) | 60 | (17) | ||||||||||||||||||||||
| Adjusted Net Income (Loss) | $ | 9 | $ | 46 | $ | 34 | $ | 82 | ||||||||||||||||||
| ADJUSTED EFFECTIVE TAX | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | 5 | $ | 19 | $ | 215 | $ | 10 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total Non-GAAP Adjustments | 13 | 42 | (162) | 98 | ||||||||||||||||||||||
| Adjusted PBT Before Adjustment for Divestitures | 18 | 61 | 53 | 108 | ||||||||||||||||||||||
Divestitures(1) | — | (8) | (2) | (17) | ||||||||||||||||||||||
| Adjusted PBT | $ | 18 | $ | 53 | $ | 51 | $ | 91 | ||||||||||||||||||
| Income tax expense (benefit) | $ | 5 | $ | 7 | $ | 79 | $ | 9 | ||||||||||||||||||
Income tax adjustments(3) | 4 | 8 | (60) | 17 | ||||||||||||||||||||||
| Adjusted Income Tax Expense (Benefit) | 9 | 15 | 19 | 26 | ||||||||||||||||||||||
| Adjusted Net Income (Loss) Before Adjustment for Divestitures | 9 | 46 | 34 | 82 | ||||||||||||||||||||||
Divestitures(1) | — | (8) | (2) | (17) | ||||||||||||||||||||||
| Adjusted Net Income (Loss) | $ | 9 | $ | 38 | $ | 32 | $ | 65 | ||||||||||||||||||
16
EXHIBIT 99.1
| CONTINUED | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| ADJUSTED OPERATING INCOME (LOSS) | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | 5 | $ | 19 | $ | 215 | $ | 10 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 13 | 42 | (162) | 98 | ||||||||||||||||||||||
| Interest expense | 18 | 13 | 37 | 26 | ||||||||||||||||||||||
| Adjusted Operating Income (Loss) Before Adjustment for Divestitures | 36 | 74 | 90 | 134 | ||||||||||||||||||||||
Divestitures(1) | — | (8) | (2) | (17) | ||||||||||||||||||||||
| Adjusted Operating Income (Loss) | $ | 36 | $ | 66 | $ | 88 | $ | 117 | ||||||||||||||||||
| ADJUSTED EBITDA | ||||||||||||||||||||||||||
| Net Income (Loss) | $ | — | $ | 12 | $ | 136 | $ | 1 | ||||||||||||||||||
| Income tax expense (benefit) | 5 | 7 | 79 | 9 | ||||||||||||||||||||||
| Depreciation and amortization | 53 | 86 | 114 | 181 | ||||||||||||||||||||||
| Contract inducement amortization | 1 | — | 1 | — | ||||||||||||||||||||||
| Interest expense | 18 | 13 | 37 | 26 | ||||||||||||||||||||||
| EBITDA Before Adjustment for Divestitures | 77 | 118 | 367 | 217 | ||||||||||||||||||||||
Divestitures(1) | — | (8) | (2) | (17) | ||||||||||||||||||||||
Divestitures depreciation and amortization(1) | — | (1) | — | (2) | ||||||||||||||||||||||
| EBITDA | 77 | 109 | 365 | 198 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restructuring and related costs | 11 | 8 | 20 | 21 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs | 3 | (1) | (160) | 1 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | (3) | 1 | (31) | 2 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 2 | — | 2 | ||||||||||||||||||||||
| Other charges (credits) | (1) | — | — | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 87 | $ | 119 | $ | 194 | $ | 224 | ||||||||||||||||||
___________
(1)Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.
(2)Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(3)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 the adjustments listed.
17
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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Amounts are in whole dollars, shares are in thousands and margins and rates are in %) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
ADJUSTED DILUTED EPS(1) | ||||||||||||||||||||||||||
| Weighted Average Common Shares Outstanding | 215,629 | 212,450 | 215,561 | 212,344 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restricted stock and performance units / shares | 3,489 | 7,715 | 3,241 | 7,287 | ||||||||||||||||||||||
| Adjusted Weighted Average Common Shares Outstanding | 219,118 | 220,165 | 218,802 | 219,631 | ||||||||||||||||||||||
| Diluted EPS from Continuing Operations | $ | (0.01) | $ | 0.04 | $ | 0.60 | $ | (0.02) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 0.06 | 0.20 | (0.74) | 0.45 | ||||||||||||||||||||||
Income tax adjustments(2) | (0.02) | (0.04) | 0.27 | (0.08) | ||||||||||||||||||||||
| Adjusted Diluted EPS | $ | 0.03 | $ | 0.20 | $ | 0.13 | $ | 0.35 | ||||||||||||||||||
| ADJUSTED EFFECTIVE TAX RATE | ||||||||||||||||||||||||||
| Effective tax rate | 99.6 | % | 38.2 | % | 37.0 | % | 94.3 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | (52.9) | % | (12.5) | % | (1.8) | % | (69.6) | % | ||||||||||||||||||
Adjusted Effective Tax Rate(2) | 46.7 | % | 25.7 | % | 35.2 | % | 24.7 | % | ||||||||||||||||||
| ADJUSTED OPERATING MARGIN | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes Margin | 0.5 | % | 1.9 | % | 11.3 | % | 0.5 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Total non-GAAP adjustments | 1.5 | % | 4.0 | % | (8.6) | % | 4.7 | % | ||||||||||||||||||
| Interest expense | 1.9 | % | 1.3 | % | 2.0 | % | 1.3 | % | ||||||||||||||||||
| Margin for Adjusted Operating Income Before Adjustment for Divestitures | 3.9 | % | 7.2 | % | 4.7 | % | 6.5 | % | ||||||||||||||||||
Divestitures(3) | — | % | (0.7) | % | — | % | (0.7) | % | ||||||||||||||||||
| Margin for Adjusted Operating Income | 3.9 | % | 6.5 | % | 4.7 | % | 5.8 | % | ||||||||||||||||||
| ADJUSTED EBITDA MARGIN | ||||||||||||||||||||||||||
| EBITDA Margin Before Adjustment for Divestitures | 8.3 | % | 11.5 | % | 19.4 | % | 10.6 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Divestitures(3) | — | % | (0.7) | % | (0.1) | % | (0.8) | % | ||||||||||||||||||
| EBITDA Margin | 8.3 | % | 10.8 | % | 19.3 | % | 9.8 | % | ||||||||||||||||||
| Total non-GAAP adjustments | 1.1 | % | 1.0 | % | (9.1) | % | 1.2 | % | ||||||||||||||||||
Divestitures(3) | — | % | 0.7 | % | 0.1 | % | 0.8 | % | ||||||||||||||||||
| Adjusted EBITDA Margin Before Adjustment for Divestitures | 9.4 | % | 12.5 | % | 10.3 | % | 11.8 | % | ||||||||||||||||||
Divestitures(3) | — | % | (0.7) | % | — | % | (0.7) | % | ||||||||||||||||||
| Adjusted EBITDA Margin | 9.4 | % | 11.8 | % | 10.3 | % | 11.1 | % | ||||||||||||||||||
__________
(1)Average shares for the 2022 and 2021 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 $5 million for the three months ended June 30, 2022 and 2021, 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 the Total Non-GAAP adjustments.
(3)Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.
18
EXHIBIT 99.1
Free Cash Flow and Adjusted Free Cash Flow Reconciliation:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Operating Cash Flow | $ | (16) | $ | 105 | $ | (5) | $ | 103 | ||||||||||||||||||
| Cost of additions to land, buildings and equipment | (17) | (25) | (51) | (39) | ||||||||||||||||||||||
| Cost of additions to internal use software | (16) | (16) | (32) | (32) | ||||||||||||||||||||||
| Free Cash Flow | $ | (49) | $ | 64 | $ | (88) | $ | 32 | ||||||||||||||||||
| Free Cash Flow | $ | (49) | $ | 64 | $ | (88) | $ | 32 | ||||||||||||||||||
| Transaction costs | 2 | 1 | 3 | 2 | ||||||||||||||||||||||
| Vendor financed lease payments | (2) | (3) | (5) | (5) | ||||||||||||||||||||||
| Portion of Texas litigation settlement (recoveries) recognized in Litigation settlements (recoveries), net | — | — | (24) | — | ||||||||||||||||||||||
| Tax payment related to divestitures and litigation recoveries | 18 | — | 18 | — | ||||||||||||||||||||||
| Adjusted Free Cash Flow | $ | (31) | $ | 62 | $ | (96) | $ | 29 | ||||||||||||||||||
19
August 2, 2022 Conduent Q2 2022 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 belief that keeping the Transportation business as part of the Conduent portfolio is the right decision at this time as a result of further consideration, including consideration of the value of diverse revenue streams in the current environment, the distraction of a separation and changes in market valuations; our optimistic outlook about the future of our businesses because of our unique technologies, our solution and service capabilities, and our strong associate base; our expectations regarding segment growth in 2022, including all statements made under the section captioned "Commercial & Transportation positioned for growth in 2022"; and our projected financial performance for the full year 2022, including all statements made under the section captioned “Updated FY 2022 Outlook” within this presentation. In addition, all statements regarding 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. 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; 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 Q2 2022 Highlights Q2 Results / Metrics & Highlights • Adj.Revenue(1): $928M • Adj. EBITDA(1) / Adj. EBITDA Margin(1): $87M / 9.4% • New business signings ACV(2): $180M • Net ARR Activity Impact (TTM)(2): $104M • Toyota Supplier Excellence Award for second consecutive year • Multiple recognitions for our solutions, culture and diversity Investor Expectations • Update on Transportation • Upcoming Investor Communications 1. Investor Day in late Q1 2023 2. Investor Day primer in late Q4 2022 ◦ 3-5 Year Growth Plan ▪ Individual Business Dynamics and Opportunities for Growth ▪ Technology/Product Investments, Priorities and Opportunities for Growth ▪ Capital Allocation Plan (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted Revenue and Adjusted EBITDA/Margin. (2) Full definition in the Appendix.
5 Key Sales Metrics New Business ACV(1) Q2 New Business ACV(1) by Segment (1) Full definition in the Appendix. (2) Trailing Twelve Months. $771M $396M $686M $393M $85M TCV PSNAP/Other Q2' 21 Q2' 22 $—M $500M $1,000M New Business TCV(1) $114M $100M 2021 2022 Q2 $—M $100M $200M $124M $23M $33M Commercial Government Transportation Net ARR Activity (TTM)(1,2) $106 $132 $128 $102 $104 Q2' 21 Q3' 21 Q4' 21 Q1' 22 Q2' 22 $— $50 $100 $150 $257M $180M $172M $177M $85M ACV PSNAP/Other Q2'21 Q2'22 $—M $200M $400M New Business ARR(1)
6 Key Sales Metrics Trends TCV Signings (incl. ARR + NRR) 825 276 1,461 936 302 686 339 293 464 396 85 Renewal NB NB (PSNAP/Other) Q2' 21 Q3' 21 Q4' 21 Q1' 22 Q2-22 $0M $1,000M $2,000M New Business (ARR + NRR Breakdown) 114 86 108 107 100 65 63 57 61 79 85 5 — 3 NB ARR NB NRR NB NRR (PSNAP/Other) Q2' 21 Q3' 21 Q4' 21 Q1' 22 Q2' 22 $0M $150M $300M Implied New Business Avg. Contract Length 150 159 167 180 257 172 145 159 166 177 48 5 ACV PSNAP Other Q2' 21 Q3' 21 Q4' 21 Q1' 22 Q2' 22 $0M $150M $300M New Business ACV(1) Signings 5.4yrs 3.2yrs 2.2yrs 3.8yrs 3.1yrs Q2' 21 Q3' 21 Q4' 21 Q1' 22 Q2-22 —yrs 2.5yrs 5.0yrs 7.5yrs (1) Full definition in the Appendix. 37 3 1 1
7 Q2 2022 P&L Metrics $1,009M $928M Q2 '21 Q2 '22 $—M $500M $1,000M $1,500M (8.0)% Y/Y (6.9)% in CC Adj. Revenue (1) $119M / 11.8% $87M / 9.4% Q2 '21 Q2 '22 $0M $50M $100M $150M Adj. EBITDA(1) / Margin (26.9)% Y/Y • Adj. Revenue(1): ◦ Decline driven by substantially lower non-recurring stimulus payments volume in the Government Services business, unfavorable exchange rate movement and lost business from prior years, partially offset by new business ramp. Excluding Government stimulus payments of $59M, adjusted revenue was down (2.4)%. • Adj. EBITDA(1): ◦ Decline driven by the impact of lower Government stimulus and lost business from prior years. • Adj. EBITDA Margin(1): 9.40%, down (240) bps Y/Y 1.1% (0.4)% (0.5)% (5.0)% (8.0)% Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Adj. Revenue (1) Trend (Y/Y Compare) (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted Revenue and Adjusted EBITDA/margin.
8 $46M $78M $24M $(61)M $87M Commercial Government Services Transportation Unallocated Costs Adjusted EBITDA Q2 2022 P&L by Segment (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted Revenue and Adjusted EBITDA/margin. Commercial, $470M Government Services, $279M Transportation, $179M (3.2)% Y/Y (17.0)% Y/Y (3.7)% Y/Y (4.0)% Y/Y (33.9)% Y/Y 9.5% Y/Y • Commercial: Decline primarily driven by the merger of 2 clients resulting in reduced volume, and unfavorable exchange rate movement. • Government: Decline driven by non-recurring Stimulus payments volume (approx. $59M). Excluding this stimulus payments volume, Government revenue would have been slightly higher. • Transportation: Decline primarily driven by unfavorable exchange rate movement • Commercial: Increase driven by cost reductions from progress in our efficiency initiatives and higher interest rates positively impacting our Benefit Wallet business; margin 9.8% up 120 bps Y/Y. • Government: Reduction driven by loss of high margin non-recurring payments activity; margin 28.0% down (710) bps Y/Y. • Transportation: Substantially unchanged; margin 13.4% down (10) bps Y/Y. Adj. Revenue (1) Adj. EBITDA(1) Contributions (26.9)% Y/Y (6.2)% Y/Y
9 Q2 2022 Cash Flow and Balance Sheet Q2 2022 Cash(2) Balance Changes Balance Sheet For the complete set of footnotes associated with this slide, please refer to the last page of the Appendix. ($ in millions) 12/31/2021 6/30/2022 Total Cash(2) $420 $530 Total Debt(4) 1,400 1,291 Term Loan A(3) due 2026 265 258 Term Loan B(3) due 2028 515 513 Revolving Credit Facility due 2026(5) 100 — Senior Notes due 2029 520 520 Finance leases and Other loans 40 36 Net adjusted leverage ratio(7) 2.1x 1.8x Debt Maturity(8) $593M $(31)M $(32)M $530M Cash Beginning of Period Adjusted Free Cash Flow (1) Financing and Other Activity Cash End of Period • Adj. Free Cash Flow(1): $(31)M • Capex(6) as % of revenue: 3.6% • Net adjusted leverage ratio(7): 1.8x • $530M of cash(2) at end of Q2 2022 $9M $18M $18M $18M $217M $5M $484M $520M Term Loan A & B Senior Notes 2022 2023 2024 2025 2026 2027 2028 2029
10 Updated FY 2022 Outlook (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted Revenue and 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 definition of Non GAAP Outlook FY 2021 Actuals FY 2022 Outlook Adj. Revenue(1) $4,070M $3,850M - $3,950M Adj. EBITDA(1) / Adj. EBITDA Margin(1) $448M / 11.0% 10.0% - 10.5% Adj. Free Cash Flow(2) as % of Adj. EBITDA(1) Approx. 18% (3) Approx. 15% (3) Restructuring $45M Approx. $40M CapEx $147M Approx. $140M (4)
11 Appendix
12 Government Revenue Trend 2.1% 0.3% 1.0% (8.9)% (17.0)% Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Transportation Revenue Trend 12.1% 2.9% 3.7% (12.0)% (3.2)% Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Commercial Revenue Trend (3.2)% (2.0)% (2.8)% 0.0% (3.7)% Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Segment Revenue Trend Commercial & Transportation positioned for growth in 2022 • Commercial: ◦ New business ramp, deal pipeline, better client retention and interest rate increases, position this segment for full year growth in 2022 • Transportation: ◦ New business ramp, volumes and deal pipeline position this segment for full year growth in 2022 • Government: ◦ The non-recurring payments run-off creates a large grow-over challenge in 2022. Excluding stimulus payments of $59M, revenue was up slightly year to date.
13 Operational Highlights & Recognition A collaborative, team-oriented culture laser-focused on driving valuable outcomes for clients
14 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. New Business Annual Contract Value (ACV): (New Business TCV / contract term) multiplied by 12. 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.
15 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. • (Gain) loss on divestitures and transaction costs. Represents (gain) loss on divested businesses and transaction costs. • Litigation settlements (recoveries), net. Litigation settlements (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. 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
16 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. • (Gain) loss on divestitures and transaction costs. • Litigation settlements (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
17 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. • (Gain) loss on divestitures and transaction costs. • Litigation settlements (recoveries), net. • Abandonment of Cloud Computing Project. • Other charges (credits). • Divestitures. 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
18 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 adjustments for litigation insurance recoveries, transaction costs, taxes paid on gains from divestitures and litigation recoveries, 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 these items, 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 Actuals" we are excluding the estimated impacts of $70 million of Revenue and $39 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 without unreasonable efforts 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 only on a non-GAAP basis using foreign currency translation rates as of current period end due to the inability to, without unreasonable efforts, accurately predict foreign currency impact on revenues. Outlook for Adjusted Free Cash Flow is provided as a factor of expected Adjusted EBITDA, and such outlook is only available on a non-GAAP basis for the reasons described 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
19 Non-GAAP Reconciliations (in millions) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Revenue $ 928 $ 967 $ 4,140 $ 1,048 $ 1,038 $ 1,026 $ 1,028 Adjustment: Divestitures(1) — (7) (70) (16) (19) (17) (18) Adjusted Revenue 928 960 4,070 1,032 1,019 1,009 1,010 Foreign currency impact 11 5 (17) 3 (3) (10) (7) Revenue at Constant Currency $ 939 $ 965 $ 4,053 $ 1,035 $ 1,016 $ 999 $ 1,003 ADJUSTED NET INCOME (LOSS) Income (Loss) From Continuing Operations $ — $ 136 $ (28) $ (40) $ 11 $ 12 $ (11) Adjustments: Amortization of acquired intangible assets(2) 3 6 135 32 31 32 40 Restructuring and related costs 11 9 45 14 10 8 13 Loss on extinguishment of debt — — 15 13 — 2 — (Gain) loss on divestitures and transaction costs 3 (163) 3 2 — (1) 2 Litigation settlements (recoveries), net (3) (28) 3 1 — 1 1 Abandonment of Cloud Computing Project — — 32 32 — — — Other charges (credits) (1) 1 6 2 4 — — Total Non-GAAP Adjustments 13 (175) 239 96 45 42 56 Income tax adjustments(3) (4) 64 (54) (25) (12) (8) (9) Adjusted Net Income $ 9 $ 25 $ 157 $ 31 $ 44 $ 46 $ 36 Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax Rate, Adjusted Operating Income (Loss) and Adjusted EBITDA
20 CONTINUED (in millions) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 ADJUSTED EFFECTIVE TAX Income (Loss) Before Income Taxes $ 5 $ 210 $ (25) $ (54) $ 19 $ 19 $ (9) Adjustment: Total Non-GAAP Adjustments 13 (175) 239 96 45 42 56 Adjusted PBT Before Adjustment for Divestitures 18 35 214 42 64 61 47 Divestitures(1) — (2) (32) (5) (10) (8) (9) Adjusted PBT $ 18 $ 33 $ 182 $ 37 $ 54 $ 53 $ 38 Income tax expense (benefit) $ 5 $ 74 $ 3 $ (14) $ 8 $ 7 $ 2 Income tax adjustments(3) 4 (64) 54 25 12 8 9 Adjusted Income Tax Expense (Benefit) 9 10 57 11 20 15 11 Adjusted Net Income (Loss) Before Adjustment for Divestitures 9 25 157 31 44 46 36 Divestitures(1) — (2) (32) (5) (10) (8) (9) Adjusted Net Income (Loss) $ 9 $ 23 $ 125 $ 26 $ 34 $ 38 $ 27 ADJUSTED OPERATING INCOME (LOSS) Income (Loss) Before Income Taxes $ 5 $ 210 $ (25) $ (54) $ 19 $ 19 $ (9) Adjustment: Total non-GAAP adjustments 13 (175) 239 96 45 42 56 Interest expense 18 19 55 17 12 13 13 Adjusted Operating Income (Loss) Before Adjustment for Divestitures 36 54 269 59 76 74 60 Divestitures(1) — (2) (32) (5) (10) (8) (9) Adjusted Operating Income (Loss) $ 36 $ 52 $ 237 $ 54 $ 66 $ 66 $ 51
21 (in millions) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 ADJUSTED EBITDA Net Income (Loss) $ — $ 136 $ (28) $ (40) $ 11 $ 12 $ (11) Income tax expense (benefit) 5 74 3 (14) 8 7 2 Depreciation and amortization 53 61 352 87 84 86 95 Contract inducement amortization 1 — 1 — 1 — — Interest expense 18 19 55 17 12 13 13 EBITDA Before Adjustment for Divestitures 77 290 383 50 116 118 99 Divestitures(1) — (2) (32) (5) (10) (8) (9) Divestitures depreciation and amortization(1) — — (7) (4) (1) (1) (1) EBITDA 77 288 344 41 105 109 89 Adjustments: Restructuring and related costs 11 9 45 14 10 8 13 Loss on extinguishment of debt — — 15 13 — 2 — (Gain) loss on divestitures and transaction costs 3 (163) 3 2 — (1) 2 Litigation settlements (recoveries), net (3) (28) 3 1 — 1 1 Abandonment of Cloud Computing Project — — 32 32 — — — Other charges (credits) (1) 1 6 2 4 — — Adjusted EBITDA $ 87 $ 107 $ 448 $ 105 $ 119 $ 119 $ 105 1. Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented. 2. Included in Depreciation and amortization on the Consolidated Statements of Income (Loss). 3. 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 the adjustments listed. CONTINUED
22 Non-GAAP Reconciliations (Amounts are in whole dollars, shares are in thousands and margins are in %) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 ADJUSTED DILUTED EPS(1) Weighted Average Common Shares Outstanding 215,629 215,503 212,719 213,410 212,633 212,450 212,250 Adjustments: Restricted stock and performance units / shares 3,489 2,994 7,152 7,212 7,184 7,715 6,952 Adjusted Weighted Average Common Shares Outstanding 219,118 218,497 219,871 220,622 219,817 220,165 219,202 Diluted EPS from Continuing Operations $ (0.01) $ 0.61 $ (0.18) $ (0.20) $ 0.04 $ 0.04 $ (0.06) Adjustments: Total non-GAAP adjustments 0.06 (0.80) 1.10 0.44 0.20 0.20 0.25 Income tax adjustments(2) (0.02) 0.29 (0.25) (0.11) (0.05) (0.04) (0.04) Adjusted Diluted EPS $ 0.03 $ 0.10 $ 0.67 $ 0.13 $ 0.19 $ 0.20 $ 0.15 ADJUSTED EFFECTIVE TAX RATE Effective tax rate 99.6 % 35.2 % (9.7) % 26.6 % 38.3 % 38.2 % (23.4) % Adjustments: Total non-GAAP adjustments (52.9) (5.6) 36.3 (1.2) (7.9) (12.5) 46.8 Adjusted Effective Tax Rate(2) 46.7 % 29.6 % 26.6 % 25.4 % 30.4 % 25.7 % 23.4 % Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin, and Adjusted EBITDA Margin
23 (Margins are in %) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 ADJUSTED OPERATING MARGIN Income (Loss) Before Income Taxes Margin 0.5 % 21.7 % (0.6) % (5.2) % 1.8 % 1.9 % (0.9) % Adjustments: Total non-GAAP adjustments 1.5 (18.1) 5.8 9.2 4.3 4.0 5.4 Interest expense 1.9 2.0 1.3 1.6 1.2 1.3 1.3 Margin for Adjusted Operating Income Before Adjustment for Divestitures 3.9 5.6 6.5 5.6 7.3 7.2 5.8 Divestitures(3) — (0.2) (0.7) (0.4) (0.8) (0.7) (0.8) Margin for Adjusted Operating Income 3.9 % 5.4 % 5.8 % 5.2 % 6.5 % 6.5 % 5.0 % ADJUSTED EBITDA MARGIN EBITDA Margin Before Adjustment for Divestitures 8.3 % 30.0 % 9.3 % 4.8 % 11.2 % 11.5 % 9.6 % Divestitures(3) — — (0.8) (0.8) (0.9) (0.7) (0.8) EBITDA Margin 8.3 30.0 8.5 4.0 10.3 10.8 8.8 Total non-GAAP adjustments 1.1 (18.7) 2.5 6.1 1.3 1.0 1.6 Divestitures(3) — — 0.8 0.8 0.9 0.7 0.8 Adjusted EBITDA Margin Before Adjustment for Divestitures 9.4 11.3 11.8 10.9 12.5 12.5 11.2 Divestitures(3) — (0.2) (0.8) (0.7) (0.8) (0.7) (0.8) Adjusted EBITDA Margin 9.4 % 11.1 % 11.0 % 10.2 % 11.7 % 11.8 % 10.4 % 1. Average shares for the 2022 and 2021 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 each quarter. 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 the Total Non-GAAP adjustments. 3. Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented. CONTINUED
24 Non-GAAP Reconciliation: Free Cash Flow and Adj. Free Cash Flow (in millions) Q2 2022 Q1 2022 FY 2021 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Operating Cash Flow $ (16) $ 11 $ 243 $ 85 $ 55 $ 105 $ (2) Cost of additions to land, buildings and equipment (17) (34) (80) (28) (13) (25) (14) Cost of additions to internal use software (16) (16) (67) (18) (17) (16) (16) Free Cash Flow (49) (39) 96 39 25 64 (32) Transaction costs 2 1 2 — — 1 1 Vendor financed lease payments (2) (3) (9) (2) (2) (3) (2) Portion of Texas litigation settlement (recoveries) recognized in Litigation settlements (recoveries), net — (24) — — — — — Tax payment related to divestitures and litigation recoveries 18 — — — — — — Adjusted Free Cash Flow $ (31) $ (65) $ 89 $ 37 $ 23 $ 62 $ (33) (1) Refer to Appendix for complete non-GAAP reconciliations of Adjusted Free Cash Flow. (2) Total Cash includes $11M and $5M of restricted cash as of June 30, 2022 and December 31, 2021, respectively. (3) Revolving credit facility and Term Loan A interest rate: LIBOR + 225 bps; Term Loan B: LIBOR + 425 bps. (4) Total Debt as of June 30, 2022 and December 31, 2021 includes Term Loan A, Term Loan B, Senior Notes and Revolving credit facility borrowings and excludes finance leases and other as well as deferred financing costs. (5) $546M of available capacity under Revolving Credit Facility as of June 30, 2022. A $100M borrowing under the Revolver was fully repaid in February 2022. (6) Capex refers to additions to Land, Buildings & Equipment and Internal Use Software. (7) Net debt (Total Debt less unrestricted cash) divided by TTM Adjusted EBITDA (not adjusted for divestitures). (8) Debt maturity amounts exclude finance leases, other loans and potential mandatory prepayments. The below footnotes correspond to the "Q2 2022 Cash Flow and Balance Sheet" slide
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