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): November 05, 2026
(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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2026, Conduent Incorporated (the "Company") released its third quarter 2026 financial results and is furnishing to the Securities and Exchange Commission (the "Commission") a copy of the financial results press release as Exhibit 99.1 to this Current Report on Form 8-K (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 November 5, 2026, the Company conducted a financial results call regarding its 2026 third quarter results and is furnishing to the Commission a copy of the presentation used during the financial results 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Registrant’s third quarter 2026 financial results press release dated November 5, 2026 | ||||||||
| Registrant’s investor presentation dated November 5, 2026 | ||||||||
| 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, as amended (the "Litigation Reform Act"). The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "endeavor," "if,” “growing,” “projected,” “potential,” “likely,” "see," "ahead," "further," "going forward," "on the horizon," "as we progress," "going to," "path from here forward," "think," "path to deliver," "from here," “on track”, “remain” and similar expressions (including the negative and plural forms of such words and phrases), 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. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, many of which are outside of our control. 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 in this Report, any exhibits to this Report and other public statements we make.
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: risks related to recently announced divestitures including the sale of the Company’s (i) Transit Business and (ii) Tolling Business, including but not limited to our ability to realize the benefits anticipated from such transactions, unexpected costs, liabilities or delays associated with such transactions, the risk of litigation or regulatory actions and our inability to retain and hire key personnel; with respect to the sale of the Transit Business, risks that we do not receive some or all of the holdback amounts, including as a result of post-closing purchase price adjustments, indemnification claims or the failure to satisfy the conditions to release; the risk that transaction costs, taxes or other amounts payable in connection with the sale of the Transit Business exceed our current expectations; with respect to the pending sale of our Tolling Business, risks related to the equity interest in Quarterhill Inc. to be received as partial consideration in the Tolling transaction, including fluctuations in the value of such interest, the risk that required regulatory approvals, third-party consents or other closing conditions are not satisfied such that the closing is delayed or does not occur; government appropriations and termination rights contained in our government contracts; the impact of changes in government spending levels, budget priorities or efficiency initiatives, including federal cost-reduction programs, on demand for our government solutions and services; the competitiveness of the markets in which we operate and 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; the impact of geopolitical events and geopolitical tensions (such as the war in Ukraine and conflict in the Middle East), macroeconomic conditions, natural disasters and other factors in a particular country or region on our workforce, customers and vendors; the impact of changes in trade policies, tariffs or export controls on our cost structure, supply chain and business operations; our reliance on third-party providers; our ability to deliver on our contractual obligations properly and on time; changes in continued interest in outsourced business process services; the adverse effect of 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; 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; expectations relating to environmental, social and governance considerations; utilization of our stock repurchase program; the effects related to our use of artificial intelligence ("AI") on our business; 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; risks related to hacking or other cybersecurity threats to our data systems, information systems and network infrastructure and other service interruptions, including relating to the previously disclosed cyber event that took place in January 2025 (the "January 2025 Cyber Event"), including our investigation of such incident and mitigation and remediation efforts, the nature and extent of such incident, the potential disruption to our business or operations, the potential impact on our reputation, and our assessments of the likely financial and operational impacts of such incident; our ability to comply with data security standards; 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, including with respect to the class action settlement related to the January 2025 Cyber Event, and the possibility that the court may materially alter or fail to approve the settlement agreement, uncertainties regarding the outcome of other legal proceedings or government investigations related to the January 2025 Cyber Event, unexpected costs or liabilities in connection with the settlement agreement and January 2025 Cyber Event, the risk of litigation or regulatory actions related to the January 2025 Cyber Event, and the availability and timing of cyber insurance recovery; the impact of potential goodwill and other asset impairments on our results of operations; our
significant indebtedness and the terms of such indebtedness; our failure to obtain or maintain a satisfactory credit rating and financial performance; 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; increases in the cost of voice and data services or significant interruptions in such services; our ability to receive dividends or other payments from our subsidiaries; 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 Commission. Any forward-looking statements made by us in this Report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.
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 hereunto duly authorized.
Date: November 5, 2026
CONDUENT INCORPORATED (Registrant) | |||||
| By: | /s/ GEORGE ABATE | ||||
| George Abate Vice President and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | |||||
EXHIBIT 99.1
News from Conduent
Conduent Reports Third Quarter 2026 Results; Reaffirms 2026 Outlook, Bolsters Liquidity Position and Completes Transit Sale
Key Q3 2026 Highlights (from Continuing Operations)
•Revenue: $534 million
•Pre-tax Income (Loss): $(35) million
•Adj. EBITDA(1) : $36 million, up 16.1% year over year
•Adj. EBITDA Margin(1): 6.7%, up 160 basis points year over year
•New Business Signings ACV(2): $61M
•Cost transformation: Identified $106M of $120M of cost-savings target, contributing to significant EBITDA margin improvement
•Financial position: Completed financing of $447 million in revolving credit commitments, maturing in May 2029
•FY 2026 outlook: Reaffirmed revenue of $2.15 billion–$2.25 billion and Adjusted EBITDA of $140 million–$170 million
FLORHAM PARK, NJ, November 5, 2026 - Conduent Incorporated (Nasdaq: CNDT), a global technology-enabled operating partner, today announced its third quarter 2026 financial results, highlighting continued execution of ASCEND 2026–2028. The company’s transformation plan is focused on standardizing operations and infrastructure, specializing in core solutions where it can lead and win, and scaling go-to-market capabilities around priority industries and opportunities.
Harsha V. Agadi, Chief Executive Officer, stated: “In the third quarter, we continued to make progress in improving Conduent’s operating performance. Adjusted EBITDA increased year-over-year and sequentially, and we are reaffirming our full-year 2026 outlook."
“We have taken decisive steps to strengthen our financial foundation, including refinancing our existing $357 million revolving credit facilities and adding $90 million of new commitments, while simplifying our portfolio and reducing costs. To date, we have identified $106 million in cost savings toward our $120 million target. At the same time, we continue to build our Commercial and Government businesses, with $249 million in year-to-date new-business ACV wins and $473 million in TCV wins."
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EXHIBIT 99.1
“ASCEND 2026–2028 is our framework for turning this transformation into sustained performance. We are standardizing our operations and infrastructure, specializing in core solutions where we can lead and win, and scaling our go-to-market capabilities around priority industries and opportunities. Our focus is on disciplined execution—converting our pipeline into profitable growth and continuing to improve operating performance.”
Key Financial Q3 2026 Results
| ($ in millions, except margin and per share data) | Q3 2026 | Q3 2025 | Current Quarter Y/Y B/(W) | ||||||||
| Revenue | $534 | $605 | (11.7)% | ||||||||
| GAAP Net Income (Loss) | $(49) | $(46) | (6.5)% | ||||||||
Adjusted EBITDA from Continuing Operations(1) | $36 | $31 | 16.1% | ||||||||
Adjusted EBITDA Margin from Continuing Operations(1) | 6.7% | 5.1% | 160 bps | ||||||||
| GAAP Income (Loss) Before Income Tax from Continuing Operations | $(35) | $(38) | 7.9% | ||||||||
| GAAP Diluted EPS from Continuing Operations | $(0.27) | $(0.27) | $— | ||||||||
Adjusted Diluted EPS from Continuing Operations(1) | $(0.11) | $(0.11) | $— | ||||||||
| Cash Flow from Operating Activities | $(107) | $(39) | (174.4)% | ||||||||
Adjusted Free Cash Flow(1) | $(117) | $(54) | (116.7)% | ||||||||
Performance Commentary
Q3 2026 income (loss) before taxes from continuing operations was $(35) million, compared with $(38) million in the prior year period, primarily reflecting cost efficiencies, which more than offset lower revenue and higher restructuring and interest costs.
Q3 2026 Adjusted EBITDA from continuing operations was $36 million, compared with $31 million in the prior-year period, an increase of 16.1%. Adjusted EBITDA margin increased to 6.7%, compared with 5.1% in Q3 2025 and 3.0% in Q2 2026, reflecting lower expenses and cost optimization initiatives.
Q3 2026 cash flow from operating activities was $(107) million, compared with $(39) million in the prior-year period, primarily reflecting working-capital impacts, due to a temporary pause of the company's receivables factoring facility. Year-to-date cash flow from operating activities was $(108) million, compared with $(112) million in the prior-year period.
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EXHIBIT 99.1
Key Achievements and Industry Accolades
Portfolio Optimization & Strategic Transformation
•Completed the sale of the Public Transit business to Modaxo for $164 million and expect to complete the sale of the Tolling business by year-end, sharpening focus on Commercial and Government businesses.
Business Execution & Contract Wins
•Won a new AI-enabled audit services engagement with a leading global automotive manufacturer, leveraging AI to analyze billions of dollars in vendor tooling spend, identify supplier savings opportunities and help prevent future overpayments. The opportunity could generate up to $150 million–$200 million in savings for the client.
•Added Gravie as a new client, expanding Conduent’s Payment Integrity business and extending its reach in the healthcare market.
•Expanded Document Services work with a long-standing insurance and employee benefits provider, building on the relationship to support additional business needs.
•Announced a contract spanning up to 14 years with the Commonwealth of Virginia to continue operating and modernizing its Medicaid systems, including claims processing, finance, call center services and reporting.
•Partnered with the State of New Jersey to provide EBT cards with chip-enabled technology and tap-to-pay functionality to help prevent SNAP fraud and protect beneficiaries’ funds.
•Received third-party HITRUST certification for cybersecurity and information protection for the Enterprise Data Warehouse Solution operated in support of Colorado’s Medicaid program.
Innovation & Technology Investment
•Established an enterprise AI Center of Excellence to accelerate adoption of AI across Conduent by prioritizing high-value opportunities, developing reusable capabilities and governance, and scaling validated solutions across businesses.
•Named a leader in ISG’s Global Finance and Accounting Outsourcing Provider Lens assessment for Invoice to Pay, recognizing Conduent’s Conni AI orchestration and FastCap solution for recovering overpayments and accelerating complex, time-sensitive workflows.
•Named a leader in NelsonHall’s Benefit Administration and HR Transformation Services NEAT assessments, recognizing Conduent’s AI-powered approach to employee experiences.
•Integrated Google Cloud’s Gemini models into Conduent’s Viewpoint™ platform to accelerate eDiscovery review, reduce costs and improve defensibility.
Leadership & Governance
•Appointed Narayanan Sundaresan as Chief Information and Technology Officer and Anna Novoseletsky as Executive Vice President, General Counsel and Secretary.
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EXHIBIT 99.1
FY 2026 Outlook(3)
FY 2026 Outlook(3) | |||||
| Revenue | $2,150M - $2,250M | ||||
Adj. EBITDA from Continuing Operations(1) | $140M - $170M | ||||
(1) Refer to the Appendix for definition and complete non-GAAP reconciliations of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA Margin from Continuing Operations, Adjusted Diluted EPS from Continuing Operations and Adjusted Free Cash Flow.
(2) Refer to the Appendix for definition.
(3) Refer to the Appendix for additional information regarding non-GAAP outlook.
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EXHIBIT 99.1
Conference Call
Management will present the results during a conference call and webcast on November 5, 2026 at
4:30 p.m. ET.
4:30 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 800-717-1738 toll-free. If requested, the conference ID for this call is 13763477.
The international dial-in is +1-646-307-1865. The international conference ID is also 13763477.
A recording of the conference call will be available by calling 877-660-6853 or 201-612-7415 after the conference call concludes. The replay ID is 13763477.
The telephone recording will be available until November 19, 2026.
About Conduent
Conduent is a global technology-enabled operating partner that helps businesses and governments simplify complexity, modernize mission-critical operations and deliver measurable outcomes through AI, automation, data and human expertise.
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EXHIBIT 99.1
Non-GAAP Financial Measures
We have reported our financial results in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures from our Continuing Operations only, unless otherwise noted. 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 non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. 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" and "Non-GAAP Reconciliations" sections 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 press release and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "expect," "intend," "plan," "target," "project," "will," "should," "could" and "may," and similar expressions, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements reflect our current views and assumptions regarding future events and are subject to risks and uncertainties, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied.
Important factors that could cause actual results to differ materially include: risks related to the sale of our Transit Business and the pending sale of our Tolling Business, including our ability to realize the anticipated benefits, the risk that required regulatory approvals, third-party consents or other closing conditions for the Tolling transaction are not satisfied such that the closing is delayed or does not occur, and the risk that we do not receive some or all of the Transit holdback amounts; government appropriations and termination rights contained in our government contracts, and changes in government spending levels and budget priorities; our ability to renew commercial and government contracts, and the loss of, or a reduction in business from, significant clients; our ability to realize the cost savings we have identified, and to achieve estimated savings or other benefits for clients under new engagements; our significant indebtedness and the terms of such indebtedness, our credit ratings, our ability to collect our receivables, and the availability of receivables financing; breaches of, or interruptions in, our information systems and network infrastructure; the possibility that the court materially alters or fails to approve the class action settlement related to the previously disclosed cyber event that took place in January 2025, unexpected costs or liabilities in connection with that settlement or event, the outcome of other legal proceedings and government investigations related to it, and the availability and timing of insurance recovery; and developments in other claims, lawsuits, investigations and proceedings.
These and the other factors described in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our 2025 Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed (or furnished) with the Securities and Exchange Commission could cause our actual results to differ materially from those in our forward-looking statements. 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 because of new information, subsequent events or otherwise, except as required by law.
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EXHIBIT 99.1
# # #
Media Contacts:
Remy Kaul, Conduent, remy.kaul@conduent.com
Investor Contacts:
Nick Goel, ir@conduent.com
Conduent Incorporated
100 Campus Drive, Suite 200
Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, NJ 07932
www.conduent.com
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 534 | $ | 605 | $ | 1,652 | $ | 1,826 | ||||||||||||||||||
| Operating Costs and Expenses | ||||||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | 425 | 490 | 1,322 | 1,485 | ||||||||||||||||||||||
| Selling, general and administrative (excluding depreciation and amortization) | 72 | 83 | 230 | 284 | ||||||||||||||||||||||
| Research and development (excluding depreciation and amortization) | 1 | 1 | 2 | 3 | ||||||||||||||||||||||
| Depreciation and amortization | 36 | 42 | 114 | 124 | ||||||||||||||||||||||
| Restructuring and related costs | 22 | 12 | 50 | 24 | ||||||||||||||||||||||
| Interest expense | 15 | 12 | 40 | 36 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs, net | 1 | — | 4 | 6 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | — | — | 1 | 2 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 1 | — | 1 | ||||||||||||||||||||||
| Other (income) expenses, net | (3) | 2 | — | 4 | ||||||||||||||||||||||
| Total Operating Costs and Expenses | 569 | 643 | 1,763 | 1,969 | ||||||||||||||||||||||
| Income (Loss) Before Income Taxes from Continuing Operations | (35) | (38) | (111) | (143) | ||||||||||||||||||||||
| Income tax expense (benefit) from continuing operations | 5 | 4 | 20 | (3) | ||||||||||||||||||||||
| Net Income (Loss) from Continuing Operations | $ | (40) | $ | (42) | $ | (131) | $ | (140) | ||||||||||||||||||
| Income (Loss) from Discontinued Operations, Net of Tax | $ | (9) | $ | (4) | $ | (67) | $ | 3 | ||||||||||||||||||
| Net Income (Loss) | $ | (49) | $ | (46) | $ | (198) | $ | (137) | ||||||||||||||||||
| Net Income (Loss) per Share: | ||||||||||||||||||||||||||
| Basic: | ||||||||||||||||||||||||||
| Continuing operations | $ | (0.27) | $ | (0.27) | $ | (0.89) | $ | (0.92) | ||||||||||||||||||
| Discontinued operations | (0.06) | (0.03) | (0.43) | 0.02 | ||||||||||||||||||||||
| Basic net income (loss) per share | $ | (0.33) | $ | (0.30) | $ | (1.32) | $ | (0.90) | ||||||||||||||||||
| Diluted: | ||||||||||||||||||||||||||
| Continuing operations | $ | (0.27) | $ | (0.27) | $ | (0.89) | $ | (0.92) | ||||||||||||||||||
| Discontinued operations | (0.06) | (0.03) | (0.43) | 0.02 | ||||||||||||||||||||||
| Diluted net income (loss) per share | $ | (0.33) | $ | (0.30) | $ | (1.32) | $ | (0.90) | ||||||||||||||||||
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net Income (Loss) | $ | (49) | $ | (46) | $ | (198) | $ | (137) | ||||||||||||||||||
Other Comprehensive Income (Loss), Net(1) | ||||||||||||||||||||||||||
| Currency translation adjustments, net | (4) | (2) | (9) | 31 | ||||||||||||||||||||||
| Unrecognized gains (losses), net | 1 | (2) | — | — | ||||||||||||||||||||||
| Changes in benefit plans, net | (1) | — | (1) | — | ||||||||||||||||||||||
| Other Comprehensive Income (Loss), Net | (4) | (4) | (10) | 31 | ||||||||||||||||||||||
| Comprehensive Income (Loss), Net | $ | (53) | $ | (50) | $ | (208) | $ | (106) | ||||||||||||||||||
(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) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 292 | $ | 233 | ||||||||||
| Accounts receivable, net | 400 | 341 | ||||||||||||
| Contract assets | 13 | 53 | ||||||||||||
| Other current assets | 198 | 125 | ||||||||||||
| Assets of discontinued operations held for sale | 404 | 452 | ||||||||||||
| Total current assets | 1,307 | 1,204 | ||||||||||||
| Land, buildings and equipment, net | 142 | 167 | ||||||||||||
| Operating lease right-of-use assets | 116 | 112 | ||||||||||||
| Deferred contract costs, net | 74 | 74 | ||||||||||||
| Goodwill | 613 | 617 | ||||||||||||
| Other long-term assets | 198 | 223 | ||||||||||||
| Total Assets | $ | 2,450 | $ | 2,397 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current portion of long-term debt | $ | 191 | $ | 22 | ||||||||||
| Accounts payable | 71 | 108 | ||||||||||||
| Accrued compensation and benefits costs | 118 | 136 | ||||||||||||
| Contract liabilities | 55 | 44 | ||||||||||||
| Other current liabilities | 287 | 201 | ||||||||||||
| Liabilities of discontinued operations held for sale | 204 | 217 | ||||||||||||
| Total current liabilities | 926 | 728 | ||||||||||||
| Long-term debt | 709 | 665 | ||||||||||||
| Deferred taxes | 19 | 19 | ||||||||||||
| Operating lease liabilities | 90 | 83 | ||||||||||||
| Other long-term liabilities | 93 | 75 | ||||||||||||
| Total Liabilities | 1,837 | 1,570 | ||||||||||||
| Series A convertible preferred stock | 142 | 142 | ||||||||||||
| Common stock | 2 | 2 | ||||||||||||
| Treasury stock, at cost | (235) | (235) | ||||||||||||
| Additional paid-in capital | 3,969 | 3,968 | ||||||||||||
| Retained earnings (deficit) | (2,818) | (2,613) | ||||||||||||
| Accumulated other comprehensive loss | (447) | (437) | ||||||||||||
| Total Equity | 471 | 685 | ||||||||||||
| Total Liabilities and Equity | $ | 2,450 | $ | 2,397 | ||||||||||
| Shares of common stock issued and outstanding | 155,682 | 154,709 | ||||||||||||
| Shares of series A convertible preferred stock issued and outstanding | 120 | 120 | ||||||||||||
| Shares of common stock held in treasury | 70,097 | 70,097 | ||||||||||||
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EXHIBIT 99.1
CONDUENT INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||||||||
| Net income (loss) | $ | (49) | $ | (46) | $ | (198) | $ | (137) | ||||||||||||||||||
| Adjustments required to reconcile net income (loss) to cash flows from operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization | 38 | 48 | 128 | 144 | ||||||||||||||||||||||
| Contract inducement amortization | 1 | 1 | 2 | 2 | ||||||||||||||||||||||
| Deferred income taxes | (1) | 4 | (1) | (3) | ||||||||||||||||||||||
| Amortization of debt financing costs | — | — | 1 | 1 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 1 | — | 1 | ||||||||||||||||||||||
| (Gain) loss on divestitures and sales of fixed assets, net | (20) | — | 10 | 2 | ||||||||||||||||||||||
| Stock-based compensation | — | 5 | 2 | 13 | ||||||||||||||||||||||
| Changes in operating assets and liabilities | (76) | (50) | (54) | (121) | ||||||||||||||||||||||
| Net change in income tax assets and liabilities | — | (2) | 2 | (14) | ||||||||||||||||||||||
| Net cash provided by (used in) operating activities | (107) | (39) | (108) | (112) | ||||||||||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||||||||||
| Cost of additions to land, buildings and equipment | (5) | (15) | (23) | (44) | ||||||||||||||||||||||
| Proceeds from sale of land, buildings and equipment | 1 | — | 1 | — | ||||||||||||||||||||||
| Cost of additions to internal use software | (5) | (6) | (16) | (15) | ||||||||||||||||||||||
| Proceeds from divestitures | — | — | 3 | 53 | ||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (9) | (21) | (35) | (6) | ||||||||||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||||||||||
| Proceeds from revolving credit facility | 183 | 134 | 243 | 259 | ||||||||||||||||||||||
| Proceeds from the issuance of debt, net | — | — | — | 4 | ||||||||||||||||||||||
| Payments of debt issuance costs | (1) | (3) | (1) | (3) | ||||||||||||||||||||||
| Payments of revolving credit facility | — | — | (25) | (125) | ||||||||||||||||||||||
| Payments of debt | (4) | (86) | (14) | (101) | ||||||||||||||||||||||
| Treasury stock purchases | — | (13) | — | (20) | ||||||||||||||||||||||
| Excise tax payment on treasury stock purchases | — | — | — | (2) | ||||||||||||||||||||||
| Taxes paid for settlement of stock-based compensation | (1) | — | (1) | — | ||||||||||||||||||||||
| Dividends paid on preferred stock | (5) | (2) | (7) | (7) | ||||||||||||||||||||||
| (Repurchase of) contribution from noncontrolling interest | — | — | — | (5) | ||||||||||||||||||||||
| Net cash provided by (used in) financing activities | 172 | 30 | 195 | — | ||||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1) | — | — | 5 | ||||||||||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 55 | (30) | 52 | (113) | ||||||||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 240 | 294 | 243 | 377 | ||||||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash at End of period(1) | $ | 295 | $ | 264 | $ | 295 | $ | 264 | ||||||||||||||||||
___________
(1)Includes $3 million and $16 million restricted cash as of September 30, 2026 and 2025, respectively, and $10 million of restricted cash as of December 31, 2025, included in Other current assets on the respective Consolidated Balance Sheets.
12
EXHIBIT 99.1
Appendix
Definitions
New Business Annual Contract Value (ACV): (New Business TCV / contract term) multiplied by 12.
New Business Total Contract Value (TCV): Estimated total future revenues from contracts signed during the period related to new logo, new service line or expansion with existing customers.
TTM: Trailing twelve months.
PBT: Profit before tax.
Non-GAAP Financial Measures
We have reported our financial results in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures for our Continuing Operations only, unless otherwise noted.
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 non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. 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.
Management cautions that amounts presented in accordance with Conduent's definition of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner.
A reconciliation of the 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 Accounting Standards Codification 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.
Discontinued Operations
We have announced the sales of our Public Transit and Tolling businesses. These two transactions collectively represent an exit from the Transportation business, a strategic shift that will have a major effect on our operations and financial results. As such, these transactions qualify under applicable accounting guidance for reporting as discontinued operations and we reported these businesses as discontinued operations and reclassified their results from our former Transportation segment to Discontinued Operations and no longer report results for a Transportation segment. Additionally, the related assets and liabilities associated with the discontinued operations are classified as held for sale in our condensed consolidated balance sheet for the periods presented.
13
EXHIBIT 99.1
Unless otherwise noted, the discussion of our results is on a continuing operations basis and does not include discontinued operations.
Adjusted Revenue, Adjusted Profit Before Tax from Continuing Operations, Adjusted Net Income (Loss) from Continuing Operations, Adjusted Diluted Earnings per Share from Continuing Operations, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate from Continuing Operations
We make adjustments to Revenue, Net Income (Loss) before Income Taxes from Continuing Operations for the following items, as applicable, to the particular financial measure, for the purpose of calculating Adjusted Revenue, Adjusted Profit Before Tax from Continuing Operations, Adjusted Net Income (Loss) from Continuing Operations, Adjusted Diluted Earnings per Share from Continuing Operations, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate from Continuing Operations:
•Amortization of acquired intangible assets. This 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. This includes restructuring and asset impairment charges as well as costs associated with our strategic transformation program.
•Goodwill impairment. This represents goodwill impairment charges arising from annual or interim goodwill testing.
•(Gain) loss on divestitures and transaction costs, net. Represents (gain) loss on divested businesses and transaction costs.
•Litigation settlements (recoveries), net represents settlements or recoveries for various matters subject to litigation.
•Loss on extinguishment of debt. This represents write-off related debt issuance costs related to prepayments of debt.
•Direct response costs - cyber event. This represents costs related to investigating, remediating and responding to the January 2025 Cyber Event.
•Other charges (credits). This includes Other (income) expenses, net on the Consolidated Statements of Income (Loss) and other adjustments, including former CEO separation costs of approximately $4 million in Q1 2026.
•Divestitures. Revenue and Adjusted EBITDA of divested businesses, which are not reported as discontinued operations, are excluded.
We provide adjusted net income and adjusted EPS financial measures from continuing operations 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 from continuing operations, provided as supplemental information, facilitates a comparison by investors of our actual effective tax rate from continuing operations with an adjusted effective tax rate from continuing operations 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.
14
EXHIBIT 99.1
Adjusted Revenue, Adjusted Operating Income from Continuing Operations and Adjusted Operating Margin from Continuing Operations
We make adjustments to Revenue, Costs and Expenses and Operating Margin from Continuing Operations for the following items, as applicable, for the purpose of calculating Adjusted Revenue from Continuing Operations, Adjusted Operating Income from Continuing Operations and Adjusted Operating Margin from Continuing Operations:
•Amortization of acquired intangible assets.
•Restructuring and related costs.
•Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
•Goodwill impairment.
•(Gain) loss on divestitures and transaction costs, net.
•Litigation settlements (recoveries), net.
•Loss on extinguishment of debt.
•Direct response costs - cyber event.
•Other charges (credits).
•Divestitures, which are not reported as Discontinued Operations.
We provide our investors with adjusted revenue, adjusted operating income from Continuing Operations and adjusted operating margin from Continuing Operations 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 from Continuing Operations and EBITDA Margin from Continuing Operations
We use Adjusted EBITDA from Continuing Operations and Adjusted EBITDA Margin from Continuing Operations 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 from Continuing Operations represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA Margin from Continuing Operations is Adjusted EBITDA from Continuing Operations divided by revenue or adjusted revenue, as applicable.
•Restructuring and related costs.
•Goodwill impairment.
•(Gain) loss on divestitures and transaction costs, net.
•Litigation settlements (recoveries), net.
•Loss on extinguishment of debt.
•Direct response costs - cyber event.
•Other charges (credits).
•Divestitures, which are not reported as Discontinued Operations.
Adjusted EBITDA from Continuing Operations 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.
15
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, as applicable. 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 transaction costs, proceeds from failed sale-leaseback transactions and certain other identified adjustments, as applicable. 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; 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 Full Year 2026 Outlook for Adjusted EBITDA and Adjusted EBITDA Margin from Continuing Operations, 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 and Adjusted EBITDA Margin from Continuing Operations is reflected in the table below. We are providing such outlook only on a non-GAAP basis because we are 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 Adjusted Revenue only on a non-GAAP basis using foreign currency translation rates as of fiscal year end due to the inability to, without unreasonable efforts, accurately predict foreign currency impact on revenues. In addition, the outlook is on a continuing operations basis.
16
EXHIBIT 99.1
Non-GAAP Reconciliations: Revenue at Constant Currency, Adjusted Net Income (Loss) from Continuing Operations, Adjusted Effective Tax from Continuing Operations, Adjusted Operating Income (Loss) from Continuing Operations and Adjusted EBITDA from Continuing Operations were as follows (see footnotes on last page of Non-GAAP reconciliations):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| REVENUE AT CONSTANT CURRENCY | ||||||||||||||||||||||||||
| Revenue | $ | 534 | $ | 605 | $ | 1,652 | $ | 1,826 | ||||||||||||||||||
| Foreign currency impact | 1 | (3) | (4) | (2) | ||||||||||||||||||||||
| Revenue at Constant Currency | $ | 535 | $ | 602 | $ | 1,648 | $ | 1,824 | ||||||||||||||||||
| Adjusted Net Income (Loss) from Continuing Operations calculated from Net Income (Loss) from Continuing Operations | ||||||||||||||||||||||||||
| Net Income (Loss) from Continuing Operations | $ | (40) | $ | (42) | $ | (131) | $ | (140) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Amortization of acquired intangible assets(2) | 1 | 1 | 2 | 2 | ||||||||||||||||||||||
| Restructuring and related costs | 22 | 12 | 50 | 24 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 1 | — | 1 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs, net | 1 | — | 4 | 6 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | — | — | 1 | 2 | ||||||||||||||||||||||
| Direct response costs - cyber event | — | — | — | 25 | ||||||||||||||||||||||
| Other charges (credits) | (3) | 2 | 4 | 4 | ||||||||||||||||||||||
Total Non-GAAP Adjustments | 21 | 16 | 61 | 64 | ||||||||||||||||||||||
Income tax adjustments(3) | 4 | 12 | 28 | 19 | ||||||||||||||||||||||
| Adjusted Net Income (Loss) from Continuing Operations | $ | (15) | $ | (14) | $ | (42) | $ | (57) | ||||||||||||||||||
| Adjusted Net Income (Loss) from Continuing Operations calculated from Income (Loss) before Income Taxes from Continuing Operations | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes from Continuing Operations | $ | (35) | $ | (38) | $ | (111) | $ | (143) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total Non-GAAP Adjustments | 21 | 16 | 61 | 64 | ||||||||||||||||||||||
| Adjusted PBT from Continuing Operations | $ | (14) | $ | (22) | $ | (50) | $ | (79) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Income tax expense (benefit) from continuing operations | $ | 5 | $ | 4 | $ | 20 | $ | (3) | ||||||||||||||||||
Income tax adjustments(3) | (4) | (12) | (28) | (19) | ||||||||||||||||||||||
| Adjusted Income Tax Expense (Benefit) from Continuing Operations | 1 | (8) | (8) | (22) | ||||||||||||||||||||||
| Adjusted Net Income (Loss) from Continuing Operations | $ | (15) | $ | (14) | $ | (42) | $ | (57) | ||||||||||||||||||
17
EXHIBIT 99.1
| CONTINUED | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Adjusted Operating Income (Loss) from Continuing Operations | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes from Continuing Operations | $ | (35) | $ | (38) | $ | (111) | $ | (143) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 21 | 16 | 61 | 64 | ||||||||||||||||||||||
| Interest expense | 15 | 12 | 40 | 36 | ||||||||||||||||||||||
| Adjusted Operating Income (Loss) from Continuing Operations | $ | 1 | $ | (10) | $ | (10) | $ | (43) | ||||||||||||||||||
| ADJUSTED EBITDA FROM CONTINUING OPERATIONS | ||||||||||||||||||||||||||
| Net Income (Loss) from Continuing Operations | $ | (40) | $ | (42) | $ | (131) | $ | (140) | ||||||||||||||||||
| Income tax expense (benefit) from continuing operations | 5 | 4 | 20 | (3) | ||||||||||||||||||||||
| Depreciation and amortization | 36 | 42 | 114 | 124 | ||||||||||||||||||||||
| Interest expense | 15 | 12 | 40 | 36 | ||||||||||||||||||||||
| EBITDA FROM CONTINUING OPERATIONS | 16 | 16 | 43 | 17 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restructuring and related costs | 22 | 12 | 50 | 24 | ||||||||||||||||||||||
| (Gain) loss on divestitures and transaction costs, net | 1 | — | 4 | 6 | ||||||||||||||||||||||
| Litigation settlements (recoveries), net | — | — | 1 | 2 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 1 | — | 1 | ||||||||||||||||||||||
| Direct response costs - cyber event | — | — | — | 25 | ||||||||||||||||||||||
| Other charges (credits) | (3) | 2 | 4 | 4 | ||||||||||||||||||||||
| Adjusted EBITDA from Continuing Operations | $ | 36 | $ | 31 | $ | 102 | $ | 79 | ||||||||||||||||||
18
EXHIBIT 99.1
Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS from Continuing Operations, Adjusted Effective Tax Rate from Continuing Operations, Adjusted Operating Margin from Continuing Operations and Adjusted EBITDA Margin from Continuing Operations were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Amounts are in whole dollars, shares are in thousands and margins and rates are in %) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS(4) | ||||||||||||||||||||||||||
| Weighted Average Common Shares Outstanding | 155,594 | 157,004 | 155,252 | 159,899 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Restricted stock and performance units / shares | — | — | — | — | ||||||||||||||||||||||
| Adjusted Weighted Average Common Shares Outstanding | 155,594 | 157,004 | 155,252 | 159,899 | ||||||||||||||||||||||
| Diluted EPS from Continuing Operations | $ | (0.27) | $ | (0.27) | $ | (0.89) | $ | (0.92) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 0.13 | 0.08 | 0.39 | 0.39 | ||||||||||||||||||||||
Income tax adjustments(3) | 0.03 | 0.08 | 0.18 | 0.12 | ||||||||||||||||||||||
Adjusted Diluted EPS from Continuing Operations | $ | (0.11) | $ | (0.11) | $ | (0.32) | $ | (0.41) | ||||||||||||||||||
| ADJUSTED EFFECTIVE TAX RATE FROM CONTINUING OPERATIONS | ||||||||||||||||||||||||||
| Effective tax rate | (12.3) | % | (12.0) | % | (17.7) | % | 1.8 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Total non-GAAP adjustments | 11.7 | % | 43.7 | % | 34.8 | % | 25.0 | % | ||||||||||||||||||
Adjusted Effective Tax Rate from Continuing Operations(3) | (0.6) | % | 31.7 | % | 17.1 | % | 26.8 | % | ||||||||||||||||||
| ADJUSTED OPERATING MARGIN FROM CONTINUING OPERATIONS | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes from Continuing Operations Margin | (6.6) | % | (6.3) | % | (6.7) | % | (7.8) | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Total non-GAAP adjustments | 4.0 | % | 2.6 | % | 3.7 | % | 3.4 | % | ||||||||||||||||||
| Interest expense | 2.8 | % | 2.0 | % | 2.4 | % | 2.0 | % | ||||||||||||||||||
| Margin for Adjusted Operating Income from Continuing Operations | 0.2 | % | (1.7) | % | (0.6) | % | (2.4) | % | ||||||||||||||||||
| ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS | ||||||||||||||||||||||||||
| EBITDA Margin from Continuing Operations | 3.0 | % | 2.6 | % | 2.6 | % | 0.9 | % | ||||||||||||||||||
| Total non-GAAP adjustments | 3.7 | % | 2.5 | % | 3.6 | % | 3.4 | % | ||||||||||||||||||
| Adjusted EBITDA from Continuing Operations Margin | 6.7 | % | 5.1 | % | 6.2 | % | 4.3 | % | ||||||||||||||||||
19
EXHIBIT 99.1
Free Cash Flow and Adjusted Free Cash Flow Reconciliation:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating Cash Flow | $ | (107) | $ | (39) | $ | (108) | $ | (112) | ||||||||||||||||||
| Cost of additions to land, buildings and equipment | (5) | (15) | (23) | (44) | ||||||||||||||||||||||
| Proceeds from sales of land, buildings and equipment | 1 | — | 1 | — | ||||||||||||||||||||||
| Cost of additions to internal use software | (5) | (6) | (16) | (15) | ||||||||||||||||||||||
| Free Cash Flow | $ | (116) | $ | (60) | $ | (146) | $ | (171) | ||||||||||||||||||
| Free Cash Flow | $ | (116) | $ | (60) | $ | (146) | $ | (171) | ||||||||||||||||||
| Transaction costs | 2 | 2 | 8 | 9 | ||||||||||||||||||||||
| Direct response costs - cyber event payments | — | 7 | 8 | 9 | ||||||||||||||||||||||
| Vendor finance lease payments | (3) | (3) | (10) | (10) | ||||||||||||||||||||||
| Proceeds from failed sale-leaseback transactions | — | — | — | 5 | ||||||||||||||||||||||
| Adjusted Free Cash Flow | $ | (117) | $ | (54) | $ | (140) | $ | (158) | ||||||||||||||||||
__________
(1)Reserved for future use.
(2)Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(3)The tax impact of Adjusted Pre-tax income (loss) 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.
(4)Average shares for the 2026 and 2025 calculation of adjusted EPS excludes 5.4 million shares associated with our Series A convertible preferred stock and includes the impact of preferred stock dividends of approximately $2 million each quarter.
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November 05, 2026 Conduent Q3 2026 Financial Results
2 Forward-Looking Statements This presentation and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "expect," "intend," "plan," "target," "project," "will," "should," "could" and "may," and similar expressions, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements reflect our current views and assumptions regarding future events and are subject to risks and uncertainties, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied. Important factors that could cause actual results to differ materially include: risks related to the sale of our Transit Business and the pending sale of our Tolling Business, including our ability to realize the anticipated benefits, the risk that required regulatory approvals, third-party consents or other closing conditions for the Tolling transaction are not satisfied such that the closing is delayed or does not occur, and the risk that we do not receive some or all of the Transit holdback amounts; government appropriations and termination rights contained in our government contracts, and changes in government spending levels and budget priorities; our ability to renew commercial and government contracts, and the loss of, or a reduction in business from, significant clients; our ability to execute our transformation plan and to achieve the multi-year revenue, margin, cash flow and leverage targets reflected in our outlook; our ability to realize the cost savings we have identified, and to achieve estimated savings or other benefits for clients under new engagements; our significant indebtedness and the terms of such indebtedness, our credit ratings, our ability to collect our receivables, and the availability of receivables financing; breaches of, or interruptions in, our information systems and network infrastructure; the possibility that the court materially alters or fails to approve the class action settlement related to the previously disclosed cyber event that took place in January 2025, unexpected costs or liabilities in connection with that settlement or event, the outcome of other legal proceedings and government investigations related to it, and the availability and timing of insurance recovery; and developments in other claims, lawsuits, investigations and proceedings. These and the other factors described in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our 2025 Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed (or furnished) with the Securities and Exchange Commission could cause our actual results to differ materially from those in our forward-looking statements. 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 because of new information, subsequent events or otherwise, except as required by law. Cautionary Statements
3 Non-GAAP Financial Measures We have reported our financial results in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures for our Continuing Operations only, unless otherwise noted. 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 non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. 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" and "Non-GAAP Reconciliations" sections in this presentation for a discussion of these non-GAAP measures and their reconciliation to the reported U.S. GAAP measures. Discontinued Operations We have announced the sales of our Public Transit and Tolling businesses. These two transactions collectively represent an exit from the Transportation business, a strategic shift that will have a major effect on our operations and financial results. As such, these transactions qualify under applicable accounting guidance for reporting as discontinued operations and reclassified their results from our former Transportation segment to Discontinued Operations and no longer report results for a Transportation segment. Additionally, the related assets and liabilities associated with the discontinued operations are classified as held for sale in our condensed consolidated balance sheet for the periods presented. Unless otherwise noted, the discussion of our results is on a continuing operations basis and does not include discontinued operations. Cautionary Statements
4 Q3 2026 Results (1) Refer to the Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin. (2) Full definition in the Appendix. Q3 Results / Metrics CEO Priorities • Revenue: $534M • Adj. EBITDA from continuing operations(1): $36M • Adj. EBITDA Margin from continuing operations(1): 6.7% • New Business Signings ACV(2) from continuing operations: $61M • Convert pipeline to growth: ◦ Current qualified pipeline $2.9B, focus on conversion to revenue • Optimize the portfolio: ◦ Completed the divestiture of the Public Transit business and continue to advance the Tolling divestiture toward an expected year-end close • Increase speed and accountability: ◦ Simplified the organization, strengthened the leadership team, and established an AI Center of Excellence to accelerate execution and scale high-value AI initiatives • Enforce financial discipline: ◦ Completed the financing of $447M in revolving credit commitments, maturing in May 2029 and strengthening liquidity and financial flexibility • Reduce cost structure: ◦ Identified $106M of $120M of cost-savings target, contributing to EBITDA margin improvement. Reduced CAPEX significantly
5 Key Sales Metrics New Business ACV(1) Signings Q3 New Business ACV(1) by Segment (1) Full definition in the Appendix. $134 $117 Q3' 25 Q3' 26 $0M $50M $100M $150M New Business TCV(1) Signings $40 $35 Q3'25 Q3'26 $25M $50M $45M $16M Commercial Government $70 $61 Q3'25 Q3'26 $0M $25M $50M $75M New Business ARR(1) Trailing Four Quarters ACV(1) Sales Trend $348 $364 $376 $364 $355 $222 $213 $216 $209 $204 $126 $151 $160 $155 $151 Conduent Total Commercial Government Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0 $200 $400 $0M
6 Key Sales Metrics TCV Signings (incl. ARR(1) + NRR(1)) $206 $367 $286 $617 $349 $134 $193 $162 $194 $117 Renewal NB Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0M $200M $400M $600M $800M New Business (ARR(1) + NRR(1) Breakdown) $40 $46 $39 $73 $35 $36 $61 $74 $27 $37 NB ARR NB NRR Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0M $50M $100M $150M New Business ARR Avg. Contract Length(1) $70 $106 $89 $99 $61 Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0M $50M $100M $150M New Business ACV(1) Signings 2.5yrs 2.9yrs 2.3yrs 2.3yrs 2.3yrs Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 —yrs 2.0yrs 4.0yrs (1) Full definition in the Appendix.
7 Q3 2026 P&L Metrics $605M $534M Q3 2025 Q3 2026 $0M $250M $500M $750M (11.7)% Y/Y (11.7)% in CC(2) Revenue $31M / 5.1% $36M / 6.7% Q3 2025 Q3 2026 $0M $20M $40M Adj. EBITDA(1) / Adj. EBITDA Margin(1) 16.1% Y/Y Revenue(1) Trend (1) Refer to the Appendix for complete Non-GAAP reconciliations of Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin. (2) Refer to definition in the Appendix. $605M $607M $587M $531M $534M Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0M $250M $500M $750M Adj. EBITDA(1) Trend $31M $44M $50M $16M $36M Q3' 25 Q4' 25 Q1' 26 Q2' 26 Q3' 26 $0M $25M $50M
8 $29M $63M $(56)M $36M Commercial Government Unallocated Costs Adjusted EBITDA Commercial, $308M Government, $226M Q3 2026 P&L by Segment (1) Refer to the Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin. (5.0)% Y/Y (16.1)% Y/Y 3.3% Y/Y (21.6)% Y/Y Revenue Adj. EBITDA(1) Contributions 16.1% Y/Y 16.4% Y/Y • Commercial: Decrease primarily driven by lost business and lower volumes, partially offset by new business ramp. • Government: decrease primarily driven by contract losses, lower volumes, partially offset by new business ramp. • Commercial: Decrease primarily driven by revenue drivers, partially offset by our cost efficiency programs; margin 9.4% down (70) bps Y/Y. • Government: Increase primarily driven by cost efficiencies and continued lower expenses, partially offset by the revenue drivers; margin 27.9% up 230 bps Y/Y. • Unallocated Costs: Improvement primarily driven by cost efficiencies in our corporate functions.
9 $520M Senior Notes 2026 2027 2028 2029 Q3 2026 Cash Flow and Balance Sheet Q3 2026 Cash(4) Balance Changes Balance Sheet For the complete set of footnotes associated with this slide, please refer to the last page of the Appendix. ($ in millions) 12/31/2025 9/30/2026 Total Cash(4) $243 $295 Total Debt(5) 629 847 Current Portion of Debt(8) 22 191 Revolving Credit Facility(6) 109 327 Senior Notes due 2029 520 520 Finance leases and Other loans 62 56 Adjusted net leverage ratio(3) 2.2x 2.9x Senior Notes Maturity(7) $240M $(117)M $172M $295M Cash Beginning of Period Adjusted Free Cash Flow Financing and Other Activity Cash End of Period • Adj. Free Cash Flow(1): $(117)M • Capex(2) as % of revenue: 2.8% • Adjusted net leverage ratio(3): 2.9x • $295M of cash(4) at end of Q3 2026 (1) $ --M$ --M $ --M
10 Three-Year Outlook(1) (1) Refer to the Appendix for additional information regarding Non-GAAP Outlook. (2) Refer to the Appendix for complete Non-GAAP reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adj. Free Cash Flow and Net Leverage Ratio 2.15 – 2.25Revenue ($B) Adj. EBITDA from Continuing Operations(2) ($M) 140 – 170 FY 2026 2.15 – 2.25 170 – 200 (+30M) FY 2027 2.25 – 2.35 210 – 250 (+45M) FY 2028 6.5% – 7.6%Adj. EBITDA margin from Continuing Operations(2) Adj. Free Cash Flow(2) Negative 7.9% – 8.9% 9.3% – 10.6% Positive 2.5xNet Leverage Ratio(2) 1.5x Government Revenue Growth Commercial Revenue Growth Flat to positive Flat 3% to 5% 1% to 3% Inline with BPS industry Common tech platforms and leveraging AI LT-Model Steady improvement to 15% 20+% of Adj. EBITDA Steady improvement to 1.0x Net Leverage
Appendix
12 Key Achievements and Industry Accolades Portfolio Optimization and Strategic Transformation • Completed the sale of the Public Transit business to Modaxo for $164 million and expect to complete the sale of the Tolling business by year-end, sharpening focus on Commercial and Government businesses. Business Execution & Contract Wins • Won a new AI-enabled audit services engagement with a leading global automotive manufacturer, leveraging AI to analyze billions of dollars in vendor tooling spend, identify supplier savings opportunities and help prevent future overpayments. The opportunity could generate up to $150 million–$200 million in savings for the client. • Added Gravie as a new client, expanding Conduent’s Payment Integrity business and extending its reach in the healthcare market. • Expanded Document Services work with a long-standing insurance and employee benefits provider, building on the relationship to support additional business needs. • Announced a contract spanning up to 14 years with the Commonwealth of Virginia to continue operating and modernizing its Medicaid systems, including claims processing, finance, call center services and reporting. • Partnered with the State of New Jersey to provide EBT cards with chip-enabled technology and tap-to-pay functionality to help prevent SNAP fraud and protect beneficiaries’ funds. • Received third-party HITRUST certification for cybersecurity and information protection for the Enterprise Data Warehouse Solution operated in support of Colorado’s Medicaid program. Innovation & Technology Investment • Established an enterprise AI Center of Excellence to accelerate adoption of AI across Conduent by prioritizing high-value opportunities, developing reusable capabilities and governance, and scaling validated solutions across businesses. • Named a leader in ISG’s Global Finance and Accounting Outsourcing Provider Lens assessment for Invoice to Pay, recognizing Conduent’s Conni AI orchestration and FastCap solution for recovering overpayments and accelerating complex, time-sensitive workflows. • Named a leader in NelsonHall’s Benefit Administration and HR Transformation Services NEAT assessments, recognizing Conduent’s AI-powered approach to employee experiences. • Integrated Google Cloud’s Gemini models into Conduent’s Viewpoint™ platform to accelerate eDiscovery review, reduce costs and improve defensibility. Leadership & Governance • Appointed Narayanan Sundaresan as Chief Information and Technology Officer and Anna Novoseletsky as Executive Vice President, General Counsel and Secretary.
13 Definitions New Business Total Contract Value (TCV): Estimated total future revenues from contracts signed during the period 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 period related to renewals. Implied New Business Average Contract Length: (New Business TCV – New Business NRR) / New Business ARR = Implied New Business Average Contract Length. TTM: Trailing twelve months. CC: Constant Currency as defined in "Non-GAAP Financial Measures"
14 Non-GAAP Financial Measures We have reported our financial results in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In addition, we have discussed our financial results using non-GAAP measures for our Continuing Operations only, unless otherwise noted. 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 non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. 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. Management cautions that amounts presented in accordance with Conduent's definition of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP Reconciliations 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 Revenue, Adjusted Profit Before Tax from Continuing Operations, Adjusted Net Income (Loss) from Continuing Operations, Adjusted Diluted Earnings per Share from Continuing Operations, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate from Continuing Operations. We make adjustments to Revenue, Net Income (Loss) before Income Taxes from Continuing Operations for the following items, as applicable, to the particular financial measure, for the purpose of calculating Adjusted Revenue from Continuing Operations , Adjusted Net Income (Loss) from Continuing Operations, Adjusted Profit Before Tax from Continuing Operations, Adjusted Diluted Earnings per Share from Continuing Operations, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate from Continuing Operations: • Amortization of acquired intangible assets. This 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. This includes restructuring and asset impairment charges as well as costs associated with our strategic transformation program. • (Gain) loss on divestitures and transaction costs, net. Represents (gain) loss on divested businesses and transaction costs. • Goodwill Impairment. This represents goodwill impairment charges arising from annual or interim goodwill testing. • Loss on extinguishment of debt. This represents write-off related debt issuance costs related to prepayments of debt. • Litigation settlements (recoveries), net. Litigation settlements (recoveries), net represents provisions for various matters subject to litigation. • Direct response costs - cyber event. This represents costs related to investigating, remediating and responding to the January 2025 Cyber Event. • Other charges (credits). This includes Other (income) expenses, net on the Consolidated Statements of Income (Loss) and other adjustments, including former CEO separation costs of approximately $4 million in Q1 2026. • Divestitures. Revenue and Adjusted EBITDA of divested businesses, which are not reported as discontinued operations, are excluded. We provide 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 from continuing operations, provided as supplemental information, facilitates a comparison by investors of our actual effective tax rate from continuing operations with an adjusted effective tax rate from continuing operations 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
15 Adjusted Revenue, Adjusted Operating Income from Continuing Operations and Adjusted Operating Margin from Continuing Operations. We make adjustments to Revenue, Costs and Expenses and Operating Margin from Continuing Operations for the following items, as applicable, for the purpose of calculating Adjusted Revenue, Adjusted Operating Income from Continuing Operations and Adjusted Operating Margin from Continuing Operations: • Amortization of acquired intangible assets. • Restructuring and related costs. • Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs. • Goodwill impairment. • (Gain) loss on divestitures and transaction costs, net. • Litigation settlements (recoveries), net. • Loss on extinguishment of debt. • Direct response costs - cyber event. • Other charges (credits). • Divestitures, which are not reported as Discontinued Operations. We provide our investors with adjusted revenue, adjusted operating income from continuing operations and adjusted operating margin from continuing operations 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
16 Adjusted EBITDA from Continuing Operations and EBITDA Margin from Continuing Operations We use Adjusted EBITDA from Continuing Operations and Adjusted EBITDA Margin from Continuing Operations 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 from Continuing Operations represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA Margin from Continuing Operations is Adjusted EBITDA from Continuing Operations divided by revenue or adjusted revenue, as applicable: • Restructuring and related costs. • Goodwill impairment. • (Gain) loss on divestitures and transaction costs, net. • Litigation settlements (recoveries), net. • Loss on extinguishment of debt. • Direct response costs - cyber event. • Other charges (credits). • Divestitures, which are not reported as Discontinued Operations. Adjusted EBITDA from Continuing Operations 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. Non-GAAP Financial Measures
17 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, as applicable. 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 transaction costs, proceeds from failed sale-leaseback transactions and certain other identified adjustments, as applicable. 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; 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 Full Year 2026 Outlook for Adjusted EBITDA from continuing operations, 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 is reflected in the table within this presentation. We are providing such outlooks only on a non-GAAP basis because we are 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 outlooks for revenue only on a non-GAAP basis using foreign currency translation rates as of fiscal year end due to the inability to, without unreasonable efforts, accurately predict foreign currency impact on revenues. In addition, the Non-GAAP Outlook is provided on a continuing operations basis. Non-GAAP Financial Measures
18 Non-GAAP Reconciliations (in millions) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 REVENUE Revenue $ 534 $ 531 $ 587 $ 2,433 $ 607 $ 605 $ 603 $ 618 Foreign currency impact 1 (1) (4) (4) (2) (3) (1) 2 Revenue at Constant Currency $ 535 $ 530 $ 583 $ 2,429 $ 605 $ 602 $ 602 $ 620 Adjusted Net Income (Loss) from Continuing Operations calculated from Net Income (Loss) from Continuing Operations Income (Loss) From Continuing Operations $ (40) $ (69) $ (22) $ (174) $ (34) $ (42) $ (42) $ (56) Adjustments: Amortization of acquired intangible assets(2) 1 1 — 2 — 1 1 — Restructuring and related costs 22 20 8 35 11 12 8 4 Loss on extinguishment of debt — — — 1 — 1 — — (Gain) loss on divestitures and transaction costs, net 1 2 1 8 2 — 4 2 Litigation settlements (recoveries), net — 1 — 1 (1) — — 2 Direct response costs - cyber event — — — 25 — — — 25 Other charges (credits) (3) — 7 7 3 2 1 1 Total Non-GAAP Adjustments 21 24 16 79 15 16 14 34 Income tax adjustments(3) 4 19 5 26 7 12 5 2 Adjusted Net Income (Loss) from Continuing Operations $ (15) $ (26) $ (1) $ (69) $ (12) $ (14) $ (23) $ (20) Revenue at Constant Currency, Adjusted Net Income (Loss) from Continuing Operations, Adjusted Effective Tax Rate from Continuing Operations, Adjusted Operating Income (Loss) from Continuing Operations and Adjusted EBITDA from Continuing Operations (see footnotes on last page of Non-GAAP reconciliations)
19 CONTINUED (in millions) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Adjusted Net Income (Loss) from Continuing Operations calculated from Income (Loss) before Income Taxes from Continuing Operations Income (Loss) Before Income Taxes from Continuing Operations $ (35) $ (57) $ (19) $ (170) $ (27) $ (38) $ (43) $ (62) Adjustment: Total Non-GAAP Adjustments 21 24 16 79 15 16 14 34 Adjusted PBT from Continuing Operations $ (14) $ (33) $ (3) $ (91) $ (12) $ (22) $ (29) $ (28) Income tax expense (benefit) $ 5 $ 12 $ 3 $ 4 $ 7 $ 4 $ (1) $ (6) Income tax adjustments(3) (4) (19) (5) (26) (7) (12) (5) (2) Adjusted Income Tax Expense (Benefit) from Continuing Operations 1 (7) (2) (22) — (8) (6) (8) Adjusted Net Income (Loss) from Continuing Operations $ (15) $ (26) $ (1) $ (69) $ (12) $ (14) $ (23) $ (20) Adjusted Operating Income (Loss) from Continuing Operations Income (Loss) Before Income Taxes from Continuing Operations $ (35) $ (57) $ (19) $ (170) $ (27) $ (38) $ (43) $ (62) Adjustment: Total non-GAAP adjustments 21 24 16 79 15 16 14 34 Interest expense 15 13 12 48 12 12 12 12 Adjusted Operating Income (Loss) from Continuing Operations $ 1 $ (20) $ 9 $ (43) $ — $ (10) $ (17) $ (16)
20 (in millions) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 ADJUSTED EBITDA FROM CONTINUING OPERATIONS Net Income (Loss) from Continuing Operations $ (40) $ (69) $ (22) $ (174) $ (34) $ (42) $ (42) $ (56) Income tax expense (benefit) from continuing operations 5 12 3 4 7 4 (1) (6) Depreciation and amortization 36 37 41 168 44 42 41 41 Interest expense 15 13 12 48 12 12 12 12 EBITDA FROM CONTINUING OPERATIONS 16 (7) 34 46 29 16 10 (9) Adjustments: Restructuring and related costs 22 20 8 35 11 12 8 4 Loss on extinguishment of debt — — — 1 — 1 — — (Gain) loss on divestitures and transaction costs, net 1 2 1 8 2 — 4 2 Litigation settlements (recoveries), net — 1 — 1 (1) — — 2 Direct response costs - cyber event — — — 25 — — — 25 Other charges (credits) (3) — 7 7 3 2 1 1 Adjusted EBITDA from Continuing Operations $ 36 $ 16 $ 50 $ 123 $ 44 $ 31 $ 23 $ 25 CONTINUED
21 CONTINUED (Amounts are in whole dollars, shares are in thousands and margins are in %) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS(4) Weighted Average Common Shares Outstanding 155,594 155,288 154,903 158,422 153,803 157,004 161,162 161,830 Adjustments: Restricted stock and performance units / shares — — — — — — — — Adjusted Weighted Average Common Shares Outstanding 155,594 155,288 154,903 158,422 153,803 157,004 161,162 161,830 Diluted EPS from Continuing Operations $ (0.27) $ (0.46) $ (0.16) $ (1.16) $ (0.23) $ (0.27) $ (0.27) $ (0.36) Adjustments: Total non-GAAP adjustments 0.13 0.16 0.10 0.51 0.09 0.08 0.08 0.21 Income tax adjustments(3) 0.03 0.12 0.03 0.16 0.05 0.08 0.03 0.01 Adjusted Diluted EPS from Continuing Operations $ (0.11) $ (0.18) $ (0.03) $ (0.49) $ (0.09) $ (0.11) $ (0.16) $ (0.14) ADJUSTED EFFECTIVE TAX RATE FROM CONTINUING OPERATIONS Effective tax rate (12.3) % (20.8) % (18.5) % (2.3) % (23.9) % (12.0) % 2.7 % 9.7 % Adjustments: Total non-GAAP adjustments 11.7 41.3 86.6 26.8 33.3 43.7 19.2 18.4 Adjusted Effective Tax Rate from Continuing Operations(3) (0.6) % 20.5 % 68.1 % 24.5 % 9.4 % 31.7 % 21.9 % 28.1 % Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS from Continuing Operations, Adjusted Effective Tax Rate from Continuing Operations, Adjusted Operating Margin from Continuing Operations, and Adjusted EBITDA Margin from Continuing Operations
22 (Margins are in %) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 ADJUSTED OPERATING MARGIN FROM CONTINUING OPERATIONS Income (Loss) Before Income Taxes from Continuing Operations Margin (6.6) % (10.7) % (3.2) % (7.0) % (4.4) % (6.3) % (7.1) % (10.0) % Adjustments: Total non-GAAP adjustments 4.0 4.5 2.7 3.2 2.4 2.6 2.3 5.5 Interest expense 2.8 2.4 2.0 2.0 2.0 2.0 2.0 1.9 Margin for Adjusted Operating Income from Continuing Operations 0.2 % (3.8) % 1.5 % (1.8) % — % (1.7) % (2.8) % (2.6) % ADJUSTED EBITDA FROM CONTINUING OPERATIONS MARGIN EBITDA Margin from Continuing Operations 3.0 (1.3) % 5.8 % 1.9 % 4.8 % 2.6 % 1.7 % (1.5) % Total non-GAAP adjustments 3.7 4.3 2.7 3.2 2.4 2.5 2.1 5.5 Adjusted EBITDA from Continuing Operations Margin 6.7 % 3.0 % 8.5 % 5.1 % 7.2 % 5.1 % 3.8 % 4.0 % CONTINUED
23 CONTINUED (in millions) Q3 2026 Q2 2026 Q1 2026 FY 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Operating Cash Flow $ (107) $ 7 $ (8) $ (73) $ 39 $ (39) $ (15) $ (58) Cost of additions to land, buildings and equipment (5) (9) (9) (59) (15) (15) (15) (14) Proceeds from sale of land, buildings and equipment 1 — — — — — — — Cost of additions to internal use software (5) (6) (5) (22) (7) (6) (5) (4) Free Cash Flow (116) (8) (22) (154) 17 (60) (35) (76) Transaction costs 2 3 3 14 5 2 3 4 Direct response costs - cyber event payments — 1 7 17 8 7 — 2 Vendor finance lease payments (3) (4) (3) (13) (3) (3) (3) (4) Proceeds from failed sale-leaseback transactions — — — 5 — — 5 — Tax payment related to divestitures and litigation recoveries — — — 1 1 — — — Adjusted Free Cash Flow $ (117) $ (8) $ (15) $ (130) $ 28 $ (54) $ (30) $ (74) Free Cash Flow and Adj. Free Cash Flow The below footnotes correspond to the "Non-GAAP Reconciliations" slides 1. Reserved for future use. 2. Included in Depreciation and amortization on the Consolidated Statements of Income (Loss). 3. The tax impact of Adjusted Pre-tax income (loss) 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. 4. Average shares for the 2026 and 2025 calculation of adjusted diluted 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 $2 million each quarter.
24 CONTINUED ($ in millions, except ratio) September 30, 2026 December 31, 2025 Long-term debt $ 709 $ 665 Current portion of long-term debt 191 22 Total GAAP debt 900 687 less cash and cash equivalents 292 233 less estimated proceeds from divestitures at closing 180 180 Adjusted Net Debt $ 428 $ 274 Adjusted EBITDA from Continuing Operations for the three months ended September 30, 2026 $ 36 June 30, 2026 16 March 31, 2026 50 December 31, 2025 44 $ 44 September 30, 2025 31 June 30, 2025 23 March 31, 2025 25 Trailing 12 months Adjusted EBITDA from Continuing Operations ("TTM AEBITDA") $ 146 $ 123 Adjusted Net Leverage Ratio (Adjusted Net Debt divided by TTM AEBITDA) 2.9 2.2 (1) Refer to Appendix for complete Non-GAAP reconciliations of Adjusted Free Cash Flow. (2) Capex refers to additions to Land, Buildings & Equipment, Internal Use Software, Product Software Additions and Software as a Service Implementation Cost. (3) Adjusted Net debt (Total Debt, including finance leases and other as well as deferred financing costs; less unrestricted cash and assumed proceeds from divestitures at closing) divided by TTM Adjusted EBITDA (from continuing operations). See reconciliation below. (4) Total Cash includes $3M and $10M of restricted cash as of September 30, 2026 and December 31, 2025, respectively. (5) Total Debt as of September 30, 2026 and December 31, 2025 include Senior Notes and outstanding revolver balance. (6) As of September 30, 2026 , $327M was outstanding under the Revolving Credit Facility, which bore interest at SOFR + 175 to 300 bps. Remaining unused capacity was $3M under the Revolving Credit Facility and $4M under the Performance Letter of Credit Facility. On October 23, 2026, the Company completed the refinancing of its existing $357M senior secured revolving credit facilities, extending maturities to May 31, 2029 and adding $90M of commitments, consisting of $75M of new first-out revolving commitments and a new $15M backstop performance letter of credit facility. (7) Debt maturity amounts reflect only Senior Notes due 2029 and exclude all other debt instruments, finance leases, and potential mandatory prepayments. (8) Current portion of debt reflects the current maturities due in the next twelve months. The below footnotes correspond to the "Q3 2026 Cash Flow and Balance Sheet" slide Reconciliation of Adjusted Net Debt and Adjusted Net Leverage Ratio
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