Earnings/Financial - Conduent

Conduent Completes $447 Million Refinancing, Advancing Deleveraging and De-Risking

Fri, 23 Oct 2026 12:45:00 GMT

Transaction extends revolving credit maturities to May 2029, adds $90 million in commitments, including a $15 million letter of credit facility — and bolsters Conduent’s financial foundation to execute ASCEND 2026–28

Conduent Incorporated (Nasdaq: CNDT) (“Conduent” or the “Company”), a global technology-enabled operating partner, today announced the successful closing of a comprehensive $447 million refinancing transaction. The transaction extends the Company’s $357 million revolving credit facility through May 2029 and adds $90 million in additional commitments from its existing bank lenders, including a $15 million letter of credit facility, reflecting confidence in the Company’s strategy. Together with the Company’s recent and announced divestitures, including the use of proceeds to repay debt, these actions advance Conduent’s strategy to delever and de-risk its business and create greater flexibility to execute ASCEND 2026–28, the Company’s strategic plan outlined at its recent Investor Day.

The transaction establishes new revolving credit facilities with a group of existing bank lenders and rolls certain commitments under the existing revolver into the new facilities, extending maturities from October 2026 and May 2028 to May 2029.

The transaction builds on Conduent’s recently completed sale of its Public Transit business and the announced sale of its Tolling business. Together, these portfolio actions and the refinancing are expected to reduce the Company’s surety bond and letter-of-credit portfolio by approximately $550 million upon completion of the announced Tolling sale, significantly reducing financial encumbrances and releasing capital currently supporting those instruments.

With maturities extended to 2029, Conduent can continue investing in its core businesses and executing ASCEND 2026–28, the Company’s plan to accelerate profitable growth by standardizing its operations, specializing in the core solutions where it can lead and win, and scaling its go-to-market capabilities. The Company’s government and commercial programs, which millions of people rely on every day, continue without interruption.

“Deleveraging and de-risking are important priorities as we advance ASCEND 2026–28. We’ve extended our maturities, secured additional commitments from our banking partners and used divestiture proceeds to repay debt. Together with a meaningful reduction in our surety bond and letter-of-credit requirements, these actions strengthen our financial foundation and give us greater flexibility to invest in our core businesses and execute our strategy. They also support our mission to be the premier AI-led and technology-enabled business process partner for Government and Commercial clients, helping them modernize operations, enhance customer and constituent experiences, and achieve measurable business outcomes. Our banking partners’ commitment of new capital reflects their confidence in our strategy and our ability to execute ASCEND 2026–28,” said Harsha V. Agadi, Conduent President and Chief Executive Officer.

Lazard served as strategic advisor to Conduent.

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. Learn more at www.conduent.com.

Forward-Looking Statements
This press release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, as amended. 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," 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 include, but may not be limited to, statements regarding the Company’s Public Transit and Tolling business sales and our ability to meet the requirements and obligations under the new revolving credit facilities entered into in connection with the Transaction. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: our significant indebtedness and the terms of such indebtedness; our ability to refinance, extend or replace our indebtedness on acceptable terms or at all; our failure to obtain or maintain a satisfactory credit rating and financial performance; and other factors that are set forth in the "Risk Factors" and other sections of our Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this press 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.

Note: To receive RSS news feeds, visit www.news.conduent.com . For open commentary, industry perspectives and views, visit https://x.com/Conduent , http://www.linkedin.com/company/Conduent or http://www.facebook.com/Conduent .

Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

Media Contact:
Remy Kaul, Conduent, remy.kaul@conduent.com

Investor Relations Contact:
Nick Goel, Conduent, ir@conduent.com

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Building the New Conduent

Tue, 13 Oct 2026 13:31:00 GMT

Recently, we gathered in New York with investors, clients, partners and colleagues for an important milestone in Conduent’s transformation. Investor Day gave us the opportunity to share where we are today, the choices we have made to strengthen our company and, most importantly, where we are headed.

For me, the message was straightforward: the new Conduent is taking shape, and now it is time to execute.

When I joined Conduent’s Board in 2025 and later became CEO, one thing became clear very quickly: this company has a remarkably strong foundation. We have long-standing relationships with many of the world’s leading companies and government agencies, deep expertise in mission-critical operations and a global team that understands how to solve complex problems at scale. Our top 20 clients, for example, have been with us for an average of more than 20 years.

We also have tremendous scale and impact. We serve 46 U.S. states, work with 31 of the Fortune 100 and manage billions of customer interactions, claims and documents every year. Those capabilities and relationships are valuable assets. But a strong foundation alone is not enough.

What matters is what we build on it.

That is the purpose of ASCEND 2026–28.

Over the past several months, we have taken decisive steps to simplify and strengthen Conduent. We are concentrating on the markets where we have the greatest opportunity to differentiate and win, strengthening our leadership team, sharpening our commercial approach and creating greater accountability throughout the organization.

Our approach is simple: standardize, specialize and scale.

Standardization creates consistency and efficiency. Specialization allows us to concentrate our expertise where we can create the greatest value. And scale allows us to take solutions that work and bring them to more clients and more markets.

We are increasingly focused on three areas where we believe Conduent has significant expertise and opportunity: health care operations, financial operations and enterprise operations — across both our Government and Commercial businesses. This focus allows us to bring together our domain expertise, technology and operational capabilities to solve larger, more complex problems for our clients.

At the same time, we are changing how we operate.

A successful transformation requires more than a strategy on a slide. It requires decisions to be made faster, resources to be deployed with discipline and people to be accountable for results. I have led turnarounds across multiple industries, and one lesson has remained consistent: turnarounds are not an art. They are a science. They are repeatable when you have the right priorities, disciplined execution and accountability.

That is the culture we are building at Conduent.

Technology — and particularly AI — will be an important part of that transformation. But I don't believe AI should be viewed as a standalone initiative. Its real value comes from combining technology and data with the deep domain expertise and human judgment that our people bring to the work every day.

We are already applying AI across our client solutions and our own operations. The opportunity ahead is to scale those capabilities, improve how we work and deliver better outcomes for the people and organizations we serve.

The market opportunity is significant. Organizations across industries and government are looking for partners that can help them modernize operations, manage complexity, improve experiences and deliver measurable results. They increasingly want end-to-end solutions rather than individual capabilities, and they expect technology and AI to translate into practical business outcomes.

That plays directly to Conduent’s strengths.

But our opportunity will not be measured by the size of our addressable market or the quality of our strategy. It will be measured by what we deliver.

That is why the most important message from Investor Day was not simply where Conduent is going. It was that the journey is already underway.

We have made choices to simplify our portfolio. We have strengthened our leadership team. We are rebuilding our commercial engine, investing in technology and AI, improving our operating model and maintaining a relentless focus on financial discipline. And we are doing it with a clear objective: create greater value for our clients, our employees, our shareholders and the communities we serve.

This is a new Conduent.

We have the foundation. We have a clearer strategy. We have the people and capabilities to execute it.

Now it is time to deliver.

I am confident in what this team can achieve and look forward to sharing the results as we build Conduent’s next chapter.

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Conduent Outlines Three-Year Path to Consistent Growth and Profitable Performance at Investor Day

Wed, 30 Sep 2026 11:45:00 GMT

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Company outlines focused strategy to simplify operations, leverage AI and scale growth across Government and Commercial markets

Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, today outlined its strategy and three-year path to consistent growth and profitable performance at its Investor Day in New York City.

Led by President and CEO Harsha V. Agadi, Conduent outlined its ASCEND 2026-28 framework, which is designed to accelerate profitable growth through three strategic priorities: Standardize operations and infrastructure, Specialize in core solutions where Conduent can lead and win, and Scale its go-to-market capabilities around priority industries and opportunities.

“We have taken decisive steps to strengthen and simplify Conduent, and we now have a clear strategy for the next phase of growth. We are focused on executing with discipline, leveraging AI and our differentiated capabilities to deepen client relationships, expand in our core markets and deliver greater value for our clients and shareholders,” said Harsha V. Agadi, President and CEO, Conduent.

At Investor Day, Agadi highlighted several areas of focus for the next phase of Conduent’s transformation:

A more focused portfolio: Announced portfolio actions are simplifying the company and concentrating resources on markets where Conduent has the capabilities and scale to compete and grow.
AI-led innovation: Conduent is embedding AI, automation and analytics more deeply across its solutions to improve client outcomes, increase differentiation and create new opportunities for growth.
Greater operational efficiency: ASCEND calls for greater standardization of operations and technology infrastructure, increased use of shared services and stronger performance management and analytics.
A sharper go-to-market approach: Conduent plans to align sales resources around priority industries and opportunities, expand within its existing client base and pursue targeted new-logo growth.
Disciplined execution: With the foundational reset underway, the company is shifting its focus toward execution, accountability and measurable results.

Conduent's strategy is centered on its Government and Commercial businesses, with particular focus on healthcare and financial operations, where the company has longstanding client relationships, domain expertise and proprietary technology capabilities. The company operates across 22 countries with more than 100 delivery locations.

Additional information regarding Conduent’s strategy and three-year outlook is available in the Company’s Form 8-K furnished today with the U.S. Securities and Exchange Commission and the Investor Day presentation available on the Company’s Investor Relations website.

Investor Day Webcast
Conduent's Investor Day will begin at 8:25 a.m. ET today and will be accessible to the public via webcast. The event will feature presentations from Agadi and members of Conduent's senior leadership team, followed by a question-and-answer session. The webcast and accompanying presentation materials will be available on Conduent's Investor Relations website.

Forward-looking statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, and is made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as anticipate, believe, estimate, expect, intend, plan, project, target, will and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words. These statements include, among others, statements regarding the Company's ASCEND 2026-28 framework and strategic priorities; expected revenue, revenue growth and revenue mix; expected profitability, margin and cash flow; identified cost reduction initiatives and the amount, timing and realization of related savings; the expected completion, timing and proceeds of the announced divestitures of the Transit and Tolling businesses; the Company's capital structure and expected leverage reduction; and the Company's artificial intelligence strategy, deployments and anticipated client outcomes.

Forward-looking statements are not guarantees of future performance. They are based on management's current expectations and assumptions, are subject to known and unknown risks and uncertainties, many of which are outside the Company's control, and actual results may differ materially. Factors that could cause actual results to differ materially include, among others, the Company's ability to execute the ASCEND 2026-28 plan and realize expected cost savings on the anticipated timeline or at all; the Company's ability to retain and renew client contracts and win new business, and the timing of conversion of contract value into revenue; risks relating to the completion of the announced divestitures, including the satisfaction of closing conditions and receipt of required consents; the Company's level of indebtedness and its ability to refinance, extend or replace its indebtedness, including its revolving credit facility and receivables facilities, on acceptable terms or at all; reliance on government clients and exposure to government budgets and procurement practices; information security and data privacy risks; legal and regulatory proceedings; the Company's ability to develop and deploy artificial intelligence and achieve the anticipated benefits; and the other factors described under Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, available at investor.conduent.com and www.sec.gov .

Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:
Remy Kaul, Conduent, media@conduent.com

Investor Relations Contact:
Nick Goel, Conduent, ir@conduent.com

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Conduent to Host Investor Day on September 30, 2026

Thu, 24 Sep 2026 12:50:00 GMT

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Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, today announced that it will host an Investor Day on Wednesday, September 30, 2026, from 8:25 a.m. ET – 12:30 p.m. ET at The Pierre Hotel in New York City.

Harsha V. Agadi, President and Chief Executive Officer, and members of Conduent’s executive leadership team will provide an overview of the company’s long-term strategy, portfolio priorities and growth opportunities across its markets, followed by a question-and-answer session.

The Investor Day live webcast will be open to the public and will be available at investor.conduent.com . The presentation slides will be posted at investor.conduent.com when the presentation begins, and a replay will be available on the site for 90 days following the event.

The Company may discuss material information at the Investor Day. Presentation materials will be furnished on a Form 8-K and will be available on the site.

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. Learn more at www.conduent.com .

Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including statements regarding the Company's Investor Day and the long-term strategy, portfolio priorities and growth opportunities to be discussed there. These statements are not guarantees of future performance. They are based on management's current expectations and assumptions and are subject to known and unknown risks and uncertainties, many of which are outside the Company's control, that could cause actual results to differ materially from those expressed or implied, including the factors described under Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, which are available at investor.conduent.com and www.sec.gov . Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:
Remy Kaul, Conduent, media@conduent.com

Investor Relations Contact:
Nick Goel, Conduent, ir@conduent.com

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Conduent Reports Second Quarter 2026 Results and Advances Transformation Priorities

Mon, 10 Aug 2026 12:01:00 GMT

Key Q2 2026 Highlights

Signed divestitures expected to generate $234M in gross proceeds
Revenue: $531M from Continuing Operations
Pre-tax Income (Loss) from Continuing Operations: $(57)M
Adj. EBITDA from Continuing Operations⁽¹⁾: $16M
Adj. EBITDA Margin from Continuing Operations⁽¹⁾: 3.0%
New Business Signings ACV from Continuing Operations⁽²⁾: $99M

FLORHAM PARK, N.J., Aug. 10, 2026 -- Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business process solutions and services company, today announced its second quarter 2026 financial results.

Harsha V. Agadi, Chief Executive Officer, stated: “Six months into our transformation, we are making significant progress against the priorities we established at the beginning of the year. We are simplifying the organization, strengthening financial discipline and taking structural costs out of the business, while making good progress against our approximately $100 million annualized cost-savings program.
We also took significant steps this quarter to reshape our portfolio and sharpen our focus on the markets where we believe Conduent is best positioned to compete and grow. The announced sales of our Transit and Tolling businesses are expected to generate approximately $234 million in gross proceeds, plus a 7% equity interest in the Tolling buyer, exceeding the commitment we made in the first quarter to generate at least $200 million through portfolio actions. We intend to use the majority of these proceeds to reduce debt and further strengthen our balance sheet."

“At the same time, we are seeing encouraging momentum in our go-to-market execution. Our qualified new business pipeline continues to grow, supported by new wins and expansions across both Commercial and Government. We are also investing in our go-forward portfolio and differentiated technology capabilities, including AI, to help clients modernize complex, mission-critical operations and position Conduent to capture opportunities in the large and growing markets we serve."

“While our second-quarter financial results do not yet reflect the full impact of the actions underway, we are building a simpler, more focused and higher-performing Conduent. We remain focused on disciplined execution, converting our pipeline into profitable growth, and building a stronger cost structure. I am confident that the actions we are taking today position us to improve financial performance and create sustainable, long-term value for our clients and shareholders.”

Key Financial Q2 2026 Results

($ in millions, except margin and per share data)	Q2 2026	Q2 2025	Current Quarter Y/Y B/(W)
Revenue	$531	$603	(11.9)%
GAAP Net Income (Loss)	$(116)	$(40)	(190.0)%
Adjusted EBITDA from Continuing Operations⁽¹⁾	$16	$23	(30.4)%
Adjusted EBITDA Margin from Continuing Operations⁽¹⁾	3.0%	3.8%	-80 bps
GAAP Income (Loss) Before Income Tax from Continuing Operations	$(57)	$(43)	(32.6)%
GAAP Diluted EPS from Continuing Operations	$(0.46)	$(0.27)	$(0.19)
Adjusted Diluted EPS from Continuing Operations⁽¹⁾	$(0.18)	$(0.16)	$(0.02)
Cash Flow from Operating Activities	$7	$(15)	146.7%
Adjusted Free Cash Flow⁽¹⁾	$(8)	$(30)	73.3%

Performance Commentary
Cash flow from operating activities improved by $22 million year‑over‑year, primarily due to favorable working capital results, which included, among other things, the effects of the realization of some of our long-term projects in the Government and former Transportation segments.

Q2 2026 pre-tax income (loss) from continuing operations was $(57) million versus $(43) million in the prior year period. This unfavorable variance was primarily caused by higher restructuring-related costs in the current year related to our transformation plan.

Q2 2026 Adjusted EBITDA of $16 million and Adjusted EBITDA margin of 3.0% decreased, respectively, versus the prior year, due to lower profitability in our Government segment.

Key Achievements and Industry Accolades

Portfolio Optimization & Strategic Transformation

Entered into agreements to sell the Public Transit business to Modaxo for $164 million and the Tolling business to Quarterhill Inc. for $70 million, plus a 7% equity interest in Quarterhill, further simplifying Conduent's portfolio, strengthening financial flexibility and increasing focus on core growth opportunities.

Business Execution & Contract Wins

Signed a pension risk transfer administration engagement with Securian, expanding Conduent's retirement administration capabilities.
Selected by Trillium Health Resources to deploy the Health Services Plus platform for claims processing, provider data management, and member services.
Implemented a modernized Medicaid platform for the State of New Mexico, replacing a 24-year-old legacy system and supporting approximately 900,000 Medicaid members.
Awarded a multi-year contract renewal by the Commonwealth of Virginia to continue operating and modernizing its Medicaid platform, serving approximately 1.6 million members.
Expanded the EBT EMV implementation following the Alabama rollout, with four states expected to be live with chip-enabled EBT cards by year-end 2026, helping strengthen payment security and protect beneficiaries from card fraud.

Innovation & Technology Investment

Introduced an AI-powered next-generation Customer Experience platform featuring real-time translation, AI-assisted training, and voice enhancement capabilities to improve customer experiences and agent performance.
Investing in next-generation Medicaid technology to modernize provider enrollment and management, with the first client implementation planned for a U.S. state, expanding Conduent's Government Healthcare capabilities and supporting continued modernization of state Medicaid programs.

Leadership & Governance

Appointed Adam Demuyakor to the Board of Directors, adding expertise in artificial intelligence, digital transformation, innovation and enterprise technology.

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, Adjusted EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow.
⁽²⁾	Refer to the Appendix for definition.
⁽³⁾	Refer to the Appendix for additional information regarding non-GAAP outlook.

Conference Call
Management will present the results during a conference call and webcast on August 10, 2026 at 9:00 a.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 877-407-4019 toll-free. If requested, the conference ID for this call is 13761624.

The international dial-in is 1-201-689-8337. The international conference ID is also 13761624.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13761624.

The telephone recording will be available until Aug 24, 2026.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 46,000⁽¹⁾ associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.

⁽¹⁾ Approximately 46,000 employees globally, including approximately 3,500 within the Transportation business.

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.

Forward-Looking Statements

This press release, any exhibits or attachments to this release, and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "expectations," "in front of us," "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "looking to continue," “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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general and market and economic conditions; and our projected financial performance, including all statements made under the section captioned “FY 2026 Outlook” within this release. Unless otherwise noted, the discussion of our results is on a continuing operations basis and does not include discontinued operations. These statements are based on our beliefs and reflect our current views with respect to future events using currently available information and are subject to certain risks, uncertainties and assumptions, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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) Public Transit business and (ii) Tolling business, including but not limited to our ability to realize the benefits anticipated from such transactions, as well as unexpected costs, liabilities or delays associated with such transactions; competitive restrictions applicable to the Company and its affiliates under the definitive transaction agreements; 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; 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 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 Conduent’s 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 Conduent’s reputation, and Conduent’s 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; 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 2025 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share data)		2026			2025			2026			2025
Revenue	$	531		$	603		$	1,118		$	1,221

Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)		435			489			897			995
Selling, general and administrative (excluding depreciation and amortization)		80			90			158			201
Research and development (excluding depreciation and amortization)		—			1			1			2
Depreciation and amortization		37			41			78			82
Restructuring and related costs		20			8			28			12
Interest expense		13			12			25			24
(Gain) loss on divestitures and transaction costs, net		2			4			3			6
Litigation settlements (recoveries), net		1			—			1			2
Other (income) expenses, net		—			1			3			2
Total Operating Costs and Expenses		588			646			1,194			1,326
Income (Loss) Before Income Taxes from Continuing Operations		(57	)		(43	)		(76	)		(105	)
Income tax expense (benefit) from continuing operations		12			(1	)		15			(7	)
Net Income (Loss) from Continuing Operations	$	(69	)	$	(42	)	$	(91	)	$	(98	)
Income (Loss) from Discontinued Operations, Net of Tax	$	(47	)	$	2		$	(58	)	$	7
Net Income (Loss)	$	(116	)	$	(40	)	$	(149	)	$	(91	)

Net Income (Loss) per Share:
Basic:
Continuing operations	$	(0.46	)	$	(0.27	)	$	(0.62	)	$	(0.63	)
Discontinued operations		(0.30	)		0.01			(0.37	)		0.04
Basic net income (loss) per share	$	(0.76	)	$	(0.26	)	$	(0.99	)	$	(0.59	)

Diluted:
Continuing operations	$	(0.46	)	$	(0.27	)	$	(0.62	)	$	(0.63	)
Discontinued operations		(0.30	)		0.01			(0.37	)		0.04
Diluted net income (loss) per share	$	(0.76	)	$	(0.26	)	$	(0.99	)	$	(0.59	)

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2026			2025			2026			2025
Net Income (Loss)	$	(116	)	$	(40	)	$	(149	)	$	(91	)
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		2			24			(5	)		33
Unrecognized gains (losses), net		1			—			(1	)		2
Other Comprehensive Income (Loss), Net		3			24			(6	)		35

Comprehensive Income (Loss), Net	$	(113	)	$	(16	)	$	(155	)	$	(56	)

(1)	All amounts are net of tax. Tax effects were immaterial.

CONDUENT INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands)	June 30, 2026			December 31, 2025
Assets
Cash and cash equivalents	$	228		$	233
Accounts receivable, net		337			341
Contract assets		10			53
Other current assets		136			125
Assets of discontinued operations held for sale		386			452
Total current assets		1,097			1,204
Land, buildings and equipment, net		152			167
Operating lease right-of-use assets		110			112
Deferred contract costs, net		72			74
Goodwill		614			617
Other long-term assets		200			223
Total Assets	$	2,245		$	2,397
Liabilities and Equity
Current portion of long-term debt	$	21		$	22
Accounts payable		95			108
Accrued compensation and benefits costs		127			136
Contract liabilities		46			44
Other current liabilities		212			201
Liabilities of discontinued operations held for sale		206			217
Total current liabilities		707			728
Long-term debt		697			665
Deferred taxes		16			19
Operating lease liabilities		83			83
Other long-term liabilities		74			75
Total Liabilities		1,577			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)		(2,767	)		(2,613	)
Accumulated other comprehensive loss		(443	)		(437	)
Total Equity		526			685
Total Liabilities and Equity	$	2,245		$	2,397

Shares of common stock issued and outstanding		155,521			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

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2026			2025			2026			2025
Cash Flows from Operating Activities:
Net income (loss)	$	(116	)	$	(40	)	$	(149	)	$	(91	)
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		43			48			90			96
Contract inducement amortization		—			1			1			1
Deferred income taxes		2			1			—			(7	)
Amortization of debt financing costs		1			1			1			1
(Gain) loss on divestitures and sales of fixed assets, net		30			2			30			2
Stock-based compensation		2			5			2			8
Changes in operating assets and liabilities		48			(23	)		22			(71	)
Net change in income tax assets and liabilities		(3	)		(10	)		2			(12	)
Net cash provided by (used in) operating activities		7			(15	)		(1	)		(73	)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(9	)		(15	)		(18	)		(29	)
Cost of additions to internal use software		(6	)		(5	)		(11	)		(9	)
Proceeds from divestitures		3			52			3			53
Net cash provided by (used in) investing activities		(12	)		32			(26	)		15
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		—			75			60			125
Proceeds from the issuance of debt, net		—			4			—			4
Payments of revolving credit facility		—			(75	)		(25	)		(125	)
Payments of debt		(5	)		(7	)		(10	)		(15	)
Treasury stock purchases		—			(7	)		—			(7	)
Excise tax payment on treasury stock purchases		—			(2	)		—			(2	)
Dividends paid on preferred stock		(2	)		(3	)		(2	)		(5	)
(Repurchase of) contribution from noncontrolling interest		—			(5	)		—			(5	)
Net cash provided by (used in) financing activities		(7	)		(20	)		23			(30	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1			4			1			5
Increase (decrease) in cash, cash equivalents and restricted cash		(11	)		1			(3	)		(83	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		251			293			243			377
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	240		$	294		$	240		$	294

___________

(1)	Includes $12 million and $19 million restricted cash as of June 30, 2026 and 2025, respectively, that were included in Other current assets on the respective Consolidated Balance Sheets.

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 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 pending sales of our Public Transit and Tolling businesses. These two pending 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.

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.

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.

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.

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.

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 litigation insurance recoveries, transaction costs, taxes paid on gains from divestitures and litigation recoveries, 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, 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 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.

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 June 30,						Six Months Ended June 30,
(in millions)		2026			2025			2026			2025
REVENUE AT CONSTANT CURRENCY
Revenue	$	531		$	603		$	1,118		$	1,221
Foreign currency impact		(1	)		(1	)		(5	)		1
Revenue at Constant Currency	$	530		$	602		$	1,113		$	1,222

Adjusted Net Income (Loss) from Continuing Operations calculated from Net Income (Loss) from Continuing Operations
Net Income (Loss) from Continuing Operations	$	(69	)	$	(42	)	$	(91	)	$	(98	)
Adjustments:
Amortization of acquired intangible assets⁽²⁾		1			1			1			1
Restructuring and related costs		20			8			28			12
(Gain) loss on divestitures and transaction costs, net		2			4			3			6
Litigation settlements (recoveries), net		1			—			1			2
Direct response costs - cyber event		—			—			—			25
Other charges (credits)		—			1			7			2
Total Non-GAAP Adjustments		24			14			40			48
Income tax adjustments⁽³⁾		19			5			24			7
Adjusted Net Income (Loss) from Continuing Operations	$	(26	)	$	(23	)	$	(27	)	$	(43	)


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	$	(57	)	$	(43	)	$	(76	)	$	(105	)
Adjustments:
Total Non-GAAP Adjustments		24			14			40			48
Adjusted PBT from Continuing Operations	$	(33	)	$	(29	)	$	(36	)	$	(57	)
Adjustments:
Income tax expense (benefit) from continuing operations	$	12		$	(1	)	$	15		$	(7	)
Income tax adjustments⁽³⁾		(19	)		(5	)		(24	)		(7	)
Adjusted Income Tax Expense (Benefit) from Continuing Operations		(7	)		(6	)		(9	)		(14	)
Adjusted Net Income (Loss) from Continuing Operations	$	(26	)	$	(23	)	$	(27	)	$	(43	)

CONTINUED	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2026			2025			2026			2025
Adjusted Operating Income (Loss) from Continuing Operations
Income (Loss) Before Income Taxes from Continuing Operations	$	(57	)	$	(43	)	$	(76	)	$	(105	)
Adjustments:
Total non-GAAP adjustments		24			14			40			48
Interest expense		13			12			25			24
Adjusted Operating Income (Loss) from Continuing Operations	$	(20	)	$	(17	)	$	(11	)	$	(33	)

ADJUSTED EBITDA FROM CONTINUING OPERATIONS
Net Income (Loss) from Continuing Operations	$	(69	)	$	(42	)	$	(91	)	$	(98	)
Income tax expense (benefit) from continuing operations		12			(1	)		15			(7	)
Depreciation and amortization		37			41			78			82
Interest expense		13			12			25			24
EBITDA FROM CONTINUING OPERATIONS		(7	)		10			27			1
Adjustments:
Restructuring and related costs		20			8			28			12
(Gain) loss on divestitures and transaction costs, net		2			4			3			6
Litigation settlements (recoveries), net		1			—			1			2
Direct response costs - cyber event		—			—			—			25
Other charges (credits)		—			1			7			2
Adjusted EBITDA from Continuing Operations	$	16		$	23		$	66		$	48

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 June 30,						Six Months Ended June 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		155,288			161,162			155,095			161,448
Adjustments:
Restricted stock and performance units / shares		—			—			—			—
Adjusted Weighted Average Common Shares Outstanding		155,288			161,162			155,095			161,448

Diluted EPS from Continuing Operations	$	(0.46	)	$	(0.27	)	$	(0.62	)	$	(0.63	)
Adjustments:
Total non-GAAP adjustments		0.16			0.08			0.26			0.29
Income tax adjustments⁽³⁾		0.12			0.03			0.15			0.04
Adjusted Diluted EPS from Continuing Operations	$	(0.18	)	$	(0.16	)	$	(0.21	)	$	(0.30	)

ADJUSTED EFFECTIVE TAX RATE FROM CONTINUING OPERATIONS
Effective tax rate	(20.8)%				2.7	%	(20.2)%				6.8	%
Adjustments:
Total non-GAAP adjustments		41.3	%		19.2	%		44.2	%		18.1	%
Adjusted Effective Tax Rate from Continuing Operations⁽³⁾		20.5	%		21.9	%		24.0	%		24.9	%

ADJUSTED OPERATING MARGIN FROM CONTINUING OPERATIONS
Income (Loss) Before Income Taxes from Continuing Operations Margin	(10.7)%			(7.1)%			(6.8)%			(8.6)%
Adjustments:
Total non-GAAP adjustments		4.5	%		2.3	%		3.6	%		3.9	%
Interest expense		2.4	%		2.0	%		2.2	%		2.0	%
Margin for Adjusted Operating Income from Continuing Operations	(3.8)%			(2.8)%			(1.0)%			(2.7)%

ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS
EBITDA Margin from Continuing Operations	(1.3)%		1.7	%	2.4	%	0.1	%
Total non-GAAP adjustments	4.3	%	2.1	%	3.5	%	3.8	%
Adjusted EBITDA from Continuing Operations Margin	3.0	%	3.8	%	5.9	%	3.9	%

Free Cash Flow and Adjusted Free Cash Flow Reconciliation:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2026			2025			2026			2025
Operating Cash Flow	$	7		$	(15	)	$	(1	)	$	(73	)
Cost of additions to land, buildings and equipment		(9	)		(15	)		(18	)		(29	)
Cost of additions to internal use software		(6	)		(5	)		(11	)		(9	)
Free Cash Flow	$	(8	)	$	(35	)	$	(30	)	$	(111	)
Free Cash Flow	$	(8	)	$	(35	)	$	(30	)	$	(111	)
Transaction costs		3			3			6			7
Direct response costs - cyber event payments		1			—			8			2
Vendor finance lease payments		(4	)		(3	)		(7	)		(7	)
Adjusted Free Cash Flow	$	(8	)	$	(30	)	$	(23	)	$	(104	)

__________

(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 $3 million each quarter.

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Conduent to Report Second-Quarter 2026 Financial Results on August 10, 2026

Tue, 28 Jul 2026 12:00:00 GMT

Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, plans to report its second-quarter 2026 financial results on Monday, Aug. 10, 2026 before market open. Management will present the results during a conference call and webcast at 9:00 a.m. ET.

The call will be available by live audiocast along with the news release and online presentation slides at https://investor.conduent.com .

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID is 13761624.

The international dial-in is +1 201-689-8337. The international conference ID is also 13761624.

A recording of the conference call will be available by calling 877-660-6853 after the conference call concludes. The access ID for the recording is 13761624.

The call recording will be available until Aug. 24, 2026.

We look forward to your participation.

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 48,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com .

Trademarks

Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

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Conduent Reports Significantly Improved First Quarter 2026 Financial Results

Mon, 11 May 2026 20:01:00 GMT

Key Q1 2026 Highlights

Revenue: $723M, down 3.7%. Growth in Government and Transportation segments
Pre-tax Income (Loss): $(27)M, improved by $29M year-over-year
Adj. EBITDA⁽¹⁾: $49M, improved by $12M year-over-year
Adj. EBITDA Margin⁽¹⁾: 6.8%, improved by 190 bps year-over-year
Cash flow from operating activities: $(8)M, improved by $50M year-over-year
New Business Signings ACV⁽²⁾: $114M, improved by $5M year-over-year

FLORHAM PARK, N.J., May 11, 2026 -- Conduent Incorporated (Nasdaq: CNDT), a global technology driven business process solutions and services company, today announced its first quarter 2026 financial results.

Harsha V. Agadi, Chief Executive Officer, stated, “Q1 2026 marked the start of a rapid and sustainable transformation at Conduent. In the quarter we started to develop a comprehensive cost reduction and technology optimization strategy. In addition, we enhanced our go-to-market approach, all while driving an improvement in our operating model, achieving EBITDA margins of 6.8% for the quarter, and generated a significant year‑over‑year improvement in adjusted free cash flow. Looking ahead to 2027, we see a clear path to positive adjusted free cash flow and continued improvement in adjusted EBITDA.”

“We also took decisive steps to strengthen execution. In April, I streamlined leadership of our Commercial organization to sharpen accountability and accelerate decision‑making, aligning client relationships and sales execution under a simplified reporting structure that reports directly to me.”

“Portfolio optimization remains a critical pillar of our turnaround. I am extremely confident we will be able to reduce complexity, improve operating performance and continue to strengthen our balance sheet as we use proceeds to reduce debt.”

Agadi continued, “Our priorities are clear: accelerating execution, enforcing financial discipline, reducing our cost structure, optimizing the portfolio, converting pipeline into growth, and simplifying the organization. In Q1, we made meaningful, sustainable progress across each of these priorities, and we are building momentum as we move forward.”

Key Financial Q1 2026 Results

($ in millions, except margin and per share data)	Q1 2026	Q1 2025	Current Quarter Y/Y B/(W)
Revenue	$723	$751	(3.7)%
GAAP Net Income (Loss)	$(33)	$(51)	35.3%
Adjusted EBITDA⁽¹⁾	$49	$37	32.4%
Adjusted EBITDA Margin⁽¹⁾	6.8%	4.9%	190 bps
GAAP Income (Loss) Before Income Tax	$(27)	$(56)	51.8%
GAAP Diluted EPS	$(0.23)	$(0.33)	$0.10
Adjusted Diluted EPS⁽¹⁾	$(0.07)	$(0.13)	$0.06
Cash Flow from Operating Activities	$(8)	$(58)	86.2%
Adjusted Free Cash Flow⁽¹⁾	$(15)	$(74)	79.7%

Performance Commentary
At the end of the first quarter of 2026, Conduent maintained a cash balance of $228 million along with $190 million of unused capacity under its credit facility.

Q1 2026 pre-tax income (loss) was $(27) million versus $(56) million in the prior year period. This improvement was primarily caused by the absence of the discrete event-related costs from the prior year.

Q1 2026 Adjusted EBITDA of $49 million and Adjusted EBITDA margin of 6.8% increased, respectively, versus the prior year.

Revenue benefited from continued strength in Government and Transportation, with Government up approximately $10 million and Transportation up approximately $3 million year‑over‑year, reflecting solid demand and execution across both segments.

Cash flow from operating activities increased by $50 million year‑over‑year, reflecting a clear improvement from the prior year period.

Sales momentum continued to strengthen, with New Business ACV of $114 million for the quarter and the qualified pipeline expanding to approximately $3.5 billion, up from $3.2 billion in the prior year period, reinforcing improved growth visibility.

Key Achievements and Industry Accolades

Business Execution & Contract Wins

Medicaid Enterprise Systems and Fiscal Agent Services renewal for up to 14 years, expanding a multi-decade partnership to modernize claims processing, finance, and customer operations
5-year Centralized Collections Processing Unit renewal for a state child support program, extending a 25+ year relationship and digital payment capabilities
Expanded relationships with 20–25+ year healthcare clients, including new geographies and additional lines of business across customer experience, payment integrity, and analytics

Industry Recognition & Market Positioning

Named a Leader in the 2026 Healthcare Payer Agility & Innovation NEAT Evaluation by NelsonHall, reflecting ability to deliver near-term value while supporting payer transformation
Named a Leader in the 2026 Healthcare Payer Intelligent Operations PEAK Matrix® Assessment by Everest Group, highlighting AI, automation, and platform-led capabilities
Named to the 2026 GovTech 100 list by Government Technology magazine and GovTech.com for the fifth consecutive year, recognizing leadership in improving digital government services

Thought Leadership & Ecosystem Partnerships

Co-authored "Humanizing Human Resources: The 2026 State of Experience in the New World of Work" with Mercer, showing that employees who feel valued and recognized drive higher satisfaction, engagement, and retention
Published findings from Conduent’s 2026 "Blueprint for Smarter Health" survey, highlighting employer challenges in balancing rising benefits costs with employee expectations, and the role of AI in addressing both concerns

Operational Excellence & Delivery

Customer Experience team in the Philippines received the Trailblazer Award from a leading telecommunications provider, recognizing proactive, data-driven customer engagement through social listening and outreach

FY 2026 and 2027 Outlook⁽³⁾

	FY 2026 Outlook⁽³⁾	FY 2027 Outlook⁽³⁾

Revenue	$2,800M - $2,900M	Flat to positive

Adj. EBITDA⁽¹⁾	$160M - $190M	$190M - $220M

⁽¹⁾	Refer to Appendix for definition and complete non-GAAP reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow.
⁽²⁾	Refer to Appendix for definition
⁽³⁾	Refer to Appendix for additional information regarding non-GAAP outlook.

Conference Call
Management will present the results during a conference call and webcast on May 11, 2026 at 5:00 p.m. ET.

The call will be available by live audio webcast along with the news release and online presentation slides at https://investor.conduent.com/.

The conference call will also be available by calling 877-407-4019 toll-free. If requested, the conference ID for this call is 13760102.

The international dial-in is 1-201-689-8337. The international conference ID is also 13760102.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13760102.

The telephone recording will be available until May 25, 2026

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 48,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.

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. 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.

Forward-Looking Statements
This press release, any exhibits or attachments to this release, and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "expectations," "in front of us," "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "looking to continue," “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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general and market and economic conditions; and our projected financial performance, including all statements made under the section captioned “FY 2026 and Mid-Term Outlook” within this release. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: government appropriations and termination rights contained in our government contracts, 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; 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 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 Conduent’s 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 Conduent’s reputation, and Conduent’s 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; risks related to divestiture transactions, including but not limited to the Company’s ability to realize the benefits anticipated from such transactions, and unexpected costs or liabilities in connection with such transactions, 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 2025 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.


CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

	Three Months Ended March 31,
(in millions, except per share data)		2026			2025
Revenue	$	723		$	751

Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)		587			618
Selling, general and administrative (excluding depreciation and amortization)		91			120
Research and development (excluding depreciation and amortization)		1			1
Depreciation and amortization		47			48
Restructuring and related costs		8			4
Interest expense		12			12
(Gain) loss on divestitures and transaction costs, net		3			3
Litigation settlements (recoveries), net		—			2
Other (income) expenses, net		1			(1	)
Total Operating Costs and Expenses		750			807
Income (Loss) Before Income Taxes		(27	)		(56	)
Income tax expense (benefit)		6			(5	)
Net Income (Loss)	$	(33	)	$	(51	)

Net Income (Loss) per Share:
Basic	$	(0.23	)	$	(0.33	)
Diluted	$	(0.23	)	$	(0.33	)


CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended March 31,
(in millions)		2026			2025
Net Income (Loss)	$	(33	)	$	(51	)
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		(7	)		9
Unrecognized gains (losses), net		(2	)		2
Other Comprehensive Income (Loss), Net		(9	)		11

Comprehensive Income (Loss), Net	$	(42	)	$	(40	)

(1) All amounts are net of tax. Tax effects were immaterial.


CONDUENT INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands)	March 31, 2026			December 31, 2025
Assets
Cash and cash equivalents	$	228		$	233
Accounts receivable, net		499			500
Contract assets		119			123
Other current assets		242			213
Total current assets		1,088			1,069
Land, buildings and equipment, net		173			181
Operating lease right-of-use assets		141			136
Deferred contract costs, net		123			128
Goodwill		614			617
Other long-term assets		254			266
Total Assets	$	2,393		$	2,397
Liabilities and Equity
Current portion of long-term debt	$	23		$	22
Accounts payable		133			142
Accrued compensation and benefits costs		178			173
Contract liabilities		74			74
Other current liabilities		277			270
Total current liabilities		685			681
Long-term debt		698			665
Deferred taxes		18			19
Operating lease liabilities		108			102
Other long-term liabilities		101			103
Total Liabilities		1,610			1,570

Series A convertible preferred stock		142			142

Common stock		2			2
Treasury stock, at cost		(235	)		(235	)
Additional paid-in capital		3,968			3,968
Retained earnings (deficit)		(2,648	)		(2,613	)
Accumulated other comprehensive loss		(446	)		(437	)
Total Equity		641			685
Total Liabilities and Equity	$	2,393		$	2,397

Shares of common stock issued and outstanding		155,097			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


CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
(in millions)		2026			2025
Cash Flows from Operating Activities:
Net income (loss)	$	(33	)	$	(51	)
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		47			48
Contract inducement amortization		1			—
Deferred income taxes		(2	)		(8	)
Stock-based compensation		—			3
Changes in operating assets and liabilities		(26	)		(48	)
Net change in income tax assets and liabilities		5			(2	)
Net cash provided by (used in) operating activities		(8	)		(58	)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(9	)		(14	)
Cost of additions to internal use software		(5	)		(4	)
Proceeds from divestitures		—			1
Net cash provided by (used in) investing activities		(14	)		(17	)
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		60			50
Payments of revolving credit facility		(25	)		(50	)
Payments of debt		(5	)		(8	)
Dividends paid on preferred stock		—			(2	)
Net cash provided by (used in) financing activities		30			(10	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			1
Increase (decrease) in cash, cash equivalents and restricted cash		8			(84	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		243			377
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	251		$	293

___________
(1)	Includes $23 million and $16 million restricted cash as of March 31, 2026 and 2025, respectively, that were included in Other current assets on the respective Consolidated Balance Sheets.

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

A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.

Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate

We make adjustments to Revenue, Net Income (Loss) before Income Taxes for the following items, as applicable, to the particular financial measure, for the purpose of calculating Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate:

Amortization of acquired intangible assets. 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 are excluded.

The Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions.

Management believes that the adjusted effective tax rate, provided as supplemental information, facilitates a comparison by investors of our actual effective tax rate with an adjusted effective tax rate which reflects the impact of the items which are excluded in providing adjusted net income and certain other identified items, and may provide added insight into our underlying business results and how effective tax rates impact our ongoing business.

Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin

We make adjustments to Revenue, Costs and Expenses and Operating Margin for the following items, as applicable, for the purpose of calculating Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin:

Amortization of acquired intangible assets.
Restructuring and related costs.
Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
Goodwill impairment.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Loss on extinguishment of debt.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

We provide our investors with adjusted revenue, adjusted operating income and adjusted operating margin information, as supplemental information, because we believe it offers added insight, by itself and for comparability between periods, by adjusting for certain non-cash items as well as certain other identified items which we do not believe are indicative of our ongoing business, and may also provide added insight on trends in our ongoing business.

Adjusted EBITDA and EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin as an additional way of assessing certain aspects of our operations that, when viewed with the U.S. GAAP results and the accompanying reconciliations to corresponding U.S. GAAP financial measures, provide a more complete understanding of our on-going business. Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue or adjusted revenue, as applicable.

Restructuring and related costs.
Goodwill impairment.
(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.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance.

Free Cash Flow

Adjusted Free Cash Flow

Revenue at Constant Currency

Non-GAAP Outlook

In providing the Full Year 2026 and Mid-Term Outlook for Adjusted EBITDA and Adjusted EBITDA Margin, 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 is reflected in the table below. We are providing such outlook only on a non-GAAP basis because the Company is unable without unreasonable efforts to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments for the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to reported results. We have provided an outlook for 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.

Non-GAAP Reconciliations: Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax, Adjusted Operating Income (Loss) and Adjusted EBITDA were as follows (see footnotes on last page of Non-GAAP reconciliations):


	Three Months Ended March 31,
(in millions)		2026			2025
REVENUE AT CONSTANT CURRENCY
Revenue	$	723		$	751
Foreign currency impact		(11	)		4
Revenue at Constant Currency	$	712		$	755

ADJUSTED NET INCOME (LOSS) - from Net Income (loss)
Net Income (Loss) From Continuing Operations	$	(33	)	$	(51	)
Adjustments:
Amortization of acquired intangible assets⁽²⁾		1			—
Restructuring and related costs		8			4
(Gain) loss on divestitures and transaction costs, net		3			3
Litigation settlements (recoveries), net		—			2
Direct response costs - cyber event		—			25
Other charges (credits)		5			(1	)
Total Non-GAAP Adjustments		17			33
Income tax adjustments⁽³⁾		8			—
Adjusted Net Income (Loss)	$	(8	)	$	(18	)


ADJUSTED NET INCOME (Loss) – from Income (loss) before income tax
Income (Loss) Before Income Taxes	$	(27	)	$	(56	)
Adjustments:
Total Non-GAAP Adjustments		17			33
Adjusted PBT	$	(10	)	$	(23	)

Adjusted PBT Before Adjustment for Divestitures		(10	)		(23	)
Adjustments:
Income tax expense (benefit)	$	6		$	(5	)
Income tax adjustments⁽³⁾		(8	)		—
Adjusted Income Tax Expense (Benefit)		(2	)		(5	)
Adjusted Net Income (Loss)	$	(8	)	$	(18	)

CONTINUED	Three Months Ended March 31,
(in millions)		2026			2025
ADJUSTED OPERATING INCOME (LOSS)
Income (Loss) Before Income Taxes	$	(27	)	$	(56	)
Adjustments:
Total non-GAAP adjustments		17			33
Interest expense		12			12
Adjusted Operating Income (Loss)	$	2		$	(11	)

ADJUSTED EBITDA
Net Income (Loss) From Continuing Operations	$	(33	)	$	(51	)
Income tax expense (benefit)		6			(5	)
Depreciation and amortization		47			48
Contract inducement amortization		1			—
Interest expense		12			12
EBITDA		33			4
Adjustments:
Restructuring and related costs		8			4
(Gain) loss on divestitures and transaction costs, net		3			3
Litigation settlements (recoveries), net		—			2
Direct response costs - cyber event		—			25
Other charges (credits)		5			(1	)
Adjusted EBITDA	$	49		$	37

Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:

	Three Months Ended March 31,
(Amounts are in whole dollars, shares are in thousands and margins and rates are in %)		2026			2025
ADJUSTED DILUTED EPS⁽⁴⁾
Weighted Average Common Shares Outstanding		154,903			161,830
Adjustments:
Restricted stock and performance units / shares		—			—
Adjusted Weighted Average Common Shares Outstanding		154,903			161,830

Diluted EPS from Continuing Operations	$	(0.23	)	$	(0.33	)
Adjustments:
Total non-GAAP adjustments		0.11			0.20
Income tax adjustments⁽³⁾		0.05			—
Adjusted Diluted EPS	$	(0.07	)	$	(0.13	)

ADJUSTED EFFECTIVE TAX RATE
Effective tax rate	(21.5)%				9.0	%
Adjustments:
Total non-GAAP adjustments		47.2	%		14.9	%
Adjusted Effective Tax Rate⁽³⁾		25.7	%		23.9	%

ADJUSTED OPERATING MARGIN
Income (Loss) Before Income Taxes Margin	(3.7)%			(7.5)%
Adjustments:
Total non-GAAP adjustments		2.3	%		4.4	%
Interest expense		1.7	%		1.6	%
Margin for Adjusted Operating Income		0.3	%	(1.5)%

ADJUSTED EBITDA MARGIN
EBITDA Margin	4.6	%	0.5	%
Total non-GAAP adjustments	2.2	%	4.4	%
Adjusted EBITDA Margin	6.8	%	4.9	%

Free Cash Flow and Adjusted Free Cash Flow Reconciliation:

	Three Months Ended March 31,
(in millions)		2026			2025
Operating Cash Flow	$	(8	)	$	(58	)
Cost of additions to land, buildings and equipment		(9	)		(14	)
Cost of additions to internal use software		(5	)		(4	)
Free Cash Flow	$	(22	)	$	(76	)
Free Cash Flow	$	(22	)	$	(76	)
Transaction costs		3			4
Direct response costs - cyber event payments		7			2
Vendor finance lease payments		(3	)		(4	)
Adjusted Free Cash Flow	$	(15	)	$	(74	)

__________
(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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Conduent to Report First-Quarter 2026 Financial Results on May 11, 2026

Mon, 27 Apr 2026 17:30:00 GMT

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Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, plans to report its first-quarter 2026 financial results on Monday, May 11, 2026 after market close. Management will present the results during a conference call and webcast at 5:00 p.m. ET.

The call will be available by live audiocast along with the news release and online presentation slides at https://investor.conduent.com .

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID is 13760102.

The international dial-in is +1 201-689-8337. The international conference ID is also 13760102.

A recording of the conference call will be available by calling 877-660-6853 three hours after the conference call concludes. The access ID for the recording is 13760102.

The call recording will be available until May 25, 2026.

We look forward to your participation.

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 51,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com .

Trademarks

Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

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Conduent Reports Fourth Quarter and Full Year 2025 Financial Results

Thu, 12 Feb 2026 13:05:00 GMT

Key Q4 and Full Year 2025 Highlights

Revenue and Adj. Revenue(1): Q4 $770M / FY $3,042M
Pre-tax Income (Loss): Q4 $(28)M / FY $(160)M
Adj. EBITDA Margin(1): Q4 6.5% / FY 5.4%
New Business Signings ACV(2): Q4 $152M / FY $517M

FLORHAM PARK, N.J., Feb. 12, 2026 -- Conduent Incorporated (Nasdaq: CNDT), a global technology driven business process solutions and services company, today announced its fourth quarter and full year 2025 financial results.

Harsha V. Agadi, Chief Executive Officer stated. “Q4 and full‑year 2025 reflected mixed execution for Conduent. In our Government and Transportation segments, we saw improving revenue trends, continued growth in the sales pipeline, and further gains in cost efficiency. In Commercial, we are focused on strengthening our go‑to‑market strategy by enhancing our sales organization and expanding penetration of our solutions within our existing client base. While we recognize there is more work ahead, the results in Government and Transportation demonstrate the early impact of the disciplined actions the team has taken over the past several months."

“Having led several successful transformations, I know sustainable turnarounds are built on focus, consistency, and a commitment to serving clients exceptionally well. I’ve been impressed by the strength of our people, our capabilities, and the opportunities to deepen adoption of our AI‑ and GenAI‑enabled solutions.”

Agadi continued, “Our priorities are clear: accelerating execution, enforcing financial discipline, reducing our cost structure, optimizing the portfolio, converting pipeline into growth, and simplifying our organizational structure to position us to capitalize on the opportunities ahead. I look forward to continuing this work with our teams and updating our stakeholders as we advance our progress.”

Key Financial Q4 and Full Year 2025 Results

($ in millions, except margin and per share data)	Q4 2025	Q4 2024	Current Quarter Y/Y B/(W)	FY 25	FY 24	FY Y/Y B/(W)
Revenue	$770	$800	(3.8)%	$3,042	$3,356	(9.4)%
Adjusted Revenue⁽¹⁾	$770	$800	(3.8)%	$3,042	$3,176	(4.2)%
GAAP Net Income (Loss)	$(33)	$(12)	(158.3)%	$(170)	$426	(139.9)%
Adjusted EBITDA⁽¹⁾	$50	$32	56.3%	$164	$124	32.3%
Adjusted EBITDA Margin⁽¹⁾	6.5%	4.0%	250 bps	5.4%	3.9%	150 bps
GAAP Income (Loss) Before Income Tax	$(28)	$(82)	68.3%	$(160)	$504	(131.7)%
GAAP Diluted EPS	$(0.23)	$(0.09)	$(0.13)	$(1.14)	$2.23	$(3.37)
Adjusted Diluted EPS⁽¹⁾	$(0.09)	$(0.15)	$0.07	$(0.43)	$(0.51)	$0.08
Cash Flow from Operating Activities	$39	$41	(4.9)%	$(73)	$(50)	(46.0)%
Adjusted Free Cash Flow⁽¹⁾	$28	$62	(54.8)%	$(130)	$(59)	(120.3)%

Performance Commentary
At the end of 2025, Conduent maintained a cash balance of $243 million along with $223 million unused capacity under its recently renewed credit facility.

Full year 2025 pre-tax income (loss) was $(160) million versus $504 million in the prior year. This decrease is primarily caused by the divestiture-driven gains in the prior year.

2025 Adjusted EBITDA of $164 million and Adjusted EBITDA margin of 5.4% increased versus the prior year and were in line with guidance showing continued momentum toward our target margin.

CEO Priorities

Increase speed and accountability: Accelerate decision making and operational excellence across a global enterprise that is focused on being client centric.
Enforce financial discipline: Drive all decisions through the lens of their impact to revenue growth, margin expansion, and free cash flow.
Reduce cost structure: Leaner organization with clear line of sight for business leaders. We will reduce layers and empower leaders with full P&L ownership.
Optimize the portfolio: Execute a fix, sell, or grow strategy to improve performance, reduce debt, and invest in growth.
Convert pipeline to growth: Improve pipeline execution to deliver consistent revenue growth.

(1) Refer to Appendix for definition and complete non-GAAP reconciliations of Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow.
(2) Refer to Appendix for definition

Conference Call
Management will present the results during a conference call and webcast on February 12, 2026 at 9:00 a.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 877-407-4019 toll-free. If requested, the conference ID for this call is 13758159.

The international dial-in is 1-201-689-8337. The international conference ID is also 13758159.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13758159.

The telephone recording will be available until February 26, 2026

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 51,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.

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. 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" section attached to this release for a discussion of these non-GAAP measures and their reconciliation to the reported U.S. GAAP measures.

Forward-Looking Statements

This press release, any exhibits or attachments to this release, and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "expectations," "in front of us," "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "looking to continue," “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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general and market and economic conditions. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: government appropriations and termination rights contained in our government contracts, 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 the 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; 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 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 Conduent’s 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 Conduent’s reputation, and Conduent’s 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; risks related to divestiture transactions, including but not limited to the Company’s ability to realize the benefits anticipated from such transactions, and unexpected costs or liabilities in connection with such transactions, 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 2025 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.

CONDUENT INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

	Three Months Ended December 31,						Year Ended December 31,
(in millions, except per share data)		2025			2024			2025			2024
Revenue	$	770		$	800		$	3,042		$	3,356

Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)		624			662			2,490			2,730
Selling, general and administrative (excluding depreciation and amortization)		96			109			412			455
Research and development (excluding depreciation and amortization)		1			2			4			6
Depreciation and amortization		50			47			194			204
Restructuring and related costs		11			25			35			46
Interest expense		12			13			48			75
Goodwill impairment		—			28			—			28
(Gain) loss on divestitures and transaction costs, net		3			—			11			(696	)
Litigation settlements (recoveries), net		(3	)		3			(1	)		9
Loss on extinguishment of debt		—			2			1			8
Other (income) expenses, net		4			(9	)		8			(13	)
Total Operating Costs and Expenses		798			882			3,202			2,852
Income (Loss) Before Income Taxes		(28	)		(82	)		(160	)		504
Income tax expense (benefit)		5			(70	)		10			78
Net Income (Loss)	$	(33	)	$	(12	)	$	(170	)	$	426

Net Income (Loss) per Share:
Basic	$	(0.23	)	$	(0.09	)	$	(1.14	)	$	2.28
Diluted	$	(0.23	)	$	(0.09	)	$	(1.14	)	$	2.23

CONDUENT INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended December 31,						Year Ended December 31,
(in millions)		2025			2024			2025			2024
Net Income (Loss)	$	(33	)	$	(12	)	$	(170	)	$	426
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		3			(23	)		34			(37	)
Unrecognized gains (losses), net		(1	)		(1	)		(1	)		(1	)
Changes in benefit plans, net		2			1			2			1
Other Comprehensive Income (Loss), Net		4			(23	)		35			(37	)

Comprehensive Income (Loss), Net	$	(29	)	$	(35	)	$	(135	)	$	389

(1) All amounts are net of tax. Tax effects were immaterial.

CONDUENT INCORPORATED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands)	December 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	233		$	366
Accounts receivable, net		500			493
Contract assets		123			132
Other current assets		213			261
Total current assets		1,069			1,252
Land, buildings and equipment, net		181			167
Operating lease right-of-use assets		136			169
Deferred contract costs, net		128			126
Goodwill		617			609
Other long-term assets		266			276
Total Assets	$	2,397		$	2,599
Liabilities and Equity
Current portion of long-term debt	$	22		$	24
Accounts payable		142			157
Accrued compensation and benefits costs		173			170
Contract liabilities		74			103
Other current liabilities		270			290
Total current liabilities		681			744
Long-term debt		665			615
Deferred taxes		19			24
Operating lease liabilities		102			138
Other long-term liabilities		103			93
Total Liabilities		1,570			1,614

Series A convertible preferred stock		142			142

Common stock		2			2
Treasury stock, at cost		(235	)		(210	)
Additional paid-in capital		3,968			3,952
Retained earnings (deficit)		(2,613	)		(2,433	)
Accumulated other comprehensive loss		(437	)		(472	)
Total Conduent Inc. Equity		685			839
Noncontrolling Interest		—			4
Total Equity		685			843
Total Liabilities and Equity	$	2,397		$	2,599

Shares of common stock issued and outstanding		154,709			161,829
Shares of series A convertible preferred stock issued and outstanding		120			120
Shares of common stock held in treasury		70,097			60,868

CONDUENT INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended December 31,						Year Ended December 31,
(in millions)		2025			2024			2025			2024
Cash Flows from Operating Activities:
Net income (loss)	$	(33	)	$	(12	)	$	(170	)	$	426
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		50			47			194			204
Contract inducement amortization		1			1			3			3
Goodwill impairment		—			28			—			28
Deferred income taxes		(19	)		(28	)		(22	)		(5	)
Amortization of debt financing costs		—			—			1			3
Loss on extinguishment of debt		—			2			1			8
(Gain) loss on divestitures and sales of fixed assets, net		—			3			2			(724	)
Stock-based compensation		6			5			19			19
Changes in operating assets and liabilities		18			58			(103	)		(51	)
Net change in income tax assets and liabilities		16			(63	)		2			39
Net cash provided by (used in) operating activities		39			41			(73	)		(50	)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(15	)		11			(59	)		(28	)
Cost of additions to internal use software		(7	)		(5	)		(22	)		(28	)
Proceeds from divestitures		—			28			53			851
Net cash provided by (used in) investing activities		(22	)		34			(28	)		795
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		—			—			259			80
Proceeds from the issuance of debt, net		1			—			5			—
Payments of debt issuance costs		(1	)		—			(4	)		—
Payments of revolving credit facility		(25	)		—			(150	)		(80	)
Payments of debt		(4	)		(89	)		(105	)		(676	)
Treasury stock purchases		(5	)		—			(25	)		(182	)
Excise tax payment on treasury stock purchases		—			—			(2	)		—
Taxes paid for settlement of stock-based compensation		(2	)		(4	)		(2	)		(9	)
Dividends paid on preferred stock		(3	)		(3	)		(10	)		(10	)
(Repurchase of) contribution from noncontrolling interest		—			—			(5	)		—
Net cash provided by (used in) financing activities		(39	)		(96	)		(39	)		(877	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1			(6	)		6			(10	)
Increase (decrease) in cash, cash equivalents and restricted cash		(21	)		(27	)		(134	)		(142	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		264			404			377			519
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	243		$	377		$	243		$	377

(1) Includes $10 million and $11 million restricted cash as of December 31, 2025 and 2024, respectively, that were included in Other current assets on the respective Consolidated Balance Sheets.

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 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, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures.

A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.

Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate

Amortization of acquired intangible assets. 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.
Divestitures. Revenue and Adjusted EBITDA of divested businesses are excluded.

Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin

Amortization of acquired intangible assets.
Restructuring and related costs.
Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
Goodwill impairment.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Loss on extinguishment of debt.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

Adjusted EBITDA and EBITDA Margin

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.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance.

Free Cash Flow

Adjusted Free Cash Flow

Revenue at Constant Currency

Non-GAAP Reconciliations: Adjusted Revenue, Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax, Adjusted Operating Income (Loss) and Adjusted EBITDA were as follows (see footnotes on last page of Non-GAAP reconciliations):

	Three Months Ended December 31,						Year Ended December 31,
(in millions)		2025			2024			2025			2024
ADJUSTED REVENUE
Revenue	$	770		$	800		$	3,042		$	3,356
Adjustment:
Divestitures⁽¹⁾		—			—			—			(180	)
Adjusted Revenue		770			800			3,042			3,176
Foreign currency impact		(8	)		2			(10	)		1
Revenue at Constant Currency	$	762		$	802		$	3,032		$	3,177

ADJUSTED NET INCOME (LOSS) - from Net Income (loss)
Net Income (Loss) From Continuing Operations	$	(33	)	$	(12	)	$	(170	)	$	426
Adjustments:
Amortization of acquired intangible assets⁽²⁾		—			1			2			5
Restructuring and related costs		11			25			35			46
Goodwill impairment		—			28			—			28
Loss on extinguishment of debt		—			2			1			8
(Gain) loss on divestitures and transaction costs, net		3			—			11			(696	)
Litigation settlements (recoveries), net		(3	)		3			(1	)		9
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		4			(5	)		8			(9	)
Total Non-GAAP Adjustments		15			54			81			(609	)
Income tax adjustments⁽³⁾		6			(63	)		30			100
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(12	)		(21	)		(59	)		(83	)
Divestitures⁽¹⁾		—			—			—			(35	)
Adjusted Net Income (Loss)	$	(12	)	$	(21	)	$	(59	)	$	(118	)


ADJUSTED NET INCOME (Loss) – from Income (loss) before income tax
Income (Loss) Before Income Taxes	$	(28	)	$	(82	)	$	(160	)	$	504
Adjustments:
Total Non-GAAP Adjustments		15			54			81			(609	)
Adjusted PBT Before Adjustment for Divestitures		(13	)		(28	)		(79	)		(105	)
Divestitures⁽¹⁾		—			—			—			(35	)
Adjusted PBT	$	(13	)	$	(28	)	$	(79	)	$	(140	)

Adjusted PBT Before Adjustment for Divestitures		(13	)		(28	)		(79	)		(105	)
Adjustments:
Income tax expense (benefit)	$	5		$	(70	)	$	10		$	78
Income tax adjustments⁽³⁾		(6	)		63			(30	)		(100	)
Adjusted Income Tax Expense (Benefit)		(1	)		(7	)		(20	)		(22	)
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(12	)		(21	)		(59	)		(83	)
Divestitures⁽¹⁾		—			—			—			(35	)
Adjusted Net Income (Loss)	$	(12	)	$	(21	)	$	(59	)	$	(118	)

CONTINUED	Three Months Ended December 31,						Year Ended December 31,
(in millions)		2025			2024			2025			2024
ADJUSTED OPERATING INCOME (LOSS)
Income (Loss) Before Income Taxes	$	(28	)	$	(82	)	$	(160	)	$	504
Adjustments:
Total non-GAAP adjustments		15			54			81			(609	)
Interest expense		12			13			48			75
Adjusted Operating Income (Loss) Before Adjustment for Divestitures		(1	)		(15	)		(31	)		(30	)
Divestitures⁽¹⁾		—			—			—			(35	)
Adjusted Operating Income (Loss)	$	(1	)	$	(15	)	$	(31	)	$	(65	)

ADJUSTED EBITDA
Net Income (Loss) From Continuing Operations	$	(33	)	$	(12	)	$	(170	)	$	426
Income tax expense (benefit)		5			(70	)		10			78
Depreciation and amortization		50			47			194			204
Contract inducement amortization		1			1			3			3
Interest expense		12			13			48			75
EBITDA Before Adjustment for Divestitures		35			(21	)		85			786
Divestitures⁽¹⁾		—			—			—			(35	)
Divestitures depreciation and amortization⁽¹⁾		—			—			—			(13	)
EBITDA		35			(21	)		85			738
Adjustments:
Restructuring and related costs		11			25			35			46
Goodwill impairment		—			28			—			28
(Gain) loss on divestitures and transaction costs, net		3			—			11			(696	)
Litigation settlements (recoveries), net		(3	)		3			(1	)		9
Loss on extinguishment of debt		—			2			1			8
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		4			(5	)		8			(9	)
Adjusted EBITDA	$	50		$	32		$	164		$	124

Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:

	Three Months Ended December 31,						Year Ended December 31,
(Amounts are in whole dollars, shares are in thousands and margins and rates are in %)		2025			2024			2025			2024
ADJUSTED DILUTED EPS⁽⁴⁾
Weighted Average Common Shares Outstanding		153,803			160,374			158,422			182,513
Adjustments:
Restricted stock and performance units / shares		—			—			—			—
Adjusted Weighted Average Common Shares Outstanding		153,803			160,374			158,422			182,513

Diluted EPS from Continuing Operations	$	(0.23	)	$	(0.09	)	$	(1.14	)	$	2.23
Adjustments:
Total non-GAAP adjustments		0.10			0.33			0.52			(3.29	)
Income tax adjustments⁽³⁾		0.04			(0.39	)		0.19			0.55
Adjusted Diluted EPS	$	(0.09	)	$	(0.15	)	$	(0.43	)	$	(0.51	)

ADJUSTED EFFECTIVE TAX RATE
Effective tax rate	(18.7		)%		85.4	%	(6.1		)%		15.5	%
Adjustments:
Total non-GAAP adjustments		26.0	%	(60.4		)%		31.5	%		5.7	%
Adjusted Effective Tax Rate⁽³⁾		7.3	%		25.0	%		25.4	%		21.2	%

ADJUSTED OPERATING MARGIN
Income (Loss) Before Income Taxes Margin	(3.6		)%	(10.3		)%	(5.3		)%		15.0	%
Adjustments:
Total non-GAAP adjustments		1.9	%		6.8	%		2.7	%	(18.1		)%
Interest expense		1.6	%		1.6	%		1.6	%		2.2	%
Margin for Adjusted Operating Income Before Adjustment for Divestitures	(0.1		)%	(1.9		)%	(1.0		)%	(0.9		)%
Divestitures⁽¹⁾		—	%		—	%		—	%	(1.1		)%
Margin for Adjusted Operating Income	(0.1		)%	(1.9		)%	(1.0		)%	(2.0		)%

ADJUSTED EBITDA MARGIN
EBITDA Margin Before Adjustment for Divestitures	4.5	%	(2.6	)%	2.8	%	23.4	%
Adjustments:
Divestitures⁽¹⁾	—	%	—	%	—	%	(0.2	)%
EBITDA Margin	4.5	%	(2.6	)%	2.8	%	23.2	%
Total non-GAAP adjustments	2.0	%	6.6	%	2.6	%	(18.3	)%
Divestitures⁽¹⁾	—	%	—	%	—	%	0.2	%
Adjusted EBITDA Margin Before Adjustment for Divestitures	6.5	%	4.0	%	5.4	%	5.1	%
Divestitures⁽¹⁾	—	%	—	%	—	%	(1.2	)%
Adjusted EBITDA Margin	6.5	%	4.0	%	5.4	%	3.9	%

(1) Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.

(2) Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).

(3) The tax impact of Adjusted Pre-tax income (loss) 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 2025 and 2024 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 $3 million each quarter.

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Conduent to Report Fourth-Quarter and Full-Year 2025 Financial Results on Feb. 12, 2026

Fri, 06 Feb 2026 14:15:00 GMT

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Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, plans to report its fourth-quarter and full-year 2025 financial results on Thursday, February 12 before market open. Management will present the results during a conference call and webcast at 9:00 a.m. ET.

The call will be available by live audiocast along with the news release and online presentation slides at https://investor.conduent.com/ .

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID is 13758159.

The international dial-in is +1 201-689-8337. The international conference ID is also 13758159.

A recording of the conference call will be available by calling 877-660-6853 after the conference call concludes. The access ID for the recording is 13758159.

The call recording will be available until February 26, 2026.

We look forward to your participation.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 53,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing nearly 13 million tolling transactions every day. Learn more at www.conduent.com .

Note: To receive RSS news feeds, visit www.news.conduent.com . For open commentary, industry perspectives and views, visit http://twitter.com/Conduent , http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent .

Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260205453259/en/

Media:
Sean Collins, Conduent, +1-310-497-9205, Sean.Collins2@conduent.com

Investor Relations:
Joshua Overholt, Conduent, ir@conduent.com

]]>

Conduent Reports Third Quarter 2025 Financial Results

Fri, 07 Nov 2025 13:04:00 GMT

Key Q3 2025 Highlights

Debt refinance completed
Revenue and Adj. Revenue(1): $767M
Pre-tax Income (Loss): $(38)M
Adj. EBITDA Margin(1): 5.2%
New Business Signings ACV(2): $111M
Net ARR Activity Metric(2) (TTM): $25M

FLORHAM PARK, N.J., Nov. 07, 2025 -- Conduent Incorporated (Nasdaq: CNDT), a global technology driven business process solutions and services company, today announced its third quarter 2025 financial results.

Cliff Skelton, Conduent President and Chief Executive Officer, stated, “Q3 represents not only a quarter where we met guidance on Adjusted Revenue and Adjusted EBITDA Margin, but also the continuation of our drive toward year-over-year revenue growth. New business signings were consistent year over year and our Public Sector businesses had a particularly strong quarter, despite the cyclical nature of government funding and the Federal government shutdown. As mentioned in Q2 earnings, we continue to be pleased with ongoing Transportation opportunities and momentum. Additionally, as a result of our operational efficiency efforts, Adjusted EBITDA and Adjusted EBITDA Margin improved both year over year and sequentially, in line with guidance. We also deployed AI enhancements with Conduent’s proprietary technology and platforms across document processing, customer experience, and fraud prevention—delivering greater efficiency for clients and further streamlining our internal operations.”

Skelton continued, “Regarding our portfolio rationalization efforts, 87% of our $1B capital allocation target has been achieved to date, and we remain on track to exceed that goal. We continue to be focused on cash generation, sales, and expanding our pipeline opportunities especially within our current client base, while maintaining more than ample liquidity through cash reserves and a recently renewed credit facility. As always, we remain confident in our team and our strategy as we continue to deliver the best value possible to our shareholders and to our clients and their end users."

Key Financial Q3 2025 Results

($ in millions, except margin and per share data)	Q3 2025	Q3 2024	Current Quarter Y/Y B/(W)
Revenue	$767	$807	(5.0)%
Adjusted Revenue⁽¹⁾	$767	$781	(1.8)%
GAAP Net Income (Loss)	$(46)	$123	n/m
Adjusted EBITDA⁽¹⁾	$40	$32	25.0%
Adjusted EBITDA Margin⁽¹⁾	5.2%	4.1%	110 bps
GAAP Income (Loss) Before Income Tax	$(38)	$159	n/m
GAAP Diluted EPS	$(0.30)	$0.72	n/m
Adjusted Diluted EPS⁽¹⁾	$(0.09)	$(0.14)	35.7%
Cash Flow from Operating Activities	$(39)	$(13)	(200.0)%
Adjusted Free Cash Flow⁽¹⁾	$(54)	$(6)	(800.0)%

Performance Commentary
At the end of the quarter, Conduent maintained a cash balance of $264 million along with $198 million unused capacity under its recently renewed credit facility. During the quarter, Conduent repurchased approximately 4.7 million shares of common stock.

Pre-tax income (loss) for the third quarter of 2025 was $(38) million versus $159 million in the prior year period. This decrease is primarily caused by the divestiture-driven gain on the transfer of the Casualty Claims Solutions business.

Q3 2025 Adjusted EBITDA of $40 million and Adjusted EBITDA margin of 5.2% both increased versus the prior year period and were in line with guidance showing continued momentum toward our target margin.

Additional Q3 2025 Performance Highlights
Conduent achieved several milestones related to its technology-led solutions, contract awards, financial foundation, and client support capabilities, including:

Announced the integration of generative AI (GenAI) and other advanced AI technologies into the Company’s government solutions to improve the disbursement of critical government benefits, enhance the citizen experience, and combat fraud in government benefit programs.
Successfully completed the refinancing of the Company’s revolving credit facility, extending the maturity, and paying off the Term Loan A.
Awarded a contract by the Richmond Metropolitan Transportation Authority to implement a Pay-by-Plate toll collection system supporting the transition to all-electronic tolling designed to streamline traffic for a faster, safer, and more enjoyable driving experience.
Announced an expansion of the Company’s Philippines operations with a new facility in Lipa-Malvar to support customer experience management solutions (CXM) for a leading U.S. healthcare company.
Expanded its FastCap® Finance Analytics solution by integrating GenAI-powered contract and spend analytics capability that enables expedited contract intake, verification of contract compliance, and identification of procurement savings and tariff-related financial exposures more efficiently and more accurately.
Implemented Conduent’s Maven® Disease Surveillance & Outbreak Management System for the State of Delaware, helping to monitor, report, and better understand public health threats and infectious disease outbreaks.

FY 2025 Outlook(2)

	FY 2024 Actuals	FY 2025 Outlook⁽²⁾

Adj. Revenue⁽¹⁾	$3,176M	$3,050 - $3,100

Adj. EBITDA⁽¹⁾ / Adj. EBITDA Margin⁽¹⁾	$124M / 3.9%	5.0% - 5.5%

Conference Call
Management will present the results during a conference call and webcast on November 7, 2025 at 9:00 a.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 877-407-4019 toll-free. If requested, the conference ID for this call is 13755924.

The international dial-in is 1-201-689-8337. The international conference ID is also 13755924.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13755924.

The telephone recording will be available until Nov 21, 2025.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 53,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling approximately 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 13 million tolling transactions every day. Learn more at www.conduent.com.

Forward-Looking Statements

This press release, any exhibits or attachments to this release, and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "expectations," "in front of us," "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "looking to continue," “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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general market and economic conditions; and our projected financial performance, including all statements made under the section captioned “FY 2025 Outlook” within this release. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: government appropriations and termination rights contained in our government contracts, 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; our reliance on third-party providers; risk and impact of geopolitical events and increasing geopolitical tensions (such as the war in the 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; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; 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; risks related to our use of artificial intelligence; 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, including Conduent’s 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 Conduent’s reputation, and Conduent’s 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; risks related to recently completed divestitures including (i) the transfer of the Company’s BenefitWallet’s health savings account, medical savings account and flexible spending account portfolio, (ii) the sale of the Company’s Curbside Management and Public Safety Solutions businesses and (iii) the sale of the Company's Casualty Claims Solutions business, including but not limited to the Company’s ability to realize the benefits anticipated from such transactions, unexpected costs, liabilities or delays in connection with such transactions, and the significant transaction costs associated with such transactions; risk and impact of potential goodwill and other asset impairments; 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 2024 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.

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)		2025			2024			2025			2024
Revenue	$	767		$	807		$	2,272		$	2,556

Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)		631			656			1,866			2,068
Selling, general and administrative (excluding depreciation and amortization)		96			115			316			346
Research and development (excluding depreciation and amortization)		1			1			3			4
Depreciation and amortization		48			44			144			157
Restructuring and related costs		12			4			24			21
Interest expense		12			16			36			62
(Gain) loss on divestitures and transaction costs, net		1			(188	)		8			(696	)
Litigation settlements (recoveries), net		—			1			2			6
Loss on extinguishment of debt		1			1			1			6
Other (income) expenses, net		3			(2	)		4			(4	)
Total Operating Costs and Expenses		805			648			2,404			1,970

Income (Loss) Before Income Taxes		(38	)		159			(132	)		586

Income tax expense (benefit)		8			36			5			148
Net Income (Loss)	$	(46	)	$	123		$	(137	)	$	438

Net Income (Loss) per Share:
Basic	$	(0.30	)	$	0.75		$	(0.90	)	$	2.28
Diluted	$	(0.30	)	$	0.72		$	(0.90	)	$	2.22

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)		2025			2024		2025			2024
Net Income (Loss)	$	(46	)	$	123	$	(137	)	$	438
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		(2	)		13		31			(14	)
Unrecognized gains (losses), net		(2	)		1		—			—
Other Comprehensive Income (Loss), Net		(4	)		14		31			(14	)

Comprehensive Income (Loss), Net	$	(50	)	$	137	$	(106	)	$	424

(1) All amounts are net of tax. Tax effects were immaterial.

CONDUENT INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data in thousands)	September 30, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	248		$	366
Accounts receivable, net		488			493
Contract assets		160			132
Other current assets		258			261
Total current assets		1,154			1,252
Land, buildings and equipment, net		186			167
Operating lease right-of-use assets		150			169
Intangible assets, net		12			14
Goodwill		616			609
Other long-term assets		382			388
Total Assets	$	2,500		$	2,599
Liabilities and Equity
Current portion of long-term debt	$	16		$	24
Accounts payable		135			157
Accrued compensation and benefits costs		180			170
Contract liabilities		82			103
Other current liabilities		289			290
Total current liabilities		702			744
Long-term debt		697			615
Deferred taxes		22			24
Operating lease liabilities		117			138
Other long-term liabilities		103			93
Total Liabilities		1,641			1,614

Series A convertible preferred stock		142			142

Common stock		2			2
Treasury stock, at cost		(231	)		(210	)
Additional paid-in capital		3,964			3,952
Retained earnings (deficit)		(2,577	)		(2,433	)
Accumulated other comprehensive loss		(441	)		(472	)
Total Conduent Inc. Equity		717			839
Noncontrolling Interest		—			4
Total Equity		717			843
Total Liabilities and Equity	$	2,500		$	2,599

Shares of common stock issued and outstanding		154,724			161,829
Shares of series A convertible preferred stock issued and outstanding		120			120
Shares of common stock held in treasury		68,262			60,868

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2025			2024			2025			2024
Cash Flows from Operating Activities:
Net income (loss)	$	(46	)	$	123		$	(137	)	$	438
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		48			44			144			157
Contract inducement amortization		1			1			2			2
Deferred income taxes		4			5			(3	)		23
Amortization of debt financing costs		—			1			1			3
Loss on extinguishment of debt		1			1			1			6
(Gain) loss on divestitures and sales of fixed assets, net		—			(194	)		2			(727	)
Stock-based compensation		5			6			13			14
Changes in operating assets and liabilities		(50	)		(6	)		(121	)		(109	)
Net change in income tax assets and liabilities		(2	)		6			(14	)		102
Net cash provided by (used in) operating activities		(39	)		(13	)		(112	)		(91	)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(15	)		(8	)		(44	)		(39	)
Cost of additions to internal use software		(6	)		(8	)		(15	)		(23	)
Proceeds from divestitures		—			224			53			823
Net cash provided by (used in) investing activities		(21	)		208			(6	)		761
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		134			50			259			80
Proceeds from the issuance of debt, net		—			—			4			—
Payments of debt issuance costs		(3	)		—			(3	)		—
Payments of revolving credit facility		—			(50	)		(125	)		(80	)
Payments of debt		(86	)		(84	)		(101	)		(587	)
Treasury stock purchases		(13	)		(14	)		(20	)		(182	)
Excise tax payment on treasury stock purchases		—			—			(2	)		—
Taxes paid for settlement of stock-based compensation		—			—			—			(5	)
Dividends paid on preferred stock		(2	)		(2	)		(7	)		(7	)
Repurchase of noncontrolling interest		—			—			(5	)		—
Net cash provided by (used in) financing activities		30			(100	)		—			(781	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			2			5			(4	)
Increase (decrease) in cash, cash equivalents and restricted cash		(30	)		97			(113	)		(115	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		294			307			377			519
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	264		$	404		$	264		$	404

(1) Includes $16 million and $11 million restricted cash as of September 30, 2025 and 2024, respectively, that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

Appendix

Definitions

Net ARR Activity Metric (TTM)

Projected Annual Recurring Revenue (ARR) for contracts signed in the prior 12 months, less the annualized impact of any client losses, contractual volume and price changes, and other known impacts for which the Company was notified in that same time period, which could positively or negatively impact results. The metric annualizes the net impact to revenue. Timing of revenue impact varies and may not be realized within the forward 12-month timeframe. The metric is for indicative purposes only. This metric excludes non-recurring revenue signings. This metric is not indicative of any specific 12 month timeframe.

New Business Annual Contract Value (ACV): (New Business TCV / contract term) multiplied by 12.

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 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, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures.

A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.

Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate

Amortization of acquired intangible assets. 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 cyber event that occurred in January 2025.
Other charges (credits). This includes Other (income) expenses, net on the Consolidated Statements of Income (loss) and other adjustments.
Divestitures. Revenue and Adjusted EBITDA of divested businesses are excluded.

Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin

Amortization of acquired intangible assets.
Restructuring and related costs.
Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
Goodwill impairment.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Loss on extinguishment of debt.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

Adjusted EBITDA and EBITDA Margin

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.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance.

Free Cash Flow

Adjusted Free Cash Flow

Revenue at Constant Currency

Non-GAAP Outlook

In providing the Full Year 2025 outlook for Adjusted EBITDA and Adjusted EBITDA Margin 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 is reflected in the table below. We are providing such outlook only on a non-GAAP basis because the Company is unable without unreasonable efforts to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments for the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to reported results. We have provided an outlook for 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.

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2025			2024			2025			2024
ADJUSTED REVENUE
Revenue	$	767		$	807		$	2,272		$	2,556
Adjustment:
Divestitures⁽¹⁾		—			(26	)		—			(180	)
Adjusted Revenue		767			781			2,272			2,376
Foreign currency impact		(5	)		—			(2	)		(1	)
Revenue at Constant Currency	$	762		$	781		$	2,270		$	2,375

ADJUSTED NET INCOME (LOSS)
Net Income (Loss)	$	(46	)	$	123		$	(137	)	$	438
Adjustments:
Amortization of acquired intangible assets⁽²⁾		1			1			2			4
Restructuring and related costs		12			4			24			21
Loss on extinguishment of debt		1			1			1			6
(Gain) loss on divestitures and transaction costs, net		1			(188	)		8			(696	)
Litigation settlements (recoveries), net		—			1			2			6
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		3			(2	)		4			(4	)
Total Non-GAAP Adjustments		18			(183	)		66			(663	)
Income tax adjustments⁽³⁾		17			39			24			163
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(11	)		(21	)		(47	)		(62	)
Divestitures⁽¹⁾		—			(3	)		—			(35	)
Adjusted Net Income (Loss)	$	(11	)	$	(24	)	$	(47	)	$	(97	)


ADJUSTED EFFECTIVE TAX
Income (Loss) Before Income Taxes	$	(38	)	$	159		$	(132	)	$	586
Adjustments:
Total Non-GAAP Adjustments		18			(183	)		66			(663	)
Adjusted PBT Before Adjustment for Divestitures		(20	)		(24	)		(66	)		(77	)
Divestitures⁽¹⁾		—			(3	)		—			(35	)
Adjusted PBT	$	(20	)	$	(27	)	$	(66	)	$	(112	)

Adjusted PBT Before Adjustment for Divestitures		(20	)		(24	)		(66	)		(77	)
Adjustments:
Income tax expense (benefit)	$	8		$	36		$	5		$	148
Income tax adjustments⁽³⁾		(17	)		(39	)		(24	)		(163	)
Adjusted Income Tax Expense (Benefit)		(9	)		(3	)		(19	)		(15	)
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(11	)		(21	)		(47	)		(62	)
Divestitures⁽¹⁾		—			(3	)		—			(35	)
Adjusted Net Income (Loss)	$	(11	)	$	(24	)	$	(47	)	$	(97	)

CONTINUED	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2025			2024			2025			2024
ADJUSTED OPERATING INCOME (LOSS)
Income (Loss) Before Income Taxes	$	(38	)	$	159		$	(132	)	$	586
Adjustments:
Total non-GAAP adjustments		18			(183	)		66			(663	)
Interest expense		12			16			36			62
Adjusted Operating Income (Loss) Before Adjustment for Divestitures		(8	)		(8	)		(30	)		(15	)
Divestitures⁽¹⁾		—			(3	)		—			(35	)
Adjusted Operating Income (Loss)	$	(8	)	$	(11	)	$	(30	)	$	(50	)

ADJUSTED EBITDA
Net Income (Loss)	$	(46	)	$	123		$	(137	)	$	438
Income tax expense (benefit)		8			36			5			148
Depreciation and amortization		48			44			144			157
Contract inducement amortization		1			1			2			2
Interest expense		12			16			36			62
EBITDA Before Adjustment for Divestitures		23			220			50			807
Divestitures⁽¹⁾		—			(3	)		—			(35	)
Divestitures depreciation and amortization⁽¹⁾		—			(1	)		—			(13	)
EBITDA		23			216			50			759
Adjustments:
Restructuring and related costs		12			4			24			21
(Gain) loss on divestitures and transaction costs, net		1			(188	)		8			(696	)
Litigation settlements (recoveries), net		—			1			2			6
Loss on extinguishment of debt		1			1			1			6
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		3			(2	)		4			(4	)
Adjusted EBITDA	$	40		$	32		$	114		$	92

Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts are in whole dollars, shares are in thousands and margins and rates are in %)		2025			2024			2025			2024
ADJUSTED DILUTED EPS⁽⁴⁾
Weighted Average Common Shares Outstanding		157,004			161,684			159,899			189,107
Adjustments:
Restricted stock and performance units / shares		—			—			—			—
Adjusted Weighted Average Common Shares Outstanding		157,004			161,684			159,899			189,107

Diluted EPS from Continuing Operations	$	(0.30	)	$	0.72		$	(0.90	)	$	2.22
Adjustments:
Total non-GAAP adjustments		0.10			(1.10	)		0.41			(3.44	)
Income tax adjustments⁽³⁾		0.11			0.24			0.15			0.86
Adjusted Diluted EPS	$	(0.09	)	$	(0.14	)	$	(0.34	)	$	(0.36	)

ADJUSTED EFFECTIVE TAX RATE
Effective tax rate	(19.5		)%		22.2	%	(3.4		)%		25.2	%
Adjustments:
Total non-GAAP adjustments		64.2	%	(9.7		)%		32.4	%	(5.5		)%
Adjusted Effective Tax Rate⁽³⁾		44.7	%		12.5	%		29.0	%		19.7	%

ADJUSTED OPERATING MARGIN
Income (Loss) Before Income Taxes Margin	(5.0		)%		19.7	%	(5.8		)%		22.9	%
Adjustments:
Total non-GAAP adjustments		2.4	%	(22.7		)%		2.9	%	(25.9		)%
Interest expense		1.6	%		2.0	%		1.6	%		2.4	%
Margin for Adjusted Operating Income Before Adjustment for Divestitures	(1.0		)%	(1.0		)%	(1.3		)%	(0.6		)%
Divestitures⁽¹⁾		—	%	(0.4		)%		—	%	(1.5		)%
Margin for Adjusted Operating Income	(1.0		)%	(1.4		)%	(1.3		)%	(2.1		)%

ADJUSTED EBITDA MARGIN
EBITDA Margin Before Adjustment for Divestitures	3.0	%	27.3	%	2.2	%	31.6	%
Adjustments:
Divestitures⁽¹⁾	—	%	0.4	%	—	%	0.3	%
EBITDA Margin	3.0	%	27.7	%	2.2	%	31.9	%
Total non-GAAP adjustments	2.2	%	(22.8	)%	2.8	%	(26.1	)%
Divestitures⁽¹⁾	—	%	(0.4	)%	—	%	(0.3	)%
Adjusted EBITDA Margin Before Adjustment for Divestitures	5.2	%	4.5	%	5.0	%	5.5	%
Divestitures⁽¹⁾	—	%	(0.4	)%	—	%	(1.6	)%
Adjusted EBITDA Margin	5.2	%	4.1	%	5.0	%	3.9	%

Free Cash Flow and Adjusted Free Cash Flow Reconciliation:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2025			2024			2025			2024
Operating Cash Flow	$	(39	)	$	(13	)	$	(112	)	$	(91	)
Cost of additions to land, buildings and equipment		(15	)		(8	)		(44	)		(39	)
Cost of additions to internal use software		(6	)		(8	)		(15	)		(23	)
Free Cash Flow	$	(60	)	$	(29	)	$	(171	)	$	(153	)
Free Cash Flow	$	(60	)	$	(29	)	$	(171	)	$	(153	)
Transaction costs		2			7			9			18
Direct response costs - cyber event payments		7			—			9			—
Vendor finance lease payments		(3	)		(5	)		(10	)		(14	)
Proceeds from failed sale-leaseback transactions		—			—			5			—
Tax payment related to divestitures and litigation recoveries		—			21			—			28
Adjusted Free Cash Flow	$	(54	)	$	(6	)	$	(158	)	$	(121	)

_______________

(1)   Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.
(2)   Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(3)   The tax impact of Adjusted Pre-tax income (loss) 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 2025 and 2024 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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Conduent to Report Third-Quarter 2025 Financial Results on Nov. 7, 2025

Wed, 29 Oct 2025 12:00:00 GMT

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FLORHAM PARK, N.J. -- Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, plans to report its third-quarter 2025 financial results on Friday, Nov. 7, 2025 before market open. Management will present the results during a conference call and webcast at 9:00 a.m. ET.

The call will be available by live audiocast along with the news release and online presentation slides at https://investor.conduent.com.

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID is 13755924.

The international dial-in is +1 201-689-8337. The international conference ID is also 13755924.

A recording of the conference call will be available by calling 877-660-6853 three hours after the conference call concludes. The access ID for the recording is 13755924.

The call recording will be available until Nov. 21, 2025.

We look forward to your participation.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing nearly 13 million tolling transactions every day. Learn more at www.conduent.com.

Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.

Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

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Conduent Reports Second Quarter 2025 Financial Results

Wed, 06 Aug 2025 12:00:00 GMT

Key Q2 2025 Highlights

Revenue and Adj. Revenue(1): $754M
Pre-tax Income (Loss): $(38)M
Adj. EBITDA Margin(1): 4.9%
New Business Signings ACV(2): $150M
Net ARR Activity Metric(2) (TTM): $63M

FLORHAM PARK, N.J., Aug. 06, 2025 -- Conduent Incorporated (Nasdaq: CNDT), a global technology-led business process solutions and services company, today announced its second quarter 2025 financial results.

Cliff Skelton, Conduent President and Chief Executive Officer, stated, “Q2 marks another quarter of progress on our journey. We exceeded expectations for Adjusted EBITDA and Adjusted EBITDA margin. Q2 Revenue was in line with guidance and while often affected by seasonality and economic conditions, was slightly higher sequentially. New business signings improved both year-over-year and sequentially, supported by a robust pipeline. Notably, our investments in technology platforms and client relationships are resulting in accelerated performance in our Transportation segment. Furthermore, government and legislative decisions may unlock additional opportunities for our Government segment. As we've shared previously, our portfolio rationalization efforts will continue and are expected to positively impact our margin and cash flow. These efforts also narrow the focus for our leaders, many of whom recently joined Conduent, bringing with them industry experience from well-regarded companies."

Skelton continued, “We are pleased to welcome our new Chairman of the Board, Harsha Agadi, who, with his wealth of experience, assumes this role at a critical strategic juncture as we pivot to growth and address the next round of portfolio opportunities. We also extend our gratitude to Scott Letier for his several years as Chairman. Scott’s leadership and mentorship have been invaluable, and he will retain important positions on the Board going forward. Looking ahead, the Board and Management remain confident in our strategy, momentum and ability to execute.”

Key Financial Q2 2025 Results

($ in millions, except margin and per share data)	Q2 2025	Q2 2024	Current Quarter Y/Y B/(W)
Revenue	$754	$828	(8.9)%
Adjusted Revenue⁽¹⁾	$754	$774	(2.6)%
GAAP Net Income (Loss)	$(40)	$216	n/m
Adjusted EBITDA⁽¹⁾	$37	$24	54.2%
Adjusted EBITDA Margin⁽¹⁾	4.9%	3.1%	180 bps
GAAP Income (Loss) Before Income Tax	$(38)	$300	n/m
GAAP Diluted EPS	$(0.26)	$1.07	n/m
Adjusted Diluted EPS⁽¹⁾	$(0.13)	$(0.14)	7.1%
Cash Flow from Operating Activities	$(15)	$(41)	63.4%
Adjusted Free Cash Flow⁽¹⁾	$(30)	$(55)	45.5%

Performance Commentary
Conduent's liquidity position at the end of the quarter remained strong, and the $550 million revolving credit facility is largely undrawn.

Pre-tax income (loss) for the second quarter of 2025 was $(38) million versus $300 million in the prior year period. This decrease is primarily caused by the divestiture-driven gain on the transfer of the BenefitWallet portfolio and the sale of the Curbside Management and Public Safety businesses in the prior year period.

Q2 2025 Adjusted EBITDA of $37 million and Adjusted EBITDA Margin of 4.9% both increased versus the prior year period and exceeded expectations.

In the second quarter of 2025, Conduent repurchased approximately 2.7 million shares of common stock.

Additional Q2 2025 Performance Highlights

Expanded finance and procurement solutions leveraging Fairmarkit's AI-Powered Technologies including GenAI. The collaboration is designed to optimize procurement workflows and complement Conduent's FastCap® Finance Analytics, which improves financial performance by identifying cost-saving opportunities within procurement and spend management;
Implemented a technology feature that allows SNAP recipients to lock and unlock their EBT accounts using Conduent’s ConnectEBT mobile app and cardholder portal, giving beneficiaries greater control and helping to prevent fraud for a 12th U.S. state;
Named Supplier of the Year by General Motors for the fourth time, which recognizes global suppliers for their execution across key categories such as safety, innovation and resilience;
Recognized as a Leader in two 2025 NelsonHall Vendor Evaluation & Assessment Tools (NEAT) reviews focused on HR & Talent Transformation services for Benefits Administration & Experience-Led HR Transformation;
Named a Newsweek 2025 Top 100 Global Most Loved Workplace, marking Conduent’s third consecutive appearance among the Top 100 companies worldwide; and
Implemented a new EMV (Europay, Mastercard, and Visa) contactless fare collection system for Gestione Governativa Navigazione Laghi in Italy, one of the first EMV contactless systems deployed for boat transportation in the country.

FY 2025 Outlook(3)

	FY 2024 Actuals	FY 2025 Outlook⁽³⁾

Adj. Revenue⁽¹⁾	$3,176M	$3,100M - $3,200M

Adj. EBITDA⁽¹⁾ / Adj. EBITDA Margin⁽¹⁾	$124M / 3.9%	5.0% - 5.5%

Conference Call
Management will present the results during a conference call and webcast on August 6, 2025 at 9:00 a.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 877-407-4019 toll-free. If requested, the conference ID for this call is 13754400.

The international dial-in is 1-201-689-8337. The international conference ID is also 13754400.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13754400.

The telephone recording will be available until Aug 20, 2025.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 53,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling approximately 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 13 million tolling transactions every day. Learn more at www.conduent.com.

Forward-Looking Statements

This press release, any exhibits or attachments to this release, and other public statements we make may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "expectations," "in front of us," "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "looking to continue," “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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general market and economic conditions; and our projected financial performance, including all statements made under the section captioned “FY 2025 Outlook” within this release. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: government appropriations and termination rights contained in our government contracts, 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; our reliance on third-party providers; risk and impact of geopolitical events and increasing geopolitical tensions (such as the war in the 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; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; 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; risks related to our use of artificial intelligence; 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, including Conduent’s 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 Conduent’s reputation, and Conduent’s 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; risks related to recently completed divestitures including (i) the transfer of the Company’s BenefitWallet’s health savings account, medical savings account and flexible spending account portfolio, (ii) the sale of the Company’s Curbside Management and Public Safety Solutions businesses and (iii) the sale of the Company's Casualty Claims Solutions business, including but not limited to the Company’s ability to realize the benefits anticipated from such transactions, unexpected costs, liabilities or delays in connection with such transactions, and the significant transaction costs associated with such transactions; risk and impact of potential goodwill and other asset impairments; 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 2024 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share data)		2025			2024			2025			2024
Revenue	$	754		$	828		$	1,505		$	1,749

Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)		617			677			1,235			1,412
Selling, general and administrative (excluding depreciation and amortization)		100			115			220			231
Research and development (excluding depreciation and amortization)		1			1			2			3
Depreciation and amortization		48			51			96			113
Restructuring and related costs		8			8			12			17
Interest expense		12			19			24			46
(Gain) loss on divestitures and transaction costs, net		4			(347	)		7			(508	)
Litigation settlements (recoveries), net		—			1			2			5
Loss on extinguishment of debt		—			3			—			5
Other (income) expenses, net		2			—			1			(2	)
Total Operating Costs and Expenses		792			528			1,599			1,322

Income (Loss) Before Income Taxes		(38	)		300			(94	)		427

Income tax expense (benefit)		2			84			(3	)		112
Net Income (Loss)	$	(40	)	$	216		$	(91	)	$	315

Net Income (Loss) per Share:
Basic	$	(0.26	)	$	1.10		$	(0.59	)	$	1.54
Diluted	$	(0.26	)	$	1.07		$	(0.59	)	$	1.51

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2025			2024			2025			2024
Net Income (Loss)	$	(40	)	$	216		$	(91	)	$	315
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		24			(16	)		33			(27	)
Unrecognized gains (losses), net		—			(1	)		2			(1	)
Other Comprehensive Income (Loss), Net		24			(17	)		35			(28	)

Comprehensive Income (Loss), Net	$	(16	)	$	199		$	(56	)	$	287

(1) All amounts are net of tax. Tax effects were immaterial.

CONDUENT INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data in thousands)	June 30, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	275		$	366
Accounts receivable, net		458			493
Contract assets		138			132
Other current assets		276			261
Total current assets		1,147			1,252
Land, buildings and equipment, net		182			167
Operating lease right-of-use assets		159			169
Intangible assets, net		13			14
Goodwill		617			609
Other long-term assets		370			388
Total Assets	$	2,488		$	2,599
Liabilities and Equity
Current portion of long-term debt	$	28		$	24
Accounts payable		126			157
Accrued compensation and benefits costs		168			170
Unearned income		80			103
Other current liabilities		295			290
Total current liabilities		697			744
Long-term debt		628			615
Deferred taxes		16			24
Operating lease liabilities		127			138
Other long-term liabilities		101			93
Total Liabilities		1,569			1,614

Series A convertible preferred stock		142			142

Common stock		2			2
Treasury stock, at cost		(218	)		(210	)
Additional paid-in capital		3,959			3,952
Retained earnings (deficit)		(2,529	)		(2,433	)
Accumulated other comprehensive loss		(437	)		(472	)
Total Conduent Inc. Equity		777			839
Noncontrolling Interest		—			4
Total Equity		777			843
Total Liabilities and Equity	$	2,488		$	2,599

Shares of common stock issued and outstanding		159,157			161,829
Shares of series A convertible preferred stock issued and outstanding		120			120
Shares of common stock held in treasury		63,550			60,868

CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2025			2024			2025			2024
Cash Flows from Operating Activities:
Net income (loss)	$	(40	)	$	216		$	(91	)	$	315
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		48			51			96			113
Contract inducement amortization		1			—			1			1
Deferred income taxes		1			5			(7	)		18
Amortization of debt financing costs		1			1			1			2
Loss on extinguishment of debt		—			3			—			5
(Gain) loss on divestitures and sales of fixed assets, net		2			(369	)		2			(533	)
Stock-based compensation		5			5			8			8
Changes in operating assets and liabilities		(23	)		(12	)		(71	)		(103	)
Net change in income tax assets and liabilities		(10	)		59			(12	)		96
Net cash provided by (used in) operating activities		(15	)		(41	)		(73	)		(78	)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(15	)		(18	)		(29	)		(31	)
Cost of additions to internal use software		(5	)		(7	)		(9	)		(15	)
Proceeds from divestitures		52			435			53			599
Net cash provided by (used in) investing activities		32			410			15			553
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		75			30			125			30
Proceeds from the issuance of debt, net		4			—			4			—
Payments on revolving credit facility		(75	)		(30	)		(125	)		(30	)
Payments on debt		(7	)		(328	)		(15	)		(503	)
Treasury stock purchases		(7	)		(151	)		(7	)		(168	)
Excise tax payment on treasury stock purchases		(2	)		—			(2	)		—
Taxes paid for settlement of stock-based compensation		—			—			—			(5	)
Dividends paid on preferred stock		(3	)		(3	)		(5	)		(5	)
Repurchase of noncontrolling interest		(5	)		—			(5	)		—
Net cash provided by (used in) financing activities		(20	)		(482	)		(30	)		(681	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4			(4	)		5			(6	)
Increase (decrease) in cash, cash equivalents and restricted cash		1			(117	)		(83	)		(212	)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		293			424			377			519
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	294		$	307		$	294		$	307

(1)

Includes $19 million and $7 million restricted cash as of June 30, 2025 and 2024, respectively, that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

Appendix

Definitions

Net ARR Activity Metric (TTM)

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 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, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures.

A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.

Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate

Amortization of acquired intangible assets. 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 cyber event that occurred in January 2025.
Other charges (credits). This includes Other (income) expenses, net on the Consolidated Statements of Income (loss) and other adjustments.
Divestitures. Revenue and Adjusted EBITDA of divested businesses are excluded.

Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin

Amortization of acquired intangible assets.
Restructuring and related costs.
Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
Goodwill impairment.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Loss on extinguishment of debt.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

Adjusted EBITDA and EBITDA Margin

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.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance.

Free Cash Flow

Adjusted Free Cash Flow

Revenue at Constant Currency

Non-GAAP Outlook

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2025			2024			2025			2024
ADJUSTED REVENUE
Revenue	$	754		$	828		$	1,505		$	1,749
Adjustment:
Divestitures⁽¹⁾		—			(54	)		—			(154	)
Adjusted Revenue		754			774			1,505			1,595
Foreign currency impact		(1	)		1			3			(1	)
Revenue at Constant Currency	$	753		$	775		$	1,508		$	1,594

ADJUSTED NET INCOME (LOSS)
Net Income (Loss)	$	(40	)	$	216		$	(91	)	$	315
Adjustments:
Amortization of acquired intangible assets⁽²⁾		1			2			1			3
Restructuring and related costs		8			8			12			17
Loss on extinguishment of debt		—			3			—			5
(Gain) loss on divestitures and transaction costs, net		4			(347	)		7			(508	)
Litigation settlements (recoveries), net		—			1			2			5
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		2			—			1			(2	)
Total Non-GAAP Adjustments		15			(333	)		48			(480	)
Income tax adjustments⁽³⁾		7			92			7			124
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(18	)		(25	)		(36	)		(41	)
Divestitures⁽¹⁾		—			(8	)		—			(32	)
Adjusted Net Income (Loss)	$	(18	)	$	(33	)	$	(36	)	$	(73	)


ADJUSTED EFFECTIVE TAX
Income (Loss) Before Income Taxes	$	(38	)	$	300		$	(94	)	$	427
Adjustments:
Total Non-GAAP Adjustments		15			(333	)		48			(480	)
Adjusted PBT Before Adjustment for Divestitures		(23	)		(33	)		(46	)		(53	)
Divestitures⁽¹⁾		—			(8	)		—			(32	)
Adjusted PBT	$	(23	)	$	(41	)	$	(46	)	$	(85	)

Adjusted PBT Before Adjustment for Divestitures		(23	)		(33	)		(46	)		(53	)
Adjustments:
Income tax expense (benefit)	$	2		$	84		$	(3	)	$	112
Income tax adjustments⁽³⁾		(7	)		(92	)		(7	)		(124	)
Adjusted Income Tax Expense (Benefit)		(5	)		(8	)		(10	)		(12	)
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(18	)		(25	)		(36	)		(41	)
Divestitures⁽¹⁾		—			(8	)		—			(32	)
Adjusted Net Income (Loss)	$	(18	)	$	(33	)	$	(36	)	$	(73	)

CONTINUED	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2025			2024			2025			2024
ADJUSTED OPERATING INCOME (LOSS)
Income (Loss) Before Income Taxes	$	(38	)	$	300		$	(94	)	$	427
Adjustments:
Total non-GAAP adjustments		15			(333	)		48			(480	)
Interest expense		12			19			24			46
Adjusted Operating Income (Loss) Before Adjustment for Divestitures		(11	)		(14	)		(22	)		(7	)
Divestitures⁽¹⁾		—			(8	)		—			(32	)
Adjusted Operating Income (Loss)	$	(11	)	$	(22	)	$	(22	)	$	(39	)

ADJUSTED EBITDA
Net Income (Loss)	$	(40	)	$	216		$	(91	)	$	315
Income tax expense (benefit)		2			84			(3	)		112
Depreciation and amortization		48			51			96			113
Contract inducement amortization		1			—			1			1
Interest expense		12			19			24			46
EBITDA Before Adjustment for Divestitures		23			370			27			587
Divestitures⁽¹⁾		—			(8	)		—			(32	)
Divestitures depreciation and amortization⁽¹⁾		—			(3	)		—			(12	)
EBITDA		23			359			27			543
Adjustments:
Restructuring and related costs		8			8			12			17
(Gain) loss on divestitures and transaction costs, net		4			(347	)		7			(508	)
Litigation settlements (recoveries), net		—			1			2			5
Loss on extinguishment of debt		—			3			—			5
Direct response costs - cyber event		—			—			25			—
Other charges (credits)		2			—			1			(2	)
Adjusted EBITDA	$	37		$	24		$	74		$	60

Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS, Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Amounts are in whole dollars, shares are in thousands and margins and rates are in %)		2025			2024			2025			2024
ADJUSTED DILUTED EPS⁽⁴⁾
Weighted Average Common Shares Outstanding		161,162			194,539			161,448			201,159
Adjustments:
Restricted stock and performance units / shares		—			—			—			—
Adjusted Weighted Average Common Shares Outstanding		161,162			194,539			161,448			201,159

Diluted EPS from Continuing Operations	$	(0.26	)	$	1.07		$	(0.59	)	$	1.51
Adjustments:
Total non-GAAP adjustments		0.09			(1.68	)		0.30			(2.36	)
Income tax adjustments⁽³⁾		0.04			0.47			0.04			0.62
Adjusted Diluted EPS	$	(0.13	)	$	(0.14	)	$	(0.25	)	$	(0.23	)

ADJUSTED EFFECTIVE TAX RATE
Effective tax rate		(5.7	)%		28.2	%		3.1	%		26.3	%
Adjustments:
Total non-GAAP adjustments		26.2	%		(4.6	)%		19.2	%		(3.2	)%
Adjusted Effective Tax Rate⁽³⁾		20.5	%		23.6	%		22.3	%		23.1	%

ADJUSTED OPERATING MARGIN
Income (Loss) Before Income Taxes Margin		(5.0	)%		36.2	%		(6.2	)%		24.4	%
Adjustments:
Total non-GAAP adjustments		1.9	%		(40.2	)%		3.1	%		(27.4	)%
Interest expense		1.6	%		2.3	%		1.6	%		2.6	%
Margin for Adjusted Operating Income Before Adjustment for Divestitures		(1.5	)%		(1.7	)%		(1.5	)%		(0.4	)%
Divestitures⁽¹⁾		—	%		(1.1	)%		—	%		(2.0	)%
Margin for Adjusted Operating Income		(1.5	)%		(2.8	)%		(1.5	)%		(2.4	)%

ADJUSTED EBITDA MARGIN
EBITDA Margin Before Adjustment for Divestitures	3.1	%	44.7	%	1.8	%	33.6	%
Adjustments:
Divestitures⁽¹⁾	—	%	1.7	%	—	%	0.4	%
EBITDA Margin	3.1	%	46.4	%	1.8	%	34.0	%
Total non-GAAP adjustments	1.8	%	(40.5	)%	3.1	%	(27.7	)%
Divestitures⁽¹⁾	—	%	(1.7	)%	—	%	(0.4	)%
Adjusted EBITDA Margin Before Adjustment for Divestitures	4.9	%	4.2	%	4.9	%	5.9	%
Divestitures⁽¹⁾	—	%	(1.1	)%	—	%	(2.1	)%
Adjusted EBITDA Margin	4.9	%	3.1	%	4.9	%	3.8	%

Free Cash Flow and Adjusted Free Cash Flow Reconciliation:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)		2025			2024			2025			2024
Operating Cash Flow	$	(15	)	$	(41	)	$	(73	)	$	(78	)
Cost of additions to land, buildings and equipment		(15	)		(18	)		(29	)		(31	)
Cost of additions to internal use software		(5	)		(7	)		(9	)		(15	)
Free Cash Flow	$	(35	)	$	(66	)	$	(111	)	$	(124	)
Free Cash Flow	$	(35	)	$	(66	)	$	(111	)	$	(124	)
Transaction costs		3			8			7			11
Direct response costs - cyber event payments		—			—			2			—
Vendor finance lease payments		(3	)		(4	)		(7	)		(9	)
Proceeds from failed sale-leaseback transactions		5			—			5			—
Tax payment related to divestitures and litigation recoveries		—			7			—			7
Adjusted Free Cash Flow	$	(30	)	$	(55	)	$	(104	)	$	(115	)

(1)	Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.
(2)	Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(3)	The tax impact of Adjusted Pre-tax income (loss) 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 2025 and 2024 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 $3 million each quarter.

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Conduent to Report Second-Quarter 2025 Financial Results on August 6, 2025

Wed, 23 Jul 2025 12:45:00 GMT

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FLORHAM PARK, N.J. -- Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, plans to report its second-quarter 2025 financial results on Wednesday, Aug. 6, 2025 before market open. Management will present the results during a conference call and webcast at 9:00 a.m. ET.

The call will be available by live audiocast along with the news release and online presentation slides at https://investor.conduent.com.

The conference call will also be available by calling 877-407-4019 toll free. If requested, the conference ID is 13754400.

The international dial-in is +1 201-689-8337. The international conference ID is also 13754400.

A recording of the conference call will be available by calling 877-660-6853 three hours after the conference call concludes. The access ID for the recording is 13754400.

The call recording will be available until Aug. 20, 2025.

We look forward to your participation.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing nearly 13 million tolling transactions every day. Learn more at www.conduent.com.

Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.

Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

]]>

Conduent Reports First Quarter 2025 Financial Results

Wed, 07 May 2025 10:06:00 GMT

Key Q1 2025 Highlights

Revenue and Adj. Revenue⁽¹⁾: $751M
Pre-tax Income (Loss): $(56)M
Adj. EBITDA Margin⁽¹⁾: 4.9%
New Business Signings ACV⁽²⁾: $109M
Net ARR Activity Metric⁽²⁾ (TTM): $116M

FLORHAM PARK, NJ, May 7, 2025 - Conduent Incorporated (Nasdaq: CNDT), a global technology-led business process solutions and services company, today announced its first quarter 2025 financial results.

Cliff Skelton, Conduent President and Chief Executive Officer stated, “Conduent had a good start to 2025, especially amidst the broad uncertainty in the macro-economic landscape. Our results are in line with internal expectations and consistent with our 2025 outlook with respect to Adjusted Revenue, and

Adjusted EBITDA margins exceeded expectations. New business signings and our Net ARR Activity Metric, both signals of future growth, improved on a year-over-year basis. Operating cash flow comparison was negatively influenced by several one-time events in 2024 which when normalized, was better versus Q1 2024. Fortunately, while macro-economic and geopolitical environments affect everyone, most of our business segments are somewhat insulated from trade and government efficiency challenges, and in some cases, may benefit from opportunities. Our portfolio rationalization efforts are being reinvigorated with additional opportunities and are on track toward achieving more than $1B in deployable capital. Finally, we remain confident in achieving our previously stated 2025 exit rate targets we outlined two years ago.”

Key Financial Q1 2025 Results

($ in millions, except margin and per share data)	Q1 2025	Q1 2024	Current Quarter Y/Y B/(W)
Revenue	$751	$921	(18.5)%
Adjusted Revenue⁽¹⁾	$751	$821	(8.5)%
GAAP Net Income (Loss)	$(51)	$99	n/m
Adjusted EBITDA⁽¹⁾	$37	$36	2.8%
Adjusted EBITDA Margin ⁽¹⁾	4.9%	4.4%	50 bps
GAAP Income (Loss) Before Income Tax	$(56)	$127	n/m
GAAP Diluted EPS	$(0.33)	$0.46	n/m
Adjusted Diluted EPS⁽¹⁾	$(0.13)	$(0.09)	(44.4)%
Cash Flow from Operating Activities	$(58)	$(37)	(56.8)%
Adjusted Free Cash Flow⁽¹⁾	$(74)	$(60)	(23.3)%

Performance Commentary

Conduent's liquidity position at the end of the quarter remained strong with $293 million of cash and our $550 million revolving credit facility largely undrawn.

Pre-tax income (loss) for the first quarter of 2025 was $(56) million versus $127 million in the prior year period. This decrease is primarily driven by the gain on the transfer of the BenefitWallet portfolio in the prior year period.

Q1 2025 Adjusted EBITDA of $37 million and Adjusted EBITDA Margin of 4.9% both increased versus the prior year period and were ahead of our expectations.

Cash Flow from Operating Activities and Adjusted Free Cash Flow, while down year-over-year, are significantly better in Q1 2025 versus Q1 2024 when adjusting for the positive impacts of the tax refund and contributions from divested assets in the prior year period.

Additional Q1 2025 Performance Highlights

Conduent achieved several milestones in technology-led solutions, operational excellence and helping organizations achieve operating efficiencies:

As part of its efficiency and cost reduction initiatives, selected by a leading global logistics company to expand its digital customer experience based on proven outcomes, building on a trusted relationship spanning more than three decades;
Played an integral role in implementing a Congestion Relief Zone in New York City, the first of its kind in the United States, by facilitating the toll transactions and payment processing, helping to reduce traffic and improve air quality for the New York Metropolitan Area;
Launched fraud prevention tool that leverages traditional rules-based AI combined with GenAI to help prevent account take-over fraud in government benefits, initially being used in production for our payment card solutions to prevent fraud;
Awarded a contract by NJ TRANSIT to install state-of-the-art 3D fare gates at two New Jersey stations to modernize and enhance its fare collections and infrastructure;
Launched Conni, an innovative GenAI virtual assistant, designed to strengthen quality of inquiry results and improve customer experience across Conduent platforms for companies and government agencies;
Announced the selections by the Oklahoma State Department of Health and the Republic of Ireland’s Health Service Executive to deploy the company’s Maven system;
Announced a $92 million contract by the Alaska Department of Health, Division of Health Care Services to operate, manage and modernize the state’s MMIS;
For the fourth time, a leading healthcare provider recognized the Company's for quality, ensuring efficient and effective call handling and delivering top performance through the use of analytics and insights; and
Secured a contract with the Urban Transport Authority for Lima and Callao (ATU) to implement a new transit fare collection system that enables interoperability across all transit options in the city of Lima and allows for new forms of payments including EMV and digital wallets.

FY 2025 Outlook⁽³⁾

	FY 2024 Actuals	FY 2025 Outlook⁽³⁾
Adj. Revenue⁽¹⁾	$3,176M	$3,100M - $3,250M
Adj. EBITDA⁽¹⁾ / Adj. EBITDA Margin⁽¹⁾	$124M / 3.9%	4.5% - 5.5%

⁽¹⁾Refer to Appendix for definition and complete non-GAAP reconciliations of Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS and Adjusted Free Cash Flow.
⁽²⁾Refer to Appendix for definition.
⁽³⁾Refer to Appendix for additional information regarding non-GAAP outlook.

Conference Call

Management will present the results during a conference call and webcast on May 7, 2025 at 9:00 a.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 877-407-4019 toll-free. If requested, the conference ID for this call is 13752430.

The international dial-in is 1-201-689-8337. The international conference ID is also 13752430.

A recording of the conference call will be available by calling 1-877-660-6853 three hours after the conference call concludes. The replay ID is 13752430.

The telephone recording will be available until May 20, 2025.

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 53,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $85 billion in government payments annually, enabling approximately 2.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 13 million tolling transactions every day. Learn more at www.conduent.com.

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. 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 nonGAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures. Refer to the "Non-GAAP Financial Measures" section attached to this release for a discussion of these non-GAAP measures and their reconciliation to the reported U.S. GAAP measures.

Forward-Looking Statements

“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. All statements other than statements of historical fact included in this press release or any attachment to this press release are forward-looking statements, including, but not limited to, statements regarding our financial results, condition and outlook; changes in our operating results; general market and economic conditions; and our projected financial performance, including all statements made under the section captioned “FY 2025 Outlook” within this release. 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, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release 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: government appropriations and termination rights contained in our government contracts, 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; our reliance on third-party providers; risk and impact of geopolitical events and increasing geopolitical tensions (such as the war in the 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; our ability to deliver on our contractual obligations properly and on time; changes in interest in outsourced business process services; 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; risks related to our use of artificial intelligence; 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 cyber event that took place in January 2025, including Conduent’s 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 Conduent’s reputation, and Conduent’s 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; risks related to recently completed divestitures including (i) the transfer of the Company’s BenefitWallet’s health savings account, medical savings account and flexible spending account portfolio, (ii) the sale of the Company’s Curbside Management and Public Safety Solutions businesses and (iii) the sale of the Company's Casualty Claims Solutions business, including but not limited to the Company’s ability to realize the benefits anticipated from such transactions, unexpected costs, liabilities or delays in connection with such transactions, and the significant transaction costs associated with such transactions; risk and impact of potential goodwill and other asset impairments; 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 2024 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.

# # #

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

	Three Months Ended March 31,
(in millions, except per share data)	2025		2024
Revenue	$	751	$	921

Operating Costs and Expenses
Cost of services (excluding dmortization)		618		735
Selling, general and administrative (excluding depreciation and amortization)		120		116
Research and development (excluding depreciation and amortization)		1		2
Depreciation and amortization		48		62
Restructuring and related costs		4		9
Interest expense		12		27
(Gain) loss on divestitures and transaction costs, net		3		(161)
Litigation settlements (recoveries), net		2		4
Loss on extinguishment of debt		—		2
Other (income) expenses, net		(1)		(2)
Total Operating Costs and Expenses		807		794

Income (Loss) Before Income Taxes		(56)		127

Income tax expense (benefit)		(5)		28
Net Income (Loss)	$	(51)	$	99

Net Income (Loss) per Share:
Basic	$	(0.33)	$	0.46
Diluted	$	(0.33)	$	0.46

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended March 31,
(in millions)	2025		2024
Net Income (Loss)	$	(51) $	99
Other Comprehensive Income (Loss), Net⁽¹⁾
Currency translation adjustments, net		9	(11)
Unrecognized gains (losses), net		2	—
Other Comprehensive Income (Loss), Net		11	(11)

Comprehensive Income (Loss), Net	$	(40) $	88

1) All amounts are net of tax. Tax effects were immaterial.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share data in thousands)	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	277	$	366
Accounts receivable, net		480		493
Contract assets		131		132
Other current assets		297		261
Total current assets		1,185		1,252
Land, buildings and equipment, net		179		167
Operating lease right-of-use assets		164		169
Intangible assets, net		13		14
Goodwill		610		609
Other long-term assets		381		388
Total Assets	$	2,532	$	2,599
Liabilities and Equity
Current portion of long-term debt	$	26	$	24
Accounts payable		155		157
Accrued compensation and benefits costs		165		170
Unearned income		83		103
Other current liabilities		294		290
Total current liabilities		723		744
Long-term debt		625		615
Deferred taxes		16		24
Operating lease liabilities		134		138
Other long-term liabilities		88		93
Total Liabilities		1,586		1,614

Series A convertible preferred stock		142		142

Common stock		2		2
Treasury stock, at cost		(210)		(210)
Additional paid-in capital		3,955		3,952
Retained earnings (deficit)		(2,486)		(2,433)
Accumulated other comprehensive loss		(461)		(472)
Total Conduent Inc. Equity		800		839
Non-controlling Interest		4		4
Total Equity		804		843
Total Liabilities and Equity	$	2,532 $		2,599

Shares of common stock issued and outstanding		161,830		161,829
Shares of series A convertible preferred stock issued and outstanding		120		120
Shares of common stock held in treasury		60,868		60,868

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
(in millions)	2025		2024
Cash Flows from Operating Activities:
Net income (loss)	$	(51)	$	99
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization		48		62
Contract inducement amortization		—		1
Deferred income taxes		(8)		13
Amortization of debt financing costs		—		1
Loss on extinguishment of debt		—		2
(Gain) loss on divestitures and sales of fixed assets, net		—		(164)
Stock-based compensation		3		3
Changes in operating assets and liabilities		(50)		(54)
Net cash provided by (used in) operating activities		(58)		(37)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment		(14)		(13)
Cost of additions to internal use software		(4)		(8)
Proceeds from divestitures		1		164
Net cash provided by (used in) investing activities		(17)		143
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		50		—
Payments on revolving credit facility		(50)		—
Payments on debt		(8)		(175)
Treasury stock purchases		—		(17)
Taxes paid for settlement of stock-based compensation		—		(5)
Dividends paid on preferred stock		(2)		(2)
Net cash provided by (used in) financing activities		(10)		(199)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1		(2)
Increase (decrease) in cash, cash equivalents and restricted cash		(84)		(95)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		377		519
Cash, Cash Equivalents and Restricted Cash at End of period⁽¹⁾	$	293	$	424

(1) Includes $16 million and $9 million restricted cash as of March 31, 2025 and 2024, respectively,
that were included in Other current assets on the respective Condensed Consolidated Balance Sheets.

Appendix

Definitions

Net ARR Activity Metric (TTM)

The metric is for indicative purposes only. This metric excludes non-recurring revenue signings. This metric is not indicative of any specific 12 month timeframe.

New Business Annual Contract Value (ACV): (New Business TCV / contract term) multiplied by 12.

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 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, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain of these non-GAAP measures.

A reconciliation of the following non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below.

Adjusted Revenue, Adjusted Profit Before Tax, Adjusted Net Income (Loss), Adjusted Diluted Earnings per Share, Adjusted Weighted Average Common Shares Outstanding, and Adjusted Effective Tax Rate

Amortization of acquired intangible assets. The amortization of acquired intangible assets is driven by acquisition activity, which can vary in size, nature and timing as compared to other companies within our industry and from period to period.
Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our strategic transformation program.
Goodwill impairment. This represents goodwill impairment charges 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 cyber event that occurred in January 2025.
Other charges (credits). This includes Other (income) expenses, net on the Consolidated Statements of Income (loss) and other adjustments.
Divestitures. Revenue and Adjusted EBITDA of divested businesses are excluded.

Adjusted Revenue, Adjusted Operating Income and Adjusted Operating Margin

Amortization of acquired intangible assets.
Restructuring and related costs.
Interest expense. Interest expense includes interest on long-term debt and amortization of debt issuance costs.
Goodwill impairment.
Loss on extinguishment of debt.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

Adjusted EBITDA and EBITDA Margin

Restructuring and related costs.
Goodwill impairment.
Loss on extinguishment of debt.
(Gain) loss on divestitures and transaction costs, net.
Litigation settlements (recoveries), net.
Direct response costs - cyber event.
Other charges (credits).
Divestitures.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance.

Free Cash Flow

Adjusted Free Cash Flow

Adjusted Free Cash Flow is defined as Free Cash Flow from above plus adjustments for litigation insurance recoveries, transaction costs, taxes paid on gains from divestitures and litigation recoveries, 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-overperiod 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

Non-GAAP Outlook

Non-GAAP Reconciliations: Adjusted Revenue, Revenue at Constant Currency, Adjusted Net Income (Loss), Adjusted Effective Tax, Adjusted Operating Income (Loss) and Adjusted EBITDA were as follows (see footnotes on last page of Non-GAAP reconciliations):

	Three Months Ended March 31,
(in millions)	2025		2024
ADJUSTED REVENUE
Revenue	$	751	$	921
Adjustment:
Divestitures⁽¹⁾		—		(100)
Adjusted Revenue		751		821
Foreign currency impact		4		(2)
Revenue at Constant Currency	$	755	$	819

ADJUSTED NET INCOME (LOSS)
Net Income (Loss)	$	(51)	$	99
Adjustments:
Amortization of acquired intangible assets⁽²⁾		—		1
Restructuring and related costs		4		9
Loss on extinguishment of debt		—		2
(Gain) loss on divestitures and transaction costs, net		3		(161)
Litigation settlements (recoveries), net		2		4
Direct response costs - cyber event		25		—
Other charges (credits)		(1)		(2)
Total Non-GAAP Adjustments		33		(147)
Income tax adjustments⁽³⁾		—		32
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(18)		(16)
Divestitures⁽¹⁾		—		(24)
Adjusted Net Income (Loss)	$	(18)	$	(40)


ADJUSTED EFFECTIVE TAX
Income (Loss) Before Income Taxes	$	(56)	$	127
Adjustments:
Total Non-GAAP Adjustments		33		(147)
Adjusted PBT Before Adjustment for Divestitures		(23)		(20)
Divestitures⁽¹⁾		—		(24)
Adjusted PBT	$	(23)	$	(44)

Adjusted PBT Before Adjustment for Divestitures		(23)		(20)
Adjustments:
Income tax expense (benefit)	$	(5)	$	28
Income tax adjustments⁽³⁾		—		(32)
Adjusted Income Tax Expense (Benefit)		(5)		(4)
Adjusted Net Income (Loss) Before Adjustment for Divestitures		(18)		(16)
Divestitures⁽¹⁾		—		(24)
Adjusted Net Income (Loss)	$	(18)	$	(40)

CONTINUED	Three Months Ended March 31,
(in millions)	2025		2024
ADJUSTED OPERATING INCOME (LOSS)
Income (Loss) Before Income Taxes	$	(56) $	127
Adjustments:
Total non-GAAP adjustments		33	(147)
Interest expense		12	27
Adjusted Operating Income (Loss) Before Adjustment for Divestitures		(11)	7
Divestitures⁽¹⁾		—	(24)
Adjusted Operating Income (Loss)	$	(11) $	(17)

ADJUSTED EBITDA
Net Income (Loss)	$	(51) $	99
Income tax expense (benefit)		(5)	28
Depreciation and amortization		48	62
Contract inducement amortization		—	1
Interest expense		12	27
EBITDA Before Adjustment for Divestitures		4	217
Divestitures⁽¹⁾		—	(24)
Divestitures depreciation and amortization⁽¹⁾		—	(9)
EBITDA		4	184
Adjustments:
Restructuring and related costs		4	9
(Gain) loss on divestitures and transaction costs, net		3	(161)
Litigation settlements (recoveries), net		2	4
Loss on extinguishment of debt		—	2
Direct response costs - cyber event		25	—
Other charges (credits)		(1)	(2)
Adjusted EBITDA Before Adjustment for Divestitures	$	37 $	69
Adjusted EBITDA	$	37 $	36

Non-GAAP Reconciliations: Adjusted Weighted Average Shares Outstanding, Adjusted Diluted EPS,
Adjusted Effective Tax Rate, Adjusted Operating Margin and Adjusted EBITDA Margin were as follows:

	Three Months Ended March 31,
(Amounts are in whole dollars, shares are in thousands and margins and rates are in %)	2025		2024
ADJUSTED DILUTED EPS⁽⁴⁾
Weighted Average Common Shares Outstanding		161,830		209,160
Adjustments:
Restricted stock and performance units / shares		—		—
Adjusted Weighted Average Common Shares Outstanding		161,830		209,160
Diluted EPS from Continuing Operations	$	(0.33)	$	0.46
Adjustments:
Total non-GAAP adjustments		0.20		(0.70)
Income tax adjustments⁽³⁾		—		0.15
Adjusted Diluted EPS	$	(0.13)	$	(0.09)

ADJUSTED EFFECTIVE TAX RATE
Effective tax rate		9.0 %		21.9 %
Adjustments:
Total non-GAAP adjustments		14.9 %		0.3 %
Adjusted Effective Tax Rate⁽³⁾		23.9 %		22.2 %

ADJUSTED OPERATING MARGIN
Income (Loss) Before Income Taxes Margin		(7.5) %		13.8 %
Adjustments:
Total non-GAAP adjustments		4.4 %		(15.9) %
Interest expense		1.6 %		2.9 %
Margin for Adjusted Operating Income Before Adjustment for Divestitures		(1.5) %		0.8 %
Divestitures⁽¹⁾		— %		(2.9) %
Margin for Adjusted Operating Income		(1.5) %		(2.1) %

Free Cash Flow and Adjusted Free Cash Flow Reconciliation:

	Three Months Ended March 31,
(in millions)		2025		2024
Operating Cash Flow	$	(58)	$	(37)
Cost of additions to land, buildings and equipment		(14)		(13)
Cost of additions to internal use software		(4)		(8)
Free Cash Flow	$	(76)	$	(58)
Free Cash Flow	$	(76)	$	(58)
Transaction costs		4		3
Direct response costs - cyber event payments		2		—
Vendor finance lease payments		(4)		(5)
Adjusted Free Cash Flow	$	(74)	$	(60)

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(1)     Adjusted for the full impact from revenue and income/loss from divestitures for all periods presented.
(2)     Included in Depreciation and amortization on the Consolidated Statements of Income (Loss).
(3)     The tax impact of Adjusted Pre-tax income (loss) 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 2025 and 2024 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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