CONDUENT Inc 10-Q

ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED) CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, (in millions, except per share data) 2022 2021 Revenue $ 967 $ 1,028 Operating Costs and Expenses Cost of services (excluding depreciation and amortization) 755 787 Selling, general and administrative (excluding depreciation and amortization) 102 126 Research and development (excluding depreciation and amortization) 1 — Depreciation and amortization 61 95 Restructuring and related costs 9 13 Interest expense 19 13 (Gain) loss on divestitures and transaction costs ( 163 ) 2 Litigation settlements (recoveries), net ( 28 ) 1 Other (income) expenses, net 1 — Total Operating Costs and Expenses 757 1,037 Income (Loss) Before Income Taxes 210 ( 9 ) Income tax expense (benefit) 74 2 Net Income (Loss) $ 136 $ ( 11 ) Net Income (Loss) per Share: Basic $ 0.62 $ ( 0.06 ) Diluted $ 0.61 $ ( 0.06 ) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 3 Table of Contents CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, (in millions) 2022 2021 Net Income (Loss) $ 136 $ ( 11 ) Other Comprehensive Income (Loss), Net (1) Currency translation adjustments, net ( 5 ) ( 11 ) Unrecognized gains (losses), net ( 1 ) ( 1 ) Other Comprehensive Income (Loss), Net ( 6 ) ( 12 ) Comprehensive Income (Loss), Net $ 130 $ ( 23 ) __________ (1) All amounts are net of tax. Tax effects were immaterial. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 4 Table of Contents CONDUENT INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except share data in thousands) March 31, 2022 December 31, 2021 Assets Cash and cash equivalents $ 588 $ 415 Accounts receivable, net 661 699 Assets held for sale — 184 Contract assets 160 154 Other current assets 234 228 Total current assets 1,643 1,680 Land, buildings and equipment, net 272 281 Operating lease right-of-use assets 219 231 Intangible assets, net 46 52 Goodwill 1,335 1,339 Other long-term assets 464 453 Total Assets $ 3,979 $ 4,036 Liabilities and Equity Current portion of long-term debt $ 30 $ 30 Accounts payable 189 198 Accrued compensation and benefits costs 206 243 Unearned income 75 82 Liabilities held for sale — 29 Other current liabilities 426 443 Total current liabilities 926 1,025 Long-term debt 1,277 1,383 Deferred taxes 102 75 Operating lease liabilities 179 184 Other long-term liabilities 91 95 Total Liabilities 2,575 2,762 Contingencies (See Note 12) Series A convertible preferred stock 142 142 Common stock 2 2 Additional paid-in capital 3,912 3,910 Retained earnings (deficit) ( 2,217 ) ( 2,351 ) Accumulated other comprehensive loss ( 435 ) ( 429 ) Total Equity 1,262 1,132 Total Liabilities and Equity $ 3,979 $ 4,036 Shares of common stock issued and outstanding 215,604 215,381 Shares of series A convertible preferred stock issued and outstanding 120 120 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 5 Table of Contents CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, (in millions) 2022 2021 Cash Flows from Operating Activities: Net income (loss) $ 136 $ ( 11 ) Adjustments required to reconcile net income (loss) to cash flows from operating activities: Depreciation and amortization 61 95 Deferred income taxes 31 ( 1 ) Amortization of debt financing costs 1 2 (Gain) loss on divestitures and sales of fixed assets, net ( 164 ) 1 Stock-based compensation 2 3 Changes in operating assets and liabilities: Accounts receivable 27 2 Other current and long-term assets ( 69 ) ( 58 ) Accounts payable and accrued compensation and benefits costs ( 33 ) ( 39 ) Other current and long-term liabilities ( 17 ) — Net change in income tax assets and liabilities 36 4 Net cash provided by (used in) operating activities 11 ( 2 ) Cash Flows from Investing Activities: Cost of additions to land, buildings and equipment ( 34 ) ( 14 ) Cost of additions to internal use software ( 16 ) ( 16 ) Proceeds from divestitures 323 1 Net cash provided by (used in) investing activities 273 ( 29 ) Cash Flows from Financing Activities: Payments on revolving credit facility ( 100 ) — Payments on debt ( 8 ) ( 23 ) Dividends paid on preferred stock ( 2 ) ( 2 ) Net cash provided by (used in) financing activities ( 110 ) ( 25 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1 ) ( 3 ) Increase (decrease) in cash, cash equivalents and restricted cash 173 ( 59 ) Cash, Cash Equivalents and Restricted Cash at Beginning of Period 420 458 Cash, Cash Equivalents and Restricted Cash at End of period (1) $ 593 $ 399 ___________ (1) Includes $ 5 million and $ 10 million of restricted cash as of March 31, 2022 and 2021, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 6 Table of Contents CONDUENT INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) Three Months Ended March 31, 2022 (in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1) Shareholders' Equity Balance at December 31, 2021 $ 2 $ 3,910 $ ( 2,351 ) $ ( 429 ) $ 1,132 Dividends - preferred stock, $ 20 /share — — ( 2 ) — ( 2 ) Stock incentive plans, net — 2 — — 2 Comprehensive Income (Loss): Net Income (Loss) — — 136 — 136 Other comprehensive income (loss), net — — — ( 6 ) ( 6 ) Total Comprehensive Income (Loss), Net — — 136 ( 6 ) 130 Balance at March 31, 2022 $ 2 $ 3,912 $ ( 2,217 ) $ ( 435 ) $ 1,262 Three Months Ended March 31, 2021 (in millions) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) AOCL (1) Shareholders' Equity Balance at December 31, 2020 $ 2 $ 3,899 $ ( 2,313 ) $ ( 398 ) $ 1,190 Dividends - preferred stock, $ 20 /share — — ( 2 ) — ( 2 ) Stock incentive plans, net — 3 — — 3 Comprehensive Income (Loss): Net Income (Loss) — — ( 11 ) — ( 11 ) Other comprehensive income (loss), net — — — ( 12 ) ( 12 ) Total Comprehensive Income (Loss), Net — — ( 11 ) ( 12 ) ( 23 ) Balance at March 31, 2021 $ 2 $ 3,902 $ ( 2,326 ) $ ( 410 ) $ 1,168 ___________ (1) AOCL - Accumulated other comprehensive loss. Refer to Note 11 – Accumulated Other Comprehensive Loss for the components of AOCL. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 7 Table of Contents Note 1 – Basis of Presentation References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise. Description of Business As one of the largest diversified business process services companies in the world, Conduent delivers mission-critical solutions and services on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through its dedicated people, processes and technologies, Conduent's services and solutions enhance customer experience, increase efficiencies, reduce costs and improve performance for most Fortune 100 companies and more than 500 government entities. Basis of Presentation The unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The year-end Condensed Consolidated Balance Sheet was derived from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Certain reclassifications have been made to prior year information to conform to current year presentation. Intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for a fair statement of the financial position, results of operations and cash flows have been made. These adjustments consist of normal recurring items. The interim results of operations are not necessarily indicative of the results of the full year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company has evaluated subsequent events through May 3, 2022 and no material subsequent events were identified. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to fair values of financial instruments, goodwill and intangible assets, income taxes and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although as of March 31, 2022, many government-imposed restrictions have been lightened or removed, the future impact of the COVID-19 pandemic continues to be highly uncertain. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future. CNDT Q1 2022 Form 10-Q 8 Table of Contents Contingencies and Litigation The Company is currently involved in various claims and legal proceedings. At least quarterly, it reviews the status of each significant matter and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The estimated losses are recorded within Litigation settlements (recoveries), net in the Company's income statement. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position. The Company's policy is to expense legal defense costs related to such matters as incurred. These costs are recorded within Selling, general and administrative expenses in the Company's income statement. Any insurance recoveries for litigation settlements and defense costs are recorded when such recoveries are deemed probable and collectability is reasonably assured. Such recoveries are recorded in the same financial statement line as the related costs to which the recoveries relate. Refer to Note 12 – Contingencies and Litigation to the Condensed Consolidated Financial Statements for additional information regarding loss contingencies. Goodwill For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. As of January 1, 2022, the Company underwent an internal reorganization in its Commercial reportable segment resulting in the previous four Commercial operating segments being combined into one single operating segment and reporting unit, led by a single segment manager. The Company considered the reorganization a triggering event and performed an interim qualitative goodwill impairment assessment of the reporting units before and after the reorganization and concluded no impairment existed at the time of change. Additionally, as part of this reorganization, certain clients were reassigned from the Government Services reportable segment to the Commercial reportable segment (refer to Note 4 – Segment Reporting to the Condensed Consolidated Financial Statements for additional information). This change resulted in less than 1% of goodwill being reallocated between the reporting units within the two reportable segments. Note 2 – Recent Accounting Pronouncements The Company's significant accounting policies are described in Note 1–Basis of Presentation and Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. New Accounting Standards Adopted The Company has not adopted any new accounting standards in 2022 that had a material impact on its Consolidated Financial Statements. CNDT Q1 2022 Form 10-Q 9 Table of Contents New Accounting Standards To Be Adopted The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on its Consolidated Financial Statements. Note 3 – Revenue Disaggregation of Revenue During the first quarter of 2022, certain clients were reclassified from the Government Services segment to the Commercial segment. Additionally, revenue for the Midas business divested in the first quarter of 2022 has been reclassified from the Commercial segment to the Divestitures segment. These changes have no impact on the timing of revenue recognition. All prior periods presented have been revised to reflect these changes. The following table provides information about disaggregated revenue by major service offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segment. Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments. Three Months Ended March 31, (in millions) 2022 2021 Commercial: Customer experience management $ 161 $ 161 Business operations solutions 151 142 Commercial healthcare solutions 90 94 Human resource and learning services 110 115 Total Commercial 512 512 Government Services: Government healthcare solutions 145 149 Government services solutions 141 165 Total Government Services 286 314 Transportation: Roadway charging & management services 76 83 Transit solutions 49 64 Curbside management solutions 19 18 Public safety solutions 16 17 Commercial vehicles 2 2 Total Transportation 162 184 Divestitures 7 18 Total Consolidated Revenue $ 967 $ 1,028 Timing of Revenue Recognition: Point in time $ 19 $ 32 Over time 948 996 Total Revenue $ 967 $ 1,028 Contract Balances The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are the Company’s rights to consideration for services provided when the right is conditioned on something other than passage of time (for example, meeting a milestone for the right to bill under the cost-to-cost measure of progress). Contract assets are transferred to Accounts receivable, net when the rights to consideration become unconditional. Unearned income includes payments received in advance of performance under the contract, which are realized when the associated revenue is recognized under the contract. CNDT Q1 2022 Form 10-Q 10 Table of Contents The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers: (in millions) March 31, 2022 December 31, 2021 Contract Assets (Unearned Income) Current contract assets $ 160 $ 154 Long-term contract assets (1) 9 8 Current unearned income ( 75 ) ( 82 ) Long-term unearned income (2) ( 47 ) ( 48 ) Net Contract Assets $ 47 $ 32 Accounts receivable, net $ 661 $ 699 __________ (1) Presented in Other long-term assets in the Condensed Consolidated Balance Sheets. (2) Presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets. Revenues of $ 35 million were recognized during the three months ended March 31, 2022 related to the Company's unearned income at December 31, 2021. Additionally, the Company recognized $ 7 million of revenue related to the unearned income of the divested Midas business for the three months ended March 31, 2022. Such amount was included in Liabilities Held for Sale on the December 31, 2021 consolidated balance sheet. Revenues of $ 58 million were recognized during the three months ended March 31, 2021 related to the Company's unearned income at December 31, 2020. The Company had no material asset impairment charges related to contract assets for the three months ended March 31, 2022 or 2021. Transaction Price Allocated to the Remaining Performance Obligations Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at March 31, 2022 was approximately $ 1.1 billion. The Company expects to recognize approximately 72 % of this revenue over the next two years and the remainder thereafter. Note 4 – Segment Reporting The Company's reportable segments correspond to how it organizes and manages the business, as defined by the Company's Chief Executive Officer, who is also the Company's Chief Operating Decision Maker (CODM). The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process. In the first quarter of 2022, the Company realigned certain clients between reportable segments to reflect how the Company currently manages its business. Certain clients were reclassified from the Government Services reportable segment to the Commercial reportable segment to align with a product view of the business. Additionally, in the first quarter of 2022, in order to provide greater visibility into the profitability of the Company's segments, certain real estate costs that were previously included in Unallocated Costs have been allocated to each of the reportable segments. As described in Note 5 – Assets/Liabilities Held for Sale and Divestiture, the Company sold its Midas Suite of patient safety, quality and advanced analytics solutions to a third party in the first quarter of 2022. Accordingly, the results of this disposed business, which had previously been reported in the Commercial segment have been reclassified to the Divestitures segment. All prior periods presented have been recast to reflect these changes. The Company's financial performance is based on Segment Profit/(Loss) for its three reportable segments (Commercial, Government Services and Transportation), Divestitures and Unallocated Costs. The Company's CODM does not evaluate operating segments using discrete asset information. CNDT Q1 2022 Form 10-Q 11 Table of Contents Commercial: The Commercial segment provides business process services and customized solutions to clients in a variety of industries. Across the Commercial segment, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for the Company's clients and their consumers and employees. Government Services: The Government Services segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance program administration, transaction processing and payment services. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations. Transportation: The Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, the Company delivers mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers. Divestitures includes the Company's Midas Suite of patient safety, quality and advanced analytics solutions which it sold to a third party in the first quarter of 2022. Refer to Note 5 – Assets/Liabilities Held for Sale and Divestiture for additional information. Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise application costs and certain corporate overhead expenses not directly attributable or allocated to the reportable segments. Selected financial information for the Company's reportable segments was as follows: Three Months Ended March 31, (in millions) Commercial Government Services Transportation Divestitures Unallocated Costs Total 2022 Revenue $ 512 $ 286 $ 162 $ 7 $ — $ 967 Segment profit (loss) $ 28 $ 75 $ 8 $ 2 $ ( 59 ) $ 54 2021 Revenue $ 512 $ 314 $ 184 $ 18 $ — $ 1,028 Segment profit (loss) $ 24 $ 85 $ 21 $ 9 $ ( 79 ) $ 60 (in millions) Three Months Ended March 31, Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2022 2021 Income (Loss) Before Income Taxes $ 210 $ ( 9 ) Reconciling items: Amortization of acquired intangible assets 6 40 Restructuring and related costs 9 13 Interest expense 19 13 (Gain) loss on divestitures and transaction costs ( 163 ) 2 Litigation settlements (recoveries), net ( 28 ) 1 Other (income) expenses, net 1 — Segment Pre-tax Income (Loss) $ 54 $ 60 Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments. CNDT Q1 2022 Form 10-Q 12 Table of Contents Note 5 – Assets/Liabilities Held for Sale and Divestiture Assets/Liabilities Held for Sale As of December 31, 2021, the sale of the Midas Suite of patient safety, quality and advanced analytics solutions to Symplr Software, Inc. had not yet closed. Accordingly, the assets and liabilities of this portfolio, collectively referred to as the Disposal Group, were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. As described below, the sale closed in the first quarter of 2022 and the assets and liabilities held for sale have been removed from the Company's Condensed Consolidated Balance Sheet. Divestiture On February 8, 2022, the Company completed the sale of its Midas Suite of patient safety, quality and advanced analytics solutions to Symplr Software, Inc. The Company received $ 321 million of cash consideration for this divestiture, subject to customary working capital adjustments. Working capital adjustments are expected to be finalized in the second quarter of 2022 and are not expected to be material. The divestiture generated a pre-tax gain of $ 165 million, which is included in (Gain) loss on divestitures and transaction costs. The Company recorded approximately $ 62 million of income taxes in connection with the divestiture. The revenue generated by this business was $ 7 million and $ 18 million for the three months ended March 31, 2022 and 2021, respectively. Note 6 – Restructuring Programs and Related Costs The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $ 4 million and $ 7 million for the three months ended March 31, 2022 and 2021, respectively. Management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed. Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements. A summary of the Company's restructuring program activity during the three months ended March 31, 2022 and 2021 is as follows: (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2021 $ 5 $ 1 $ — $ 6 Provision 1 4 4 9 Changes in estimates ( 1 ) — — ( 1 ) Total Net Current Period Charges (1) — 4 4 8 Charges against reserve and currency ( 4 ) ( 4 ) ( 4 ) ( 12 ) Accrued Balance at March 31, 2022 $ 1 $ 1 $ — $ 2 CNDT Q1 2022 Form 10-Q 13 Table of Contents (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2020 $ 3 $ 3 $ — $ 6 Provision — 8 3 11 Changes in estimates — 1 — 1 Total Net Current Period Charges (1) — 9 3 12 Charges against reserve and currency ( 2 ) ( 10 ) ( 3 ) ( 15 ) Accrued Balance at March 31, 2021 $ 1 $ 2 $ — $ 3 __________ (1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown. In addition, the Company recorded professional support costs associated with the implementation of certain strategic transformation programs of $ 1 million and $ 1 million for the three months ended March 31, 2022 and 2021, respectively. The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segment: Three Months Ended March 31, (in millions) 2022 2021 Commercial $ — $ — Government Services — — Transportation — — Divestitures — — Unallocated Costs (1) 8 12 Total Net Restructuring Charges $ 8 $ 12 __________ (1) Represents costs related to the consolidation of the Company's data centers, operating lease ROU assets impairment, termination and other costs not allocated to the segments. Note 7 – Debt Long-term debt was as follows: (in millions) March 31, 2022 December 31, 2021 2021 Term loan A due 2026 $ 262 $ 265 2021 Term loan B due 2028 514 515 2021 Senior notes due 2029 520 520 2021 Revolving credit facility maturing 2026 — 100 Finance lease obligations 14 16 Other 23 24 Principal debt balance 1,333 1,440 Debt issuance costs and unamortized discounts ( 26 ) ( 27 ) Less: current maturities ( 30 ) ( 30 ) Total Long-term Debt $ 1,277 $ 1,383 During the first quarter of 2022, the Company repaid $ 100 million that was outstanding as of December 31, 2021 under its 2021 Revolving Credit Facility maturing in 2026 (Revolver). As of March 31, 2022, the Company had no outstanding borrowings under its Revolver. However, the Company utilized $ 10 million of the Revolver to issue letters of credit. The net Revolver available to be drawn upon as of March 31, 2022 was $ 540 million. At March 31, 2022, the Company was in compliance with all debt covenants related to the borrowings in the table above. CNDT Q1 2022 Form 10-Q 14 Table of Contents Note 8 – Financial Instruments The Company is a global company that is exposed to foreign currency exchange rate fluctuations in the normal course of its business. As a part of the Company's foreign exchange risk management strategy, the Company uses derivative instruments, primarily forward contracts, to hedge the funding of foreign entities which have a non-dollar functional currency, thereby reducing volatility of earnings or protecting fair values of assets and liabilities. At March 31, 2022 and December 31, 2021, the Company had outstanding forward exchange contracts with gross notional values of $ 139 million and $ 150 million, respectively. At March 31, 2022, approximately 71 % of these contracts mature within three months, 11 % in three to six months, 14 % in six to twelve months and 4 % in greater than twelve months. Most of these foreign currency derivative contracts are designated as cash flow hedges and did not have a material impact on the Company's balance sheet, income statement or cash flows for the periods presented. Refer to Note 9 – Fair Value of Financial Assets and Liabilities for additional information regarding the fair value of the Company's foreign exchange forward contracts. Note 9 – Fair Value of Financial Assets and Liabilities Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2. (in millions) March 31, 2022 December 31, 2021 Assets: Foreign exchange contract - forward $ 1 $ 1 Total Assets $ 1 $ 1 Liabilities: Foreign exchange contracts - forward $ 1 $ 2 Total Liabilities $ 1 $ 2 Summary of Other Financial Assets and Liabilities The estimated fair values of other financial assets and liabilities were as follows: March 31, 2022 December 31, 2021 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value Liabilities: Long-term debt $ 1,277 $ 1,247 $ 1,383 $ 1,374 The fair value amounts for Cash and cash equivalents, Restricted cash, Accounts receivable, net and Short-term debt approximate carrying amounts due to the short-term maturities of these instruments. The fair value of Long-term debt was estimated using quoted market prices for identical or similar instruments (Level 2 inputs). CNDT Q1 2022 Form 10-Q 15 Table of Contents Note 10 – Employee Benefit Plans The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees participating in defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans, employees are permitted to contribute a portion of their salaries and bonuses to the plans. The Company, at its discretion, matches a portion of employee contributions. The Company recognized an expense related to its defined contribution plans of $ 5 million and $ 5 million for the three months ended March 31, 2022 and 2021, respectively. The balance sheet and income statement impacts of any remaining defined benefit plans are immaterial for all periods presented in these Condensed Consolidated Financial Statements. Note 11 – Accumulated Other Comprehensive Loss (AOCL) Below are the balances and changes in AOCL (1) : (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2021 $ ( 431 ) $ 2 $ — $ ( 429 ) Other comprehensive income (loss) ( 5 ) ( 1 ) — ( 6 ) Balance at March 31, 2022 $ ( 436 ) $ 1 $ — $ ( 435 ) (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2020 $ ( 400 ) $ 3 $ ( 1 ) $ ( 398 ) Other comprehensive income (loss) ( 11 ) ( 1 ) — ( 12 ) Balance at March 31, 2021 $ ( 411 ) $ 2 $ ( 1 ) $ ( 410 ) __________ (1) All amounts are net of tax. Tax effects were immaterial. Note 12 – Contingencies and Litigation As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of March 31, 2022. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period. CNDT Q1 2022 Form 10-Q 16 Table of Contents Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of March 31, 2022, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our former Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. The Court granted Class Certification on February 28, 2022. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves. Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC's (CBS) select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $ 23 million of notes from plaintiffs (Notes). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, Conduent filed a counterclaim against Skyview LLC (Skyview) seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. Conduent also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and it intends to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves. CNDT Q1 2022 Form 10-Q 17 Table of Contents Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs alleged actuarial negligence against Buck Consultants, LLC (Buck), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (StanCERA). Plaintiffs alleged that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to plaintiff's claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case was stayed pending the outcome of parallel litigation the plaintiffs were pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the Court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. In August 2018, the Company sold Buck; however, the Company retained this liability after the sale. On April 26, 2019, plaintiffs in the parallel litigation filed an appeal. On December 8, 2021, the appellate court affirmed the trial court’s decision, and the judgment became final on January 7, 2022. On January 18, 2022, Plaintiffs in the parallel litigation filed a petition for review to the California Supreme Court. On March 16, 2022, the California Supreme Court denied Plaintiffs’ petition, thereby foreclosing further avenues for Plaintiffs. Plaintiffs filed their Notice of Dismissal, which the Court entered on March 22, 2022. As a result, during the first quarter of 2022, the Company reversed the reserve pertaining to this matter. Conduent Business Services, LLC v. Cognizant Business Services Corporation: On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation (Cognizant) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS’s contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $ 150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $ 47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $ 25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $ 89 million. CBS will continue to vigorously defend itself against the counterclaims but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves. Other Matters During the first quarter of 2022, the Company entered into settlement agreements with six of its insurers under its 2012–2013 errors and omission insurance policy in which the Company agreed to resolve its claims for insurance coverage in connection with the previously disclosed State of Texas matter that settled in February 2019, as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. As a result of the settlement agreements entered with the insurers, the Company received an aggregate sum of $ 38 million, of which $ 14 million was recognized as defense costs recovery in Selling, general and administrative and $ 24 million was recognized in Litigation settlements (recoveries), net. CNDT Q1 2022 Form 10-Q 18 Table of Contents Since 2014, Xerox Education Services, Inc. (XES) has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (Department) and the Consumer Financial Protection Bureau (CFPB) that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of currently recorded reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs. Other Contingencies Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of March 31, 2022, the Company had $ 559 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $ 105 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support. Note 13 – Preferred Stock Series A Preferred Stock In December 2016, the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $ 120 million and an initial fair value of $ 142 million. The convertible preferred stock earns quarterly cash dividends at a rate of 8 % per year ($ 9.6 million per year). Each share of convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $ 22.25 per share of common stock), subject to customary anti-dilution adjustments. CNDT Q1 2022 Form 10-Q 19 Table of Contents Note 14 – Earnings (Loss) per Share The Company did not declare any common stock dividends in the periods presented. The following table sets forth the computation of basic and diluted earnings (loss) per share of common stock: Three Months Ended March 31, (in millions, except per share data in whole dollars and shares in thousands) 2022 2021 Basic Net Earnings (Loss) per Share: Net Income (Loss) $ 136 $ ( 11 ) Dividend - Preferred Stock ( 2 ) ( 2 ) Adjusted Net Income (Loss) Available to Common Shareholders - Basic $ 134 $ ( 13 ) Diluted Net Earnings (Loss) per Share: Net Income (Loss) $ 136 $ ( 11 ) Dividend - Preferred Stock — ( 2 ) Adjusted Net Income (Loss) Available to Common Shareholders - Diluted $ 136 $ ( 13 ) Weighted Average Common Shares Outstanding - Basic 215,503 212,250 Common Shares Issuable With Respect To: Restricted Stock And Performance Units / Shares 2,994 — 8% Convertible Preferred Stock 5,393 — Weighted Average Common Shares Outstanding - Diluted 223,890 212,250 Net Earnings (Loss) per Share: Basic $ 0.62 $ ( 0.06 ) Diluted $ 0.61 $ ( 0.06 ) The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands): Restricted stock and performance shares/units 2,698 11,011 Convertible preferred stock — 5,393 Total Anti-Dilutive and Contingently Issuable Securities 2,698 16,404 CNDT Q1 2022 Form 10-Q 20 Table of Contents Note 15 – Supplementary Financial Information The components of Other assets and Other liabilities were as follows: (in millions) March 31, 2022 December 31, 2021 Other Current Assets Prepaid expenses $ 121 $ 84 Income taxes receivable 11 46 Value-added tax (VAT) receivable 13 12 Restricted cash 5 5 Current portion of capitalized cloud computing implementation costs, net 6 6 Other 78 75 Total Other Current Assets $ 234 $ 228 Other Current Liabilities Accrued liabilities $ 232 $ 246 Litigation related accruals 54 64 Current operating lease liabilities 67 71 Restructuring liabilities 2 6 Income tax payable 17 10 Other taxes payable 17 14 Accrued interest 17 10 Other 20 22 Total Other Current Liabilities $ 426 $ 443 Other Long-term Assets Internal use software, net $ 184 $ 181 Deferred contract costs, net 78 73 Product software, net 95 93 Cloud computing implementation costs, net 7 8 Other 100 98 Total Other Long-term Assets $ 464 $ 453 Other Long-term Liabilities Income tax liabilities 12 15 Unearned income 47 48 Other 32 32 Total Other Long-term Liabilities $ 91 $ 95 Note 16 – Related Party Transactions In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Condensed Consolidated Statements of Income (Loss). CNDT Q1 2022 Form 10-Q 21 Table of Contents Transactions with related parties were as follows: Three Months Ended March 31, (in millions) 2022 2021 Revenue from related parties $ 3 $ 5 Purchases from related parties $ 5 $ 7 The Company's receivable and payable balances with related party entities were not material as of March 31, 2022 and December 31, 2021. CNDT Q1 2022 Form 10-Q 22 Table of Contents