What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-06 · 115 added, 165 removed, 187 unchanged (60% of the section changed)

9 unchanged sentences

The MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes.

We deliver digital business solutions and services to streamline and manage enterprise processes on behalf of commercial, government and transportation organizations – creating valuable outcomes for our clients and the millions of people who count on them.

Our solutions combine innovative technology platforms with automation, artificial intelligence, process expertise and services that improve quality, efficiency and productivity.

With a dedicated global team of approximately 55,000 associates, our solutions span customer service, business administration and operations, healthcare administration and payment management.

Across many industries and government agencies, we reduce costs, improve end-user experiences and enable digital transformation for our global clients.

Headquartered in Florham Park, New Jersey, we have operations in 24 countries.

We deliver digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on them.

We leverage cloud computing, artificial intelligence ("AI"), 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, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs.

Headquartered in Florham Park, New Jersey, we have operations in 24 countries as of March 31, 2025.

Our reportable segments correspond to how we organize and manage the business and are aligned to the industries in which our clients operate.

These three segments are:

• Commercial – Our Commercial segment provides business process solutions and services to clients in a variety of industries.

• Commercial – Our Commercial segment provides business process services that span our clients' businesses end-to-end from the front-office to the back-office for a variety of commercial industries.

These solutions are both cross-industry and industry-specific in nature.

Across the Commercial segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enhance performance for our clients and deliver better experiences for their consumers and employees.

• Government – Our Government segment provides government-centric business process services to U.S.

federal, state and local government agencies and foreign governments for public assistance, healthcare programs and administration, transaction processing and payment services.

The solutions in this segment help governments provide constituents access and delivery of benefits, respond to changing rules for eligibility and keep pace with increasing citizen expectations.

• Transportation – Our Transportation segment provides systems, support, and revenue-generating solutions, to government transportation agencies.

We deliver mission-critical mobility and digital payment solutions for public transit and road usage charging that streamline operations, increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers while reducing impact on the environment.

• Government – Our Government segment provides government-centric business process services and solutions to U.S.

federal, state, local and foreign governments for public assistance, healthcare programs and administration, transaction processing, payment services and case management.

In this segment, we help governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and shift in response to an evolving regulatory environment.

• Transportation – Our Transportation segment provides government agencies and transportation authorities around the world with systems, support and revenue-generating solutions serving toll and fare collections as well as mobility and digital payments that help streamline operations and increase revenue to government transportation agencies.

With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, while creating seamless travel experiences for consumers throughout transportation ecosystems.

CNDT Q1 2025 Form 10-Q

Executive Summary

During the first quarter of 2023, we held an investor briefing to communicate the next chapter in the Conduent journey.

Our intense emphasis on growth, quality, and efficiency, beginning in the first quarter of 2020, resulted in a strengthened foundation.

We remain focused on accelerating growth and enhancing value for our stakeholders and intend to achieve this by doubling down on key themes outlined in the March 2023 investor briefing.

We also intend to continue our portfolio rationalization strategy, divesting certain solutions which have either scarcity value outside of Conduent or are capital intensive relative to their growth opportunity, and thereby allowing management the bandwidth and increased capital to focus on solutions where we believe we have competitive advantages or higher growth expectations.

We believe this focus on our portfolio rationalization strategy will result in a more nimble and faster growing Conduent with modest levels of net leverage, enhanced valuation, and significant excess capital to be deployed over time.

During the third quarter of 2024 we achieved the following:

• Completed the sale of the Casualty Claims Solutions business on September 1, 2024 and received $224 million of cash consideration.

• Used the proceeds from the divested businesses to voluntarily prepay the entire remaining outstanding balance of $38 million of the Term Loan B and voluntarily prepaid $37 million of the Term Loan A.

• Repurchased 3.9 million shares of common stock during the quarter as part of the previously approved $75 million share repurchase program, which has now been completed.

• Appointed a new Group President of the Commercial segment and a new Head of Government Solutions.

Building on this solid foundation, during 2023, we held an investor briefing outlining our three-year strategy.

We continue to execute on this strategy and remain focused on accelerating growth and enhancing value for our stakeholders.

We intend to achieve this by doubling down on key themes outlined in the 2023 investor briefing including focusing on key growth areas within each of our businesses, continuing our portfolio rationalization strategy, divesting certain solutions which have either scarcity value outside of Conduent or are capital intensive relative to their growth opportunity, and taking a balanced approach to allocating capital including internal investments in our solutions, pre-paying debt and repurchasing common shares.

We believe this strategy has resulted and will continue to result in a more nimble and faster growing Conduent with modest levels of net leverage, enhanced valuation, and a stronger balance sheet.

2025 is the year in which we intend to complete the remaining commitment of $1 billion of deployable capital through further portfolio rationalization, achieving the financial 2025 exit rate targets we have been anchoring to throughout this 3-year journey, as well as demonstrating revenue growth in the remaining Conduent portfolio of businesses.

During the first quarter of 2025 we achieved the following:

• Began the second phase of our portfolio rationalization strategy to be executed in 2025, focusing on assets that are either capital intensive or have a negative impact on our earnings profile.

• Transitioned the tolling system for New York State to an innovative, cloud-based platform, benefiting both the Tolling Authorities and the millions of motorists who use the state's roadways.

The new platform, a first of its kind in the country, enables faster transactions, expanded payment options, simplified account management and improved customer experience.

The upgrade included a comprehensive redesign of the state’s tolling website and its mobile app for E-ZPass® and Tolls by Mail customers, giving them more control over managing their accounts.

In addition, the New York Tolling Authorities now have an integrated customer service phone number for all toll-related needs, plus additional payment and customer service options.

These include the ability for customers to message live agents, pay with Apple Pay or Google Pay, and request information or make changes to their accounts without needing to speak with a representative.

• In our Government segment, we are seeing opportunities at the intersection of two market trends:

the increased use of AI and the increased focus on fraud, waste and abuse in government benefits.

As communicated previously, one of our AI pilots, in collaboration with Microsoft, leverages traditional rules-based AI combined with GenAI to help prevent account take-over fraud in government benefit payments.

We have successfully moved this pilot into production, and, for the past few months, we have been using the solution to prevent fraud in our payments solution.

With this solution, we have been able to increase the volume of cases for fraud detection by 150% helping us prevent more fraud.

On January 13, 2025, the Company experienced an operational disruption and learned that a threat actor gained unauthorized access to a limited portion of the Company’s environment (the "cyber event").

Upon detection, the Company activated its cybersecurity response plan with the help of external cybersecurity experts to contain, assess, and remediate the incident.

The Company restored the affected systems and returned to normal operations within days, and in some cases, hours.

The disruption did not have a material impact to the Company’s operations.

As part of its ongoing investigation, the Company determined that the threat actor exfiltrated a set of files associated with a limited number of the Company’s clients.

Due to the complexity of the files, the Company engaged cybersecurity data mining experts to evaluate the exfiltrated data and was recently informed of its nature, scope and validity, confirming that the data sets contained a significant number of individuals’ personal information associated with our clients’ end-users.

The Company is continuing to further analyze and document the precise and detailed impact of the data exfiltrated, and clients are being informed as appropriate in order to determine next steps as required by federal and state law.

To the Company’s knowledge, the exfiltrated data has not been released on the dark web or otherwise publicly.

CNDT Q1 2025 Form 10-Q

While the Company did not experience material impacts to its operating environment or costs from the event itself, the Company has incurred and accrued material non-recurring expenses in the first quarter related to the event based on potential notification requirements.

The Company maintains a cyber insurance policy and has also notified federal law enforcement authorities of the incident.

It is possible that future risks and uncertainties resulting from the cyber event—including those related to impacted data, litigation, reputational harm, and regulatory actions—could adversely affect the Company’s financial condition or results of operations.

See also Part II, Item 1A (Risk Factors).

Financial Information and Analysis of Results of Operations

Three Months Ended

September 30, 2024 vs.

March 31, 2025 vs.

(in millions) 2025 2024 $ Change % Change

7 unchanged sentences

Interest expense 12 27 (15) (56) %

Goodwill impairment — 287 (287) n/m

(Gain) loss on divestitures and transaction costs, net 3 (161) 164 n/m

6 unchanged sentences

Net Income (Loss) $ (51) $ 99 $ (150)

CNDT Q3 2024 Form 10-Q

Nine Months Ended

September 30, 2024 vs.

(in millions) 2024 2023 $ Change % Change

Revenue $ 2,556 $ 2,769 $ (213) (8) %

Operating Costs and Expenses

Cost of services (excluding depreciation and amortization) 2,068 2,148 (80) (4) %

Selling, general and administrative (excluding depreciation and amortization) 346 344 2 1 %

Research and development (excluding depreciation and amortization) 4 5 (1) (20) %

Depreciation and amortization 157 199 (42) (21) %

Restructuring and related costs 21 49 (28) (57) %

Interest expense 62 82 (20) (24) %

Goodwill impairment — 287 (287) n/m

(Gain) loss on divestitures and transaction costs, net (696) 8 (704) n/m

Litigation settlements (recoveries), net 6 (22) 28 (127) %

Loss on extinguishment of debt 6 — 6 n/m

Other (income) expenses, net (4) (3) (1) 33 %

Total Operating Costs and Expenses 1,970 3,097 (1,127)

Income (Loss) Before Income Taxes 586 (328) 914

Income tax expense (benefit) 148 (26) 174

Net Income (Loss) $ 438 $ (302) $ 740

Revenue for the three months ended September 30, 2024 decreased compared to the prior year period, approximately two thirds of which was due to the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Excluding the divestitures impact, lost business and lower volumes contributed to the decrease and were partially offset by new business ramp, particularly in our Commercial and Transportation segments.

Revenue for the nine months ended September 30, 2024 decreased, compared to the prior year period, approximately three quarters of which was due to the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Excluding the divestitures impact, lost business across our three segments was partially offset by new business ramp, including the State of Victoria contract.

Revenue for the three months ended March 31, 2025 decreased compared to the prior year period, approximately 54% of which was due to the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Excluding the divestitures impact, lost business and lower Commercial volumes contributed to the decrease and were partially offset by new business ramp, particularly in our Commercial and Transportation segments.

Cost of Services (excluding depreciation and amortization)

Cost of services for the three months ended September 30, 2024 decreased, compared to the prior year period, primarily due to the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Cost of services for the three months ended March 31, 2025 decreased, compared to the prior year period, primarily due to the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Excluding the divestitures impact, lower expenses on lower revenues and cost optimizations contributed to the decline.

Cost of services for the nine months ended September 30, 2024 decreased, compared to the prior year period, over half of which was primarily driven by the impact of the Benefit Wallet Transfer and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Excluding the divestitures impact, lower expenses on lower revenues and cost optimizations contributed to the decrease and were partially offset by the absence of a $17 million reversal of liabilities due to the settlement of the Cognizant matter in the prior year period described in Note 16 – Contingencies and Litigation to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K.

Selling, General and Administrative ("SG&A") (excluding depreciation and amortization)

SG&A for the three months ended September 30, 2024 was unchanged, compared to the prior year period.

SG&A for the three months ended March 31, 2025 increased, compared to the prior year periods, primarily driven by $25 million of direct response costs related to the cyber event.

This was partially offset by a $9 million benefit from the recovery of legal costs from one of our insurance carriers related to the previously disclosed State of Texas matter that settled in February 2019 as well as cost efficiencies in our corporate functions.

CNDT Q1 2025 Form 10-Q

SG&A for the nine months ended September 30, 2024 increased, compared to the prior year periods, primarily driven by costs to transition away from a technology vendor, partially offset by the impact of the sales of the Curbside Management and Public Safety Solutions business.

Depreciation and Amortization

Depreciation and amortization for the three months ended September 30, 2024 decreased, compared to the prior year period due to the impact of the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses and a prior year write-off of an abandoned internal use software asset in our Commercial segment totaling $25 million, stemming from management's decision to abandon an internal use software product and a decision by a customer to not implement a product software solution.

Depreciation and amortization for the nine months ended September 30, 2024 decreased, compared to the prior year period due to the impact of the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses, the prior year write-off of an internal use software asset in our Commercial segment as noted above and lower capital investments.

Depreciation and amortization for the three months ended March 31, 2025 decreased, compared to the prior year period due to the impact of fully amortized assets still in use and the sales of the Curbside Management and Public Safety Solutions and Casualty Claims Solutions businesses.

Restructuring and Related Costs

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

3 unchanged sentences

Restructuring and related costs $ 4 $ 9

Restructuring and related costs for the nine months ended September 30, 2024 decreased compared to the prior year period.

The decrease is primarily driven by severance and related costs due to the closure of one of our Commercial segment operations in Europe in the prior year period as well as lower facilities downsizing costs in the current year.

Refer to Note 6 – Restructuring Programs and Related Costs to the Condensed Consolidated Financial Statements for additional information regarding our restructuring programs.

1 unchanged sentence

Interest expense represents interest on long-term debt and the amortization of debt issuance costs.

Interest expense for the three and nine months ended September 30, 2024 decreased, compared to the prior year periods primarily due to voluntary prepayments of the entire Term Loan B balance outstanding and a portion of the Term Loan A balance with proceeds from divestitures.

Interest expense for the three months ended March 31, 2025 decreased, compared to the prior year periods primarily due to the 2024 voluntary prepayments of the entire Term Loan B balance outstanding and a portion of the Term Loan A balance with proceeds from divestitures.

(Gain) Loss on Divestitures and Transaction Costs

The completion of the BenefitWallet Transfer resulted in a gain of $425 million for the nine months ended September 30, 2024.

The completion of the sale of the Curbside Management and Public Safety businesses in the second quarter of 2024 resulted in a gain of $108 million for the nine months ended September 30, 2024.

The completion of the sale of the Casualty Claims Solutions business in the third quarter of 2024 resulted in a gain of $195 million for the three and nine months ended September 30, 2024.

Additionally, professional fees and other costs related to these consummated and certain other non-consummated transactions considered by the Company are included in this financial statement line item for all periods.

The completion of the first tranche of the BenefitWallet Transfer in the first quarter of 2024 resulted in a gain of $164 million for the three months ended March 31, 2024.

Additionally, professional fees and other costs related to certain consummated and non-consummated transactions considered by the Company are included in this financial statement line item for all periods.

Litigation Settlements (Recoveries), Net

Litigation settlements (recoveries), net for the nine months ended September 30, 2023 primarily consisted of a $26 million reversal of reserves due to the settlement of the Cognizant matter.

Litigation settlements (recoveries), net for the three months ended March 31, 2025 and 2024 were not material.

The effective tax rate for the three months ended March 31, 2025 was 9.0%, compared to 21.9% for the three months ended March 31, 2024.

The March 31, 2025 rate was lower than the U.S.

statutory rate of 21%, due primarily to geographic mix of income, valuation allowances recorded on net deferred tax assets and discrete tax items.

The effective tax rate for the three months ended March 31, 2024 was higher than the U.S.

statutory rate of 21% due primarily to incremental tax from geographic mix of income and state taxes partially offset by tax benefit from valuation allowance and audit settlement reserve releases.

Excluding the impact of amortization, restructuring, divestiture, reserves for the Direct response costs - cyber event, valuation allowances and discrete tax items, the normalized effective tax rate for the three months ended March 31, 2025 was 23.9%.

The normalized effective tax rate for the three months ended March 31, 2024 was 22.2%, due primarily to excluding the impact of the BenefitWallet Transfer, restructuring costs, amortization of intangible assets, litigation reserve, audit settlement reserve release, valuation allowance and other discrete tax items.

The normalized effective tax rate for the three months ended March 31, 2025 was higher than the rate for the three months ended March 31, 2024 due primarily to the geographic mix of income.

CNDT Q1 2025 Form 10-Q

The effective tax rate for the three months ended September 30, 2024 was 22.2%, compared to 7.8% for the three months ended September 30, 2023.

The September 30, 2024 rate was higher than the U.S.

statutory rate of 21%, primarily due to state and local taxes, geographic mix of income, and other discrete tax items, partially offset by a favorable permanent difference on gains from divestitures.

The effective tax rate for the three months ended September 30, 2023 was lower than the U.S.

statutory rate of 21% primarily due to permanently non-deductible amounts related to the book goodwill impairment and changes in the geographic mix of income.

Excluding the impact of the gains from divestitures, restructuring costs, amortization of intangibles, valuation allowance and other discrete tax adjustments, the normalized effective tax rate for the three months ended September 30, 2024 was 12.5%.

The normalized effective tax rate for the three months ended September 30, 2023 was (6.1)%, primarily due to excluding the impact of restructuring costs, amortization of intangible assets and goodwill impairment.

The normalized effective tax rate for the three months ended September 30, 2024 was higher than the rate for the three months ended September 30, 2023 primarily due to higher pre-tax loss and the geographic mix of income.

The effective tax rate for the nine months ended September 30, 2024 was 25.2%, compared to 7.8% for the nine months ended September 30, 2023.

The September 30, 2024 rate was higher than the U.S.

statutory rate of 21%, primarily due to state and local taxes and geographic mix of income, partially offset by favorable permanent difference on gain from divestitures, tax benefit from valuation allowances and audit settlement reserve releases.

The effective tax rate for the nine months ended September 30, 2023 was lower than the U.S.

statutory rate of 21%, primarily due to permanently non-deductible amounts related to the book goodwill impairment, the geographic mix of income and the charge for valuation allowances.

Excluding the impact of the gains from divestitures, restructuring costs, amortization of intangible assets, litigation reserve, audit settlement reserve release, valuation allowance and other discrete tax items, the normalized effective tax rate for the nine months ended September 30, 2024 was 19.7%.

The normalized effective tax rate for the nine months ended September 30, 2023 was (158.4)%, primarily due to excluding the impact of goodwill impairment, amortization of intangible assets, restructuring costs, litigation reserve releases and certain discrete tax items.

The September 30, 2023 rate was anomalous due to the small adjusted pre-tax loss and tax, which was a result of geographic mix of income and valuation allowances against losses in certain jurisdictions resulting in no tax benefit.

The normalized effective tax rate for the nine months ended September 30, 2024 was higher than the rate for the nine months ended September 30, 2023 primarily due to the geographic mix of income and higher pre-tax loss.

In 2021, the Organization for Economic Cooperation and Development released model rules for a 15% global minimum tax, known as Pillar Two.

6 unchanged sentences

• Transportation.

Divestitures includes our BenefitWallet and Casualty Claims Solutions businesses (both of which were reclassified from our Commercial segment) and our Curbside Management and Public Safety Solutions businesses (which was reclassified from our Transportation segment).

Divestitures include our BenefitWallet Portfolio and our Casualty Claims Solutions businesses (both of which were reclassified from our Commercial segment) and our Curbside Management and Public Safety Solutions businesses (which was reclassified from our Transportation segment).

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 our reportable segments.

CNDT Q1 2025 Form 10-Q

Results of financial performance by segment were:

Results of our financial performance were:

Three Months Ended

September 30,

(in millions) Commercial Government Transportation Divestitures Unallocated Costs Total

Revenue $ 385 $ 255 $ 141 $ 26 $ — $ 807

Commercial Government Transportation Divestitures Unallocated Costs Total

(in millions) Reportable Segments

Segment revenue $ 402 $ 216 $ 133 $ — $ — $ 751

Segment profit (loss) $ 16 $ 28 $ (2) $ — $ (78) $ (36)

Segment depreciation and amortization $ 24 $ 10 $ 8 $ — $ 6 $ 48

Direct response costs - cyber event $ — $ — $ — $ — $ 25 $ 25

Adjusted EBITDA $ 40 $ 38 $ 6 $ — $ (47) $ 37

1 unchanged sentence

Adjusted EBITDA Margin 10.0 % 17.6 % 4.5 % — % — % 4.9 %

Revenue $ 397 $ 290 $ 144 $ 101 $ — $ 932

Segment Revenue $ 419 $ 258 $ 144 $ 100 $ — $ 921

Segment profit (loss) $ 19 $ 42 $ (6) $ 24 $ (72) $ 7

3 unchanged sentences

Adjusted EBITDA Margin 10.7 % 21.3 % 0.7 % 20.4 % — % 7.5 %

Nine Months Ended

September 30,

(in millions) Commercial Government Transportation Divestitures Unallocated Costs Total

Revenue $ 1,192 $ 758 $ 426 $ 180 $ — $ 2,556

Segment profit (loss) $ 48 $ 130 $ (15) $ 35 $ (213) $ (15)

Segment depreciation and amortization $ 68 $ 34 $ 19 $ 13 $ 21 $ 155

(in millions) Three Months Ended

Adjusted EBITDA and Segment Profit (Loss) Reconciliation to Income (Loss) Before Income Taxes 2025 2024

Adjusted EBITDA $ 37 $ 69

% of Total Revenue 46.6 % 29.7 % 16.7 % 7.0 % — % 100.0 %

Adjusted EBITDA Margin 9.7 % 21.6 % 0.9 % 26.7 % — % 5.5 %

Revenue $ 1,245 $ 824 $ 400 $ 300 $ — $ 2,769

Segment profit (loss) $ 13 $ 224 $ (11) $ 76 $ (224) $ 78

Reconciling items:

Segment depreciation and amortization (48) (62)

Adjusted EBITDA $ 112 $ 255 $ 9 $ 96 $ (197) $ 275

% of Total Revenue 45.0 % 29.8 % 14.4 % 10.8 % — % 100.0 %

Adjusted EBITDA Margin 9.0 % 30.9 % 2.3 % 32.0 % — % 9.9 %

CNDT Q3 2024 Form 10-Q

(in millions) Three Months Ended

September 30, Nine Months Ended

September 30,

Segment Profit (Loss) Reconciliation to Income (Loss) Before Income Taxes 2024 2023 2024 2023

Income (Loss) Before Income Taxes $ 159 $ (313) $ 586 $ (328)

Direct response costs - cyber event (25) —

Segment Profit (Loss) $ (36) $ 7

Reconciling items:

2 unchanged sentences

Interest expense (12) (27)

Goodwill impairment — 287 — 287

(Gain) loss on divestitures and transaction costs (188) 3 (696) 8

Litigation settlements (recoveries) 1 — 6 (22)

Loss on extinguishment of debt — (2)

(Gain) loss on divestitures and transaction costs, net (3) 161

Litigation settlements (recoveries), net (2) (4)

Other (income) expenses, net 1 2

Segment Profit (Loss) $ (8) $ 11 $ (15) $ 78

Segment depreciation and amortization (including contract inducements) 44 81 $ 155 $ 197

Adjusted EBITDA $ 36 $ 92 $ 140 $ 275

Income (Loss) Before Income Taxes $ (56) $ 127

Commercial Segment

Commercial revenue for the three months ended September 30, 2024 declined compared to the prior year period, driven by lower volumes, partially offset by new business ramp outpacing lost business.

Commercial revenue for the nine months ended September 30, 2024 declined compared to the prior year period, driven by lost business and lower volumes, partially offset by new business ramp.

Commercial revenue for the three months ended March 31, 2025 declined compared to the prior year period, driven by lower volumes, partially offset by new business ramp outpacing lost business.

Segment Profit and Adjusted EBITDA

Commercial segment profit and adjusted EBITDA for the three and nine months ended September 30, 2024 increased compared to the prior year periods primarily due to new business ramp and cost efficiencies, partially offset by the impact of lost business and lower volumes.

Commercial segment profit and adjusted EBITDA for the three months ended March 31, 2025 decreased compared to the prior year period primarily due to lower volumes and a higher proportion of fixed technology overhead, partially offset by cost efficiencies.

Commercial segment profit also benefited from the impact of lower depreciation due to the prior year write-off of internal use software and fully amortized assets.

CNDT Q1 2025 Form 10-Q

Government Segment

Government revenue for the three and nine months ended September 30, 2024 decreased, compared to the prior year periods, primarily driven by lost business in our Government Healthcare business and lower volumes in our Government Services business due to the change in funding mechanism for the Electronic Benefits Transfer ("EBT") programs.

Government revenue for the three months ended March 31, 2025 decreased, compared to the prior year periods, primarily driven by lost business in our Government Healthcare business and some discrete negative impacts from the establishment of reserves for service level disputes.

Segment Profit and Adjusted EBITDA

Government segment profit and adjusted EBITDA for the three months ended September 30, 2024 decreased compared to the prior year period primarily due to lost business and the lower volumes mentioned above.

Government segment profit and adjusted EBITDA for the nine months ended September 30, 2024 decreased compared to the prior year periods primarily due to the impact of lost business, lower volumes and the absence of a $17 million reversal of liabilities due to the settlement of the Cognizant matter in the prior year period and unfavorable revenue mix.

CNDT Q3 2024 Form 10-Q

Government segment profit and adjusted EBITDA for the three months ended March 31, 2025 decreased compared to the prior year period primarily due to the revenue drivers mentioned above partially offset by cost efficiencies and lower expenses driven by our fraud prevention activities in our Government Services business resulting from the investments we have been making in AI.

Transportation Segment

Transportation revenue for the three months ended September 30, 2024 declined slightly compared to the prior year period, primarily due to lower small project activity.

New business ramp outpaced losses and a Tolling customer price decline.

In addition, operational performance improved with less impact from extended implementation timelines compared to the prior year period.

Transportation revenue for the nine months ended September 30, 2024 increased compared to the prior year period, primarily driven by the ramp of new business and improved operational performance with fewer delays from extended implementation timelines compared to the prior year period, partially offset by lost business, the price decline noted above and lower volumes.

Transportation revenue for the three months ended March 31, 2025 declined compared to the prior year period, primarily due to the non-retained portion of a Tolling contract offset by incremental revenue in the retained portion of the same contract related to the go-live of our congestion charging back office solution, as well as reduced activities from our smaller projects.

Segment Profit and Adjusted EBITDA

Transportation segment profit and adjusted EBITDA for the three and nine months ended September 30, 2024 were slightly lower due to the non-retained portion of a Tolling contract, partially offset by improved operational performance and reduced impact from extended implementation timelines compared to the prior year period.

Transportation segment profit and adjusted EBITDA for the three months ended March 31, 2025 increased due to the absence of costs to transition the non-retained portion of a Tolling contract, partially offset by the revenue drivers mentioned above.

Revenue, Segment Profit and Adjusted EBITDA

The decrease in revenue, segment profit and Adjusted EBITDA for the three and nine months ended September 30, 2024 was due to the BenefitWallet portfolio, the Curbside Management and Public Safety Solutions businesses and Casualty Claims Solutions businesses being included in the full three and nine months of the prior year period whereas their results were only included until the date of their transfer and sale, as applicable, in 2024.

The decrease in revenue, segment profit and Adjusted EBITDA for the three months ended March 31, 2025 as compared to the prior year period was due to the transfer of the BenefitWallet portfolio, and the sale of the Curbside Management and Public Safety Solutions businesses and Casualty Claims Solutions businesses in 2024.

Unallocated Costs

Unallocated Costs for the three and nine months ended September 30, 2024 decreased compared to the prior year periods primarily due to lower technology costs.

Unallocated Costs for the three months ended March 31, 2025 increased compared to the prior year periods primarily due to the Direct response costs - cyber event, partially offset by a $9 million recovery of legal costs from one of our insurance carriers related to the previously disclosed State of Texas matter that settled in February 2019 as well as cost efficiencies in our corporate functions.

We use metrics to evaluate our business, determine the allocation of our resources, make decisions regarding corporate strategies and evaluate forward-looking projections and trends affecting our business.

2 unchanged sentences

The metrics for all periods presented below have been recast to remove the activity related to the BenefitWallet Portfolio and the Curbside Management and Public Safety Solutions businesses.

CNDT Q1 2025 Form 10-Q

Signings are defined as estimated future revenues from contracts signed during the period, including renewals of existing contracts.

3 unchanged sentences

New business Annual Contract Value ("ACV") is calculated as TCV divided by the contract term, in months, multiplied by 12 for an annual measure.

CNDT Q3 2024 Form 10-Q

Signing information for the three and nine months ended September 30, 2024 and 2023 is as follows:

Signing information for the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended

September 30, 2024 vs.

($ in millions) 2024 (3)

$ Change % Change

New business ACV $ 111 $ 141 $ (30) (21) %

New business TCV $ 235 $ 266 $ (31) (12) %

Renewals TCV 659 434 225 52 %

Total Signings $ 894 $ 700 $ 194 28 %

Annual recurring revenue signings (1)

$ 63 $ 53 $ 10 19 %

Non-recurring revenue signings (2)

$ 50 $ 96 $ (46) (48) %

Nine Months Ended

September 30, 2024 vs.

March 31, 2025 vs.

($ in millions) 2025 2024 (3)

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(2) Non-recurring revenue signings are for contracts shorter than one year.

(3) Adjusted to remove Curbside Management and Public Safety Solutions businesses and Casualty Claims Solutions business new business signings.

The total new business pipeline at the end of September 30, 2024 and 2023 was $21.2 billion and $21.4 billion, respectively.

Total new business pipeline is defined as total new business TCV pipeline of deals in all sell stages.

(3) Adjusted to remove new business signings of the Curbside Management and Public Safety Solutions businesses and Casualty Claims Solutions business.

The total new business pipeline at the end of March 31, 2025 and 2024 was $3.2 billion and $2.7 billion, respectively.

Total new business pipeline is defined as total new business ACV pipeline of deals at or beyond the qualified prospect stage.

Beginning in the first quarter of 2025, we transitioned our measure of sales pipeline from TCV to ACV to align with our primary sales metric.

This extends past the next twelve-month period to include total pipeline, excluding the impact of divested business as required.

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(in millions) Net ARR Activity metric

September 30, 2024 $ 46

June 30, 2024 (47)

March 31, 2025 $ 116

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September 30, 2024 46

CNDT Q3 2024 Form 10-Q

June 30, 2024 (47)

March 31, 2024 6

Capital Resources and Liquidity

As of September 30, 2024 and December 31, 2023, total cash and cash equivalents were $393 million and $498 million, respectively.

As of March 31, 2025 and December 31, 2024, total cash and cash equivalents were $277 million and $366 million, respectively.

We also have a $550 million revolving line of credit for our various cash needs, of which $10 million was used for letters of credit.

The net amount available to be drawn upon under our revolving line of credit as of September 30, 2024, was $539 million.

As of September 30, 2024, our total principal debt outstanding was $753 million, of which $26 million was due within one year.

The net amount available to be drawn upon under our revolving line of credit as of March 31, 2025, was $540 million.

CNDT Q1 2025 Form 10-Q

As of March 31, 2025, our total principal debt outstanding was $657 million, of which $26 million was due within one year.

Refer to Note 7 – Debt in the Condensed Consolidated Financial Statements for additional debt information.

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The following table summarizes our cash flows, as reported in our Condensed Consolidated Statement of Cash Flows in the accompanying Condensed Consolidated Financial Statements:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2025 2024 Better (Worse)

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Operating activities

The net increase in cash used in operating activities of $58 million, compared to the prior year period, was primarily due to lower Adjusted EBITDA and a decrease in days payable outstanding, partially offset by lower interest payments.

We expect significant cash tax payments in the fourth quarter of 2024 due to gains on divestitures.

The net increase in cash used in operating activities of $21 million, compared to the prior year period, was primarily due to a $22 million United States federal tax refund related to the 2018 tax year received in the first quarter of 2024.

Investing activities

Investing cash flow increased by $825 million mainly due to $823 million of proceeds received from the divestitures.

Investing cash flow decreased by $160 million mainly due to $164 million of proceeds received from the BenefitWallet Portfolio transfer in the first quarter of 2024.

Financing activities

The increase in cash used in financing activities was due to the voluntary prepayment of $539 million of debt using the proceeds received from the recent divestitures, as well as the repurchase of $182 million of treasury stock, including the $132 million purchased from the Icahn Parties.

The decrease in cash used in financing activities was due to the voluntary prepayment of $164 million of debt using the proceeds received from the BenefitWallet Portfolio transfer in the first quarter of 2024.

Additionally, the prior year included $17 million of treasury stock purchases under the program that was completed in September 2024.

Sales of Accounts Receivable

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Cash proceeds from this arrangement are included in cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows.

The net impact from the sales of accounts receivable on net cash provided by (used in) operating activities for the nine months ended September 30, 2024 and 2023 was $(4) million and $(14) million, respectively.

The net impact from the sales of accounts receivable on net cash provided by (used in) operating activities for the three months ended March 31, 2025 and 2024 was $3 million and $(8) million, respectively.

Material Cash Requirements from Contractual Obligations

We believe our balances of cash and cash equivalents, which totaled $393 million as of September 30, 2024, along with cash generated by operations and amounts available for borrowing under our 2021 Revolving Credit Facility, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.

CNDT Q3 2024 Form 10-Q

At September 30, 2024, the Company’s material cash requirements include debt, leases and estimated purchase commitments.

We believe our balances of cash and cash equivalents, which totaled $277 million as of March 31, 2025, along with cash generated by operations and amounts available for borrowing under our revolving credit facility, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.

At March 31, 2025, the Company’s material cash requirements include debt, leases and estimated purchase commitments.

See Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operation of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on our material cash requirements.

CNDT Q1 2025 Form 10-Q

Critical Accounting Estimates and Policies

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GAAP requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Condensed Consolidated Financial Statements and notes thereto.

There have been no significant changes during the nine months ended September 30, 2024 to our critical accounting estimates and policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

There have been no significant changes during the three months ended March 31, 2025 to our critical accounting estimates and policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Changes

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Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our strategic transformation program.

CNDT Q3 2024 Form 10-Q

• Goodwill impairment.

This represents goodwill impairment charges related to entering the agreement to transfer the BenefitWallet Portfolio.

This represents goodwill impairment charges arising from annual or interim goodwill testing.

• (Gain) loss on divestitures and transaction costs.

Represents (gain) loss on divested businesses and transaction costs.

• Litigation settlements (recoveries), net represents settlements or recoveries for various matters subject to litigation.

This represents (gain) loss on divested businesses and transaction costs.

CNDT Q1 2025 Form 10-Q

• Litigation settlements (recoveries), net.

This represents settlements or recoveries for various matters subject to litigation.

• Loss on extinguishment of debt.

This represents write-off of 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 insignificant (income) expenses and other adjustments.

This includes Other (income) expenses, net on the Condensed Consolidated Statements of Income (Loss) and other adjustments.

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis