CONDUENT INCORPORATED (NYSE:CNDT) Files An 8-K Results of Operations and Financial Condition

On May 10, 2017, Registrant released its first quarter 2017
earnings and is furnishing to the Securities and Exchange
Commission a copy of the earnings press release as Exhibit 99.1
to this Report under Item 2.02 of Form 8-K.

The information contained in Item 2.02 of this Report and in
Exhibit 99.1 and Exhibit 99.2 to this Report shall not be deemed
filed with the Commission for purposes of Section 18 of the
Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section.

Exhibit 99.1 and Exhibit 99.2 to this Report contain certain
financial measures that are considered non-GAAP financial
measures as defined in the SEC rules. Exhibit 99.1 and Exhibit
99.2 to this Report also contain the reconciliation of these
non-GAAP financial measures to their most directly comparable
financial measures calculated and presented in accordance with
generally accepted accounting principles, as well as the reasons
why Registrants management believes that presentation of the
non-GAAP financial measures provides useful information to
investors regarding Registrants results of operations and, to the
extent material, a statement disclosing any other additional
purposes for which Registrants management uses the non-GAAP
financial measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Forward Looking Statements

This report and any exhibits to this Report may contain
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. The words anticipate, believe,
estimate, expect, intend, will, should and similar expressions, as
they relate to us, are intended to identify forward-looking
statements. These statements reflect Management’s current beliefs,
assumptions and expectations and are subject to a number of factors
that may cause actual results to differ materially. Such factors
include, but are not limited to: termination rights contained in
our government contracts; our ability to renew commercial and
government contracts awarded through competitive bidding processes;
our ability to recover capital and other investments in connection
with our contracts; our ability to attract and retain necessary
technical personnel and qualified subcontractors; our ability to
deliver on our contractual obligations properly and on time;
competitive pressures; our significant indebtedness; changes in
interest in outsourced business process services; our ability to
obtain adequate pricing for our services and to improve our cost
structure; claims of infringement of third-party intellectual
property rights; the failure to comply with laws relating to
individually identifiable information, and personal health
information and laws relating to processing certain financial
transactions, including payment card transactions and debit or
credit card transactions; breaches of our security systems and
service interruptions; our ability to estimate the scope of work or
the costs of performance in our contracts; our ability to collect
our receivables for unbilled services; a decline in revenues from
or a loss or failure of significant clients; fluctuations in our
non-recurring revenue; our failure to maintain a satisfactory
credit rating; our ability to attract and retain key employees;
increases in the cost of telephone and data services or significant
interruptions in such services; our failure to develop new service
offerings; our ability to receive dividends or other payments from
our subsidiaries; changes in tax and other laws and regulations;
changes in government regulation and economic, strategic, political
and social conditions; changes in U.S. GAAP or other applicable
accounting policies; and other factors that are set forth in the
Risk Factors section, the Legal Proceedings section, the
Management’s Discussion and Analysis of Financial Condition and
Results of Operations section and other sections in our 2016 Annual
Report on Form 10-K filed with the Securities and Exchange
Commission. Any forward-looking statements made by us in this
report speak only as of the date on which they are made. We are
under no obligation to, and expressly disclaim any obligation to,
update or alter our forward-looking statements, whether as a result
of new information, subsequent events or otherwise.