[Part I. Financial Information](index=7&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements) Verint's unaudited Q1 2022 financial statements are presented, detailing balance sheets, operations, cash flows, and accounting notes [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Verint's total assets decreased to **$2.20 billion** from **$2.36 billion**, mainly due to reduced cash and treasury stock purchases Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | April 30, 2022 | January 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $285,046 | $358,805 | | Goodwill | $1,327,444 | $1,353,421 | | **Total Assets** | **$2,201,041** | **$2,361,105** | | **Liabilities & Equity** | | | | Total current liabilities | $439,874 | $479,466 | | Long-term debt | $407,402 | $406,954 | | **Total Liabilities** | **$929,267** | **$970,205** | | **Total Stockholders' Equity** | **$835,453** | **$954,579** | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2022 total revenue increased **8.5%** to **$217.9 million**, but operating income declined, leading to a **$4.9 million** net loss Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$217,906** | **$200,904** | | Recurring Revenue | $159,367 | $144,453 | | Nonrecurring Revenue | $58,539 | $56,451 | | **Gross Profit** | **$141,171** | **$128,564** | | **Operating Income** | **$498** | **$4,442** | | Net Income | $574 | $1,094 | | **Net Loss Attributable to Common Shares** | **($4,914)** | **($2,523)** | | **Diluted Net Loss Per Share** | **($0.08)** | **($0.04)** | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2022 operating cash flow was **$53.9 million**, but financing activities, primarily stock repurchases, resulted in a **$73.7 million** net cash decrease Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $53,926 | $29,702 | | Net cash (used in) provided by investing activities | ($7,207) | $39,273 | | Net cash used in financing activities | ($118,030) | ($20,056) | | **Net (decrease) increase in cash** | **($73,742)** | **$49,137** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies and financial results, covering the Cognyte spin-off, Apax investment, cloud shift, debt, and litigation - On February 1, 2021, Verint completed the spin-off of its former Cyber Intelligence Solutions business into a separate public company, Cognyte Software Ltd. Verint no longer consolidates Cognyte's financial results after this date[37](index=37&type=chunk) - An affiliate of Apax Partners completed its **$400 million** investment with the purchase of **$200 million** in Series B Preferred Stock on April 6, 2021, following an initial **$200 million** Series A investment in May 2020[39](index=39&type=chunk) - The company is involved in ongoing litigation, including the CTI Litigation inherited from a merger and an Unfair Competition Litigation related to its ForeSee acquisition. The company believes the claims are without merit but notes a reasonably possible loss exposure[219](index=219&type=chunk)[228](index=228&type=chunk)[235](index=235&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses Q1 2022 results: **8%** revenue growth to **$217.9 million** (cloud-driven), operating income decline due to expenses, and covers liquidity - The company has adopted a hybrid work model and is exiting certain office leases, which resulted in **$7.6 million** of accelerated lease expense and other asset impairments in Q1 2022[242](index=242&type=chunk) - Key market trends benefiting Verint include the acceleration of digital transformation, changes in the workforce shaping the future of work, and elevated customer expectations[249](index=249&type=chunk) - The Russia-Ukraine conflict is not expected to have a material impact on business, as customers in the affected regions represent an immaterial portion of revenue and assets[245](index=245&type=chunk) [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Q1 2022 total revenue grew **8%** to **$217.9 million** (cloud-driven), but operating expenses increased **17%**, leading to lower operating income Revenue by Category (in thousands) | Revenue Category | Q1 2022 | Q1 2021 | % Change | | :--- | :--- | :--- | :--- | | **Total Cloud Revenue** | **$110,643** | **$80,050** | **38%** | | - Bundled SaaS | $49,285 | $39,309 | 25% | | - Unbundled SaaS | $45,445 | $24,283 | 87% | | Support Revenue | $48,724 | $64,403 | (24)% | | **Total Recurring Revenue** | **$159,367** | **$144,453** | **10%** | | **Total Nonrecurring Revenue** | **$58,539** | **$56,451** | **4%** | | **Total Revenue** | **$217,906** | **$200,904** | **8%** | - Selling, general and administrative (SG&A) expenses increased **17%** to **$102.9 million**, largely due to **$7.6 million** in accelerated facility costs from exiting office leases and a **$7.2 million** increase in employee compensation[279](index=279&type=chunk) - The shift to cloud is evident as cloud revenue increased by **$30.6 million** while support revenue from on-premises solutions decreased by **$15.7 million**[263](index=263&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) Verint's cash decreased to **$285.8 million** due to **$105.7 million** in stock repurchases, despite **$53.9 million** operating cash flow - The company repurchased **2,000,000 shares** of common stock for **$105.7 million** during the quarter under its authorized stock repurchase program for fiscal year 2023[322](index=322&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended April 30, 2022 | | :--- | :--- | | Net cash provided by operating activities | $53,926 | | Net cash used in investing activities | ($7,207) | | Net cash used in financing activities | ($118,030) | | **Net decrease in cash** | **($73,742)** | - Cash held by foreign subsidiaries was **$157.6 million** as of April 30, 2022, which the company intends to continue to indefinitely reinvest abroad[304](index=304&type=chunk)[305](index=305&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Verint faces market risks from interest rates, foreign currency, and inflation, with fixed-rate notes and a variable-rate term loan - The company's **$100.0 million** Term Loan carries a variable interest rate, exposing it to interest rate fluctuations. A hypothetical **10%** change in rates would not have a material impact[362](index=362&type=chunk) - The company is monitoring the impact of the planned phase-out of LIBOR, as its Credit Agreement borrowings are based on it. The transition to an alternative rate like SOFR is being evaluated[364](index=364&type=chunk) - The fair value of the **$315.0 million** 0.25% convertible notes is subject to interest rate and market risk, but changes in fair value do not impact the financial statements as they are not carried at fair value[361](index=361&type=chunk) [Controls and Procedures](index=73&type=section&id=Item%204.%20Controls%20and%20Procedures) CEO and CFO concluded disclosure controls were effective as of April 30, 2022, with no material changes to internal financial reporting controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of April 30, 2022[368](index=368&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[369](index=369&type=chunk) [Part II. Other Information](index=74&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 15 for detailed information on legal proceedings, including the CTI Litigation and Unfair Competition Litigation - For information regarding legal proceedings, the report directs readers to Note 15, "Commitments and Contingencies" in the financial statements[373](index=373&type=chunk) [Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2022 - There have been no material changes to the Risk Factors described in the Annual Report on Form 10-K for the year ended January 31, 2022[374](index=374&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Verint repurchased **2,000,000** common shares for **$105.6 million** at **$52.81** per share under its fiscal year 2023 stock repurchase program Share Repurchase Activity (Feb 1, 2022 - Apr 30, 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Feb 2022 | 1,500,000 | $52.11 | | Mar 2022 | 0 | N/A | | Apr 2022 | 500,000 | $54.94 | | **Total** | **2,000,000** | **$52.81** | - The board of directors authorized a stock repurchase program for the fiscal year ending January 31, 2023, initially for **1,500,000 shares**, and later increased by an additional **500,000 shares**[376](index=376&type=chunk) [Exhibits](index=77&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including management compensation agreements, CEO/CFO certifications, and XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Section 302 of the Sarbanes-Oxley Act[384](index=384&type=chunk) - The filing includes Interactive Data Files (XBRL Instance Document, Schema, Calculation, etc.) as required[384](index=384&type=chunk)

| --- | --- | |-----------------------------------------------------------------------|-------| | | | | | | | | | | | | | Boundless Customer Engagement ™ FYE22 Fourth Quarter Conference Call | | | MARCH 29, 2022 | | Disclaimers Forward Looking Statements This presentation contains "forward-looking statements," including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking state ...

Verint Systems Inc. (NASDAQ:VRNT) Q4 2022 Earnings Conference Call March 29, 2022 4:30 PM ET Company Participants Matthew Frankel – Investor Relations and Corporate Development Dan Bodner – Chief Executive Officer Doug Robinson – Chief Financial Officer Conference Call Participants Peter Levine – Evercore Ryan MacDonald – Needham and Company Dan Bergstrom – RBC Capital Brian Essex – Goldman Sachs Tim Horan – Oppenheimer Operator Good day, ladies and gentlemen. Thank you for standing by, and welcome to Verin ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-34807 Verint Systems Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 11-3200514 (State or Other Jurisdiction of Incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-34807 Verint Systems Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 11-3200514 (State or Other Jurisdicti ...

© 2021 Verint Systems Inc. All Rights Reserved Worldwide. FYE22 Third Quarter Conference Call Boundless Customer EngagementTM December 2, 2021 VERINT. Disclaimers Forward Looking Statements This presentation contains "forward-looking statements," including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based ...

Verint Systems Inc. (NASDAQ:VRNT) Q3 2022 Earnings Conference Call December 2, 2021 4:30 PM ET Company Participants Matthew Frankel - Investor Relations Dan Bodner - Chief Executive Officer Doug Robinson - Chief Financial Officer Alan Roden - Chief Corporate Development Officer Conference Call Participants Ryan MacDonald - Needham Dan Ives - Wedbush Peter Levine - Evercore Samad Samana - Jefferies Brian Essex - Goldman Sachs Dan Bergstrom - RBC Capital Markets Operator Good day and thank you for standing by ...

Financial Data and Key Metrics Changes - The company reported strong second-quarter results with revenues and diluted EPS exceeding expectations, leading to an increase in annual guidance for both metrics [9][20] - Non-GAAP cloud revenue grew by 44% year-over-year, while total non-GAAP revenue increased by 5% year-over-year [11][26] - New PLE bookings saw a 22% year-over-year growth, with SaaS contributing to over half of the software bookings [25][20] Business Line Data and Key Metrics Changes - New PLE bookings from SaaS increased to 53% in Q2, up from 51% in Q1, indicating a continued shift towards cloud solutions [10][20] - The company achieved 20 SaaS deals over $1 million TCV in Q2, a 100% increase year-over-year [10][20] - The remaining performance obligations (RPO) increased by 29% year-over-year, reflecting strong future revenue potential [27] Market Data and Key Metrics Changes - The company noted a significant increase in cloud deal closures compared to the previous year, with improved close rates and win ratios [36] - The market is shifting towards digital engagement, with increasing demand for messaging and digital channels, as traditional telephony interactions remain flat [40][62] Company Strategy and Development Direction - The company is focused on enhancing its open cloud platform, which is designed to integrate seamlessly with existing enterprise ecosystems [12][14] - The acquisition of Conversocial aims to expand the functionality of the cloud platform, particularly in digital messaging [39][76] - The company anticipates continued growth in cloud adoption, with expectations for revenue growth to accelerate as it crosses the midpoint of its cloud transition [21][56] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to achieve accelerated revenue growth, supported by strong first-half results and a robust pipeline [22][56] - The company is navigating a tight labor market but has successfully hired talent globally, maintaining operational stability [90][93] - Management highlighted the importance of providing flexible solutions to customers, allowing them to innovate without being constrained by legacy systems [47][72] Other Important Information - The company raised its annual guidance for new PLE bookings growth to 15% and cloud revenue growth to 35% [20][28] - The Conversocial acquisition is expected to contribute approximately $6 million in revenue for the remainder of the year, with no impact on EPS [74] Q&A Session Summary Question: Are pipelines more predictable today versus where we were when we entered the year? - Management indicated that while there was a large pipeline last year, the current year has seen better close rates and a higher number of cloud deals [36] Question: Can you discuss the strategic rationale behind the Conversocial acquisition? - The acquisition aims to enhance the cloud platform's functionality, allowing customers to utilize messaging applications seamlessly [39] Question: What type of up-sell or cross-sell is generally seen when customers move to the cloud? - Customers often convert existing solutions to the cloud while also expanding their use of new cloud solutions, leading to strong renewal rates [46] Question: How much of the installed base has moved to true cloud contact center vendors? - A significant portion of customers has moved to the cloud, with many decoupling decisions between applications and infrastructure [68] Question: What is the expected impact of the tight labor market on the financial model? - While the labor market is challenging, the company has managed to hire effectively and does not anticipate significant impacts on the cost structure [90][93]

© 2021 Verint Systems Inc. All Rights Reserved Worldwide. FYE22 Second Quarter Conference Call Boundless Customer EngagementTM September 9, 2021 VERINT. Disclaimers Forward Looking Statements This presentation contains "forward-looking statements," including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are bas ...

[Cautionary Note on Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20on%20Forward-Looking%20Statements) The report contains forward-looking statements subject to known and unknown risks, with actual results potentially differing materially from expectations - Macroeconomic uncertainties, including **COVID-19 impact on IT spending**[11](index=11&type=chunk) - Challenges in the **transition to cloud**, emphasizing subscription renewal rates and potential result variability[11](index=11&type=chunk) - Risks from **aggressive competition**, reliance on **third-party suppliers**, and **significant international operations**[11](index=11&type=chunk)[13](index=13&type=chunk) - Risks from the **Cognyte spin-off**, including unachieved benefits or unexpected liabilities[13](index=13&type=chunk) [Part I. Financial Information](index=7&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited Q2 2021 financial statements show post-spin-off performance, with reduced assets and liabilities, recurring revenue growth, and significant financing activities [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of July 31, 2021, total assets decreased to **$2.28 billion** from **$3.26 billion** post-Cognyte spin-off, with cash and total liabilities also significantly reduced Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | July 31, 2021 | January 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $320,439 | $585,273 | | Total current assets | $572,495 | $1,277,742 | | Goodwill | $1,335,816 | $1,327,407 | | Total assets | $2,278,019 | $3,261,295 | | **Liabilities & Equity** | | | | Total current liabilities | $391,617 | $1,163,439 | | Long-term debt | $405,873 | $402,781 | | Total liabilities | $897,030 | $1,773,262 | | Total stockholders' equity | $944,668 | $1,282,564 | [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2021 total revenue grew **5.2%** to **$214.6 million** driven by recurring revenue, but operating income declined to **$11.5 million** due to higher expenses, with net loss from continuing operations significantly narrowed Key Operating Results (in thousands) | Metric | Q2 2021 | Q2 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $214,617 | $204,080 | $415,521 | $389,945 | | Recurring Revenue | $156,178 | $139,267 | $300,631 | $268,337 | | Gross Profit | $142,050 | $137,179 | $270,614 | $252,141 | | Operating Income | $11,537 | $21,573 | $15,979 | $19,532 | | Net Income (Loss) from Continuing Operations | $5,316 | $(9,370) | $6,410 | $(23,788) | | Net (Loss) Attributable to Common Shares | $(200) | $6,010 | $(2,723) | $(4) | Net Loss Per Share from Continuing Operations | Metric | Q2 2021 | Q2 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Basic EPS | $0.00 | $(0.19) | $(0.04) | $(0.42) | | Diluted EPS | $0.00 | $(0.18) | $(0.04) | $(0.42) | [Condensed Consolidated Statements of Cash Flows](index=15&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Six months ended July 31, 2021, saw operating cash flow decrease to **$26.9 million**, investing activities provide **$27.4 million**, and financing activities use **$421.9 million** for debt settlements, repayments, and share repurchases, offset by new debt and preferred stock Summary of Cash Flows - Continuing Operations (Six Months Ended July 31, in thousands) | Cash Flow Category | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,853 | $98,123 | | Net cash provided by (used in) investing activities | $27,390 | $(62,789) | | Net cash (used in) provided by financing activities | $(421,912) | $287,284 | [Notes to Condensed Consolidated Financial Statements](index=18&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the **Cognyte spin-off**, **$200 million Apax investment**, new revenue disaggregation, ASU 2020-06 adoption for convertible instruments, and the post-quarter acquisition of Conversocial for **$48.4 million** - **Cognyte Software Ltd. spin-off** completed on February 1, 2021, with its financial results now presented as discontinued operations[42](index=42&type=chunk)[62](index=62&type=chunk) - **Apax Partners completed a $200.0 million investment** in Series B convertible preferred stock on April 6, 2021[44](index=44&type=chunk)[152](index=152&type=chunk) - Adoption of **ASU No. 2020-06** simplified accounting for convertible instruments, eliminating the separation of debt and equity components[58](index=58&type=chunk)[59](index=59&type=chunk) - Post-quarter, Verint acquired **Conversocial Limited** for approximately **$48.4 million in cash** on August 23, 2021[253](index=253&type=chunk)[254](index=254&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=62&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition to a pure-play customer engagement firm post-Cognyte spin-off, highlighting strong cloud demand, **5% YoY revenue growth**, decreased operating income from resumed investments, and significant capital restructuring [Overview](index=62&type=section&id=Overview) Post-**Cognyte spin-off**, the company transformed into a pure-play customer engagement entity, securing a **$400 million Apax Partners investment** and acquiring Conversocial, driven by strong cloud demand and digital transformation - **Cognyte Software Ltd. spin-off** completed on February 1, 2021, establishing the company as a pure-play customer engagement entity[258](index=258&type=chunk) - **Apax Partners completed a total $400 million investment** with a second **$200 million tranche** via Series B Preferred Stock on April 6, 2021[262](index=262&type=chunk) - **Conversocial acquired** on August 23, 2021, to enhance messaging platform capabilities[264](index=264&type=chunk) - Improved demand for **cloud solutions** driven by accelerated digital transformation, addressing the 'Engagement Capacity Gap'[266](index=266&type=chunk)[269](index=269&type=chunk) [Results of Operations](index=64&type=section&id=Results%20of%20Operations) Q2 FY22 revenue grew **5% YoY to $214.6 million**, driven by **12% recurring revenue** and **49% cloud revenue surge**, while operating income declined to **$11.5 million** due to increased SG&A and R&D expenses Revenue by Category - Q2 (Three Months Ended July 31, in thousands) | Revenue Category | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | **Recurring Revenue** | | | | | Total cloud revenue | $93,256 | $62,557 | 49% | | Support revenue | $62,922 | $76,710 | (18)% | | **Total Recurring** | **$156,178** | **$139,267** | **12%** | | **Nonrecurring Revenue** | | | | | Perpetual revenue | $32,349 | $35,829 | (10)% | | Professional services | $26,090 | $28,984 | (10)% | | **Total Nonrecurring** | **$58,439** | **$64,813** | **(10)%** | | **Total Revenue** | **$214,617** | **$204,080** | **5%** | - Operating income decrease primarily due to **$13.7 million (18%) increase in SG&A** and **$1.7 million (5%) increase in R&D, net**[277](index=277&type=chunk)[306](index=306&type=chunk)[309](index=309&type=chunk) - Increased operating expenses resulted from higher employee compensation, contractor costs, and stock-based compensation, contrasting with prior-year COVID-19 cost reductions[306](index=306&type=chunk)[309](index=309&type=chunk) [Liquidity and Capital Resources](index=77&type=section&id=Liquidity%20and%20Capital%20Resources) Capital restructuring included issuing **$315 million in convertible notes** and receiving **$198.7 million from preferred stock**, used to settle **$386.9 million in 2014 Notes**, repay **$309 million of term loan**, repurchase **$75.4 million in stock**, and terminate an interest rate swap - Issued **$315.0 million of 0.25% convertible senior notes due 2026** with capped call transactions to reduce potential dilution[343](index=343&type=chunk)[364](index=364&type=chunk)[369](index=369&type=chunk) - Received **$198.7 million in net proceeds** from Series B Preferred Stock issuance to Apax Partners[357](index=357&type=chunk) - Proceeds and cash used to settle **$389.8 million in 2014 Notes**, repay **$309.0 million of the 2017 Term Loan**, and terminate an interest rate swap for **$16.5 million**[357](index=357&type=chunk)[374](index=374&type=chunk)[384](index=384&type=chunk)[395](index=395&type=chunk) - Repurchased approximately **1.6 million shares of common stock for $75.4 million** under a new program authorized in March 2021[363](index=363&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=86&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks are interest rate changes on variable-rate debt and foreign currency fluctuations, with exposure reduced by **$309.0 million term loan repayment** and **$16.5 million swap termination**, while monitoring LIBOR phase-out - Exposed to **interest rate risk** on its 2017 Credit Agreement, with variable rates based on LIBOR[405](index=405&type=chunk) - An interest rate swap was **terminated early on April 13, 2021, for a $16.5 million payment** after significant term loan repayment, mitigating risk[406](index=406&type=chunk) - Monitoring the planned **phase-out of LIBOR** after 2021/2023 and the transition to alternative rates such as SOFR[407](index=407&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%204.%20Controls%20and%20Procedures) As of July 31, 2021, the CEO and CFO concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded **disclosure controls and procedures were effective** as of July 31, 2021[411](index=411&type=chunk) - No material changes occurred to the company's **internal control over financial reporting** during the quarter[412](index=412&type=chunk) [Part II. Other Information](index=88&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=88&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in an ongoing Israeli legal action concerning stock options, a liability from the 2013 CTI merger, with indemnification rights from Mavenir Inc. and Cognyte - Verint is party to an **Israeli legal action** inherited from the 2013 CTI merger, concerning alleged damages related to stock option exercise suspensions[245](index=245&type=chunk)[247](index=247&type=chunk) - The company is entitled to **indemnification from Mavenir Inc.** and from **Cognyte** for potential losses not covered by Mavenir[247](index=247&type=chunk)[251](index=251&type=chunk) [Risk Factors](index=88&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to risk factors previously disclosed in the company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q - **No material changes** to previously disclosed risk factors[417](index=417&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=88&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2, Verint issued approximately **1.25 million unregistered shares** to settle 2014 Notes conversion premium, offset by receiving approximately **1.29 million shares** from convertible note hedge exercises - Issued approximately **1,250,000 unregistered shares** to settle the 2014 Notes conversion premium[418](index=418&type=chunk) - Received **1,292,671 shares of common stock** from exercising convertible note hedge transactions, offsetting dilution from note conversion[418](index=418&type=chunk)[419](index=419&type=chunk) [Exhibits](index=90&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include CEO and CFO certifications and XBRL data files - Exhibits include **CEO and CFO certifications** (31.1, 31.2, 32.1, 32.2) and **XBRL interactive data files** (101 series)[427](index=427&type=chunk)