Forward-Looking Statements

Unless otherwise indicated, the terms "Envestnet," the "Company," "we," "us" and "our" refer to Envestnet, Inc. and its subsidiaries as a whole.



This quarterly report on Form 10-Q for the quarter ended June 30, 2022
("Quarterly Report") contains forward-looking statements regarding future events
and our future results within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, in particular,
statements about our plans, strategies and prospects under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". These statements are based on our current expectations and
projections about future events and are identified by terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "expected,"
"intend," "will," "may," or "should" or the negative of those terms or
variations of such words, and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer to
projections of our future financial performance, our anticipated growth and
trends in our business and other characteristics of future events or
circumstances are forward-looking statements. The potential risks, uncertainties
and other factors that could cause actual results to differ from those expressed
by the forward-looking statements in this Quarterly Report include, but are not
limited to,

•a pandemic or health crisis, including the COVID-19 pandemic;
•the conflict between Russia and Ukraine including related sanctions, and their
impact on the global economy and capital markets;
•the concentration of our revenues from the delivery of our solutions and
services to clients in the financial services industry;
•our reliance on a limited number of clients for a material portion of our
revenue;
•the renegotiation of fees by our clients;
•changes in the estimates of fair value of reporting units or of long-lived
assets;
•the amount of our debt and our ability to service our debt;
•limitations on our ability to access information from third parties or charges
for accessing such information;
•the targeting of some of our sales efforts at large financial institutions and
large financial technology ("FinTech") companies which prolongs sales cycles,
requires substantial upfront sales costs and results in less predictability in
completing some of our sales;
•changes in investing patterns on the assets on which we derive revenue and the
freedom of investors to redeem or withdraw investments generally at any time;
•the impact of fluctuations in market conditions and interest rates on the
demand for our products and services and the value of assets under management or
administration;
•our ability to keep up with rapid technological change, evolving industry
standards or changing requirements of clients;
•risks associated with our international operations;
•the competitiveness of our solutions and services as compared to those of
others;
•liabilities associated with potential, perceived or actual breaches of
fiduciary duties and/or conflicts of interest;
•harm to our reputation;
•our ability to successfully identify potential acquisition candidates, complete
acquisitions and successfully integrate acquired companies;
•our ability to successfully execute the conversion of clients' assets from
their technology platform to our technology platforms in a timely and accurate
manner;
•the failure to protect our intellectual property rights;
•our ability to introduce new solutions and services and enhancements;
•our ability to maintain the security and integrity of our systems and
facilities and to maintain the privacy of personal information and potential
liabilities for data security breaches;
•the effect of privacy laws and regulations, industry standards and contractual
obligations and changes to these laws, regulations, standards and obligations on
how we operate our business and the negative effects of failure to comply with
these requirements;
•regulatory compliance failures;
•failure by our customers to obtain proper permissions or waivers for our use of
disclosure of information;
•adverse judicial or regulatory proceedings against us;
•failure of our solutions, services or systems, or those of third parties on
which we rely, to work properly;
•potential liability for use of inaccurate information by third parties provided
by us;
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•the occurrence of a deemed "change of control";
•the uncertainty of the application and interpretation of certain tax laws;
•issuances of additional shares of common stock or issuances of shares of
preferred stock or convertible securities on our existing stockholders;
•general economic, political and regulatory conditions;
•global events, natural disasters, environmental disasters, terrorist attacks
and pandemics, including their impact on the economy and trading markets; and
•management's response to these factors.

In addition, there may be other factors of which we are presently unaware or
that we currently deem immaterial that could cause our actual results to be
materially different from the results referenced in the forward-looking
statements. All forward-looking statements contained in this Quarterly Report
and documents incorporated herein by reference are qualified -in their entirety
by this cautionary statement. Forward-looking statements speak only as of the
date they are made, and we do not intend to update or otherwise revise the
forward-looking statements to reflect events or circumstances after the date of
this Quarterly Report or to reflect the occurrence of unanticipated events,
except as required by applicable law. If we do update one or more
forward-looking statements, no inference should be made that we will make
additional updates with respect to those or other forward-looking statements.

Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations.



These forward-looking statements involve risks and uncertainties. Important
factors that could cause actual results to differ materially from the
forward-looking statements we make in this Quarterly Report are set forth in
Part I, Item 1A."Risk Factors" in our annual report on Form 10-K for the year
ended December 31, 2021 (the "2021 Form 10-K"); accordingly, investors should
not place undue reliance upon our forward-looking statements. We undertake no
obligation to update any of the forward-looking statements after the date of
this report to conform those statements to reflect the occurrence of
unanticipated events, except as required by applicable law.

You should read this Quarterly Report and the 2021 Form 10-K completely and with
the understanding that our actual future results, levels of activity,
performance and achievements may be different from what we expect and that these
differences may be material. We qualify all of our forward-looking statements by
these cautionary statements.

The following discussion and analysis should also be read along with our
condensed consolidated financial statements and the related notes included
elsewhere in this Quarterly Report and the consolidated financial statements and
related notes included in our 2021 Form 10-K. Except for the historical
information contained herein, this discussion contains forward-looking
statements that involve risks and uncertainties. Actual results could differ
materially from those discussed below.

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Overview

Envestnet, through its subsidiaries, is transforming the way financial advice
and insight are delivered. Our mission is to empower financial advisors and
service providers with innovative technology, solutions and intelligence.
Envestnet has been a leader in helping transform wealth management, working
towards our goal of expanding a holistic financial wellness ecosystem so that
our clients can deliver an intelligent financial life to their clients
("Intelligent Financial Life").

More than 6,500 companies, including 16 of the 20 largest U.S. banks, 47 of the
50 largest wealth management and brokerage firms, over 500 of the largest
registered investment advisers ("RIAs"), and hundreds of FinTech companies,
leverage Envestnet technology and services that help drive better outcomes for
enterprises, advisors and their clients.

Through a combination of platform enhancements, partnerships and acquisitions,
Envestnet uniquely provides a financial network connecting technology, solutions
and data, delivering better intelligence and enabling its customers to drive
better outcomes.

Envestnet, a Delaware corporation originally founded in 1999, serves clients
from its headquarters based in Berwyn, Pennsylvania as well as other locations
throughout the United States, India and other international locations.

We also operate five registered investment advisers ("RIAs") registered with the
U.S. Securities and Exchange Commission ("SEC"). We believe that our business
model results in a high degree of recurring and predictable financial results.

Recent Developments

Russia and Ukraine Conflict

In February 2022, military conflict escalated between Russia and Ukraine which
continues as of the date of this quarterly report. The uncertainty over the
extent and duration of the ongoing conflict continues to cause disruptions to
businesses and markets worldwide. The extent of the effect on our financial
performance will continue to depend on future developments, including the extent
and duration of the conflict, economic sanctions imposed, further governmental
and private sector responses and the timing and extent normal economic
conditions resume, all of which are uncertain and difficult to predict. Although
we are unable to estimate the overall financial effect of the conflict at this
time, as the conflict continues, it could have a material adverse effect on our
business, results of operations, financial condition and cash flows. As of June
30, 2022, these condensed consolidated financial statements do not reflect any
adjustments as a result of the conflict.

Credit Agreement Amendment



On February 4, 2022, we entered into a Third Amended and Restated Credit
Agreement (the "Third Credit Agreement") with a group of banks. The Third Credit
Agreement amends and restates, in its entirety, our prior Amended and Restated
Credit Agreement, dated as of July 18, 2017, as amended (the "Prior Credit
Agreement").

The Third Credit Agreement amended certain provisions under the Prior Credit
Agreement to, among other things, (i) extend the maturity of loans and the
revolving credit commitments, (ii) reduce the interest rate payable on the loans
and (iii) increase capacity and flexibility under certain of the negative
covenants.

The Third Credit Agreement provides, subject to certain customary conditions,
for a revolving credit facility (the "Credit Facility"), in an aggregate amount
of $500.0 million, with a $20.0 million sub-facility for letters of credit.

The Credit Facility matures on February 4, 2027.



Outstanding loans under the Credit Facility accrue interest, at Envestnet's
option, at a rate equal to either (i) a base rate plus an applicable margin
ranging from 0.25% to 1.75% per annum or (ii) an adjusted Term Secured Overnight
Financing Rate ("SOFR") plus an applicable margin ranging from 1.25% to 2.75%
per annum, based upon the total net leverage ratio, as calculated pursuant to
the Third Credit Agreement. The undrawn portion of the commitments under the
Credit Facility is subject to a commitment fee at a rate ranging from 0.25% to
0.30% per annum, based upon the total net leverage ratio as calculated pursuant
to the Credit Agreement.

The obligations of Envestnet under the Third Credit Agreement are guaranteed by
substantially all of Envestnet's domestic subsidiaries and are secured by a
first-priority lien on substantially all of the personal property (other than
intellectual property) of Envestnet and the guarantors, subject to certain
exclusions.
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In connection with entering the Third Credit Agreement, we capitalized $1.9 million of new issuance costs and wrote off $0.6 million of existing deferred financing charges.



Accelerated Investment Plan

In February 2021, we announced that we would be accelerating our investment in our ecosystem, to fulfill our strategy of:

•Capturing more of the addressable market; •Modernizing the digital engagement marketplace; and •Opening the platform.



We expect to incur an additional $35 to $40 million over the remainder of 2022
as we continue to invest in our ecosystem. The majority of these charges will be
recorded to compensation and benefits expense in our condensed consolidated
statement of operations. For the six months ended June 30, 2022, we recorded
approximately $22 million of compensation and benefit expense related to this
plan.

Procurement of Technology Solutions



On April 1, 2022, we entered into a purchase agreement with a privately held
company to acquire the technology solutions being developed by this privately
held company for a purchase price of $9.0 million, including an advance of
$4.0 million. This advance is included in other non-current assets in the
condensed consolidated balance sheets.

Office Closures



In April 2022, in response to changing needs and an increase in employees
working remotely, we closed three offices in the United States. We are currently
exploring alternative uses for these properties, including sublease options. In
connection with these closures, we recognized $3.7 million of losses on asset
retirements in the three and six months ended June 30, 2022 which are included
in general and administration expense in the condensed consolidated statement of
operations. Additionally, we recognized $13.0 million of lease restructuring
costs in the three and six months ended June 30, 2022 which are included in
general and administration expense in the condensed consolidated statement of
operations.

Investment in Privately Held Company



On May 20, 2022, we acquired a 25.0% interest in a privately held company for
cash consideration of $5.0 million. Subject to the occurrence of certain
conditions, we agreed to invest up to an additional $10.0 million for additional
units in the future. We use the equity method of accounting to record our
portion of this privately held company's net income or loss on a one quarter lag
from the actual results of operations. We use the equity method of accounting
because of our less than 50% ownership interest and lack of control and we do
not otherwise exercise control over the significant economic and operating
decisions of the privately held company.

Acquisition of 401kplans.com

On May 31, 2022, we acquired 401kplans.com LLC ("401kplans.com"). 401kplans.com has been integrated into the Envestnet Wealth Solutions segment.

401kplans.com provides a digital 401(k) retirement plan marketplace that streamlines retirement plan distribution and due diligence among financial advisors and third-party administrators. The acquisition demonstrates our commitment to the retirement plan industry and is expected to create a more seamless experience and enhance productivity for advisors by helping them shop, compare and select the best-fitting 401(k) plan for their client.

In connection with the 401kplans.com acquisition, we paid estimated consideration of $14.5 million, net of cash acquired, subject to certain post-closing adjustments. We funded the acquisition with cash on hand.


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Dilution gain on equity method investee share issuance



We have an ownership interest in a privately held company that is accounted for
under the equity method. During the six months ended June 30, 2022, we funded a
$2.5 million convertible loan to this privately held company. During the three
months ended June 30, 2022, this privately held company raised additional
preferred equity which reduced our ownership to 41.0% and our convertible loan
was converted. As a result of this transaction, we recorded a $6.9 million
dilution gain during the three months ended June 30, 2022, which is included in
other income (expense), net in the condensed consolidated statements of
operations.

Acquisition of Truelytics



On July 1, 2022, we acquired Truelytics, Inc. ("Truelytics"). The acquisition of
Truelytics aligns with our strategy to further connect our ecosystem by creating
transformative progress for our advisors and clients. Truelytics is an Advisor
Transition Management platform and the first end-to-end data-driven system to
help wealth management and insurance enterprises attract, grow, and retain
advisory businesses, while also reducing the costs related to advisor
transitions. The Truelytics platform combines our data, analytics, and wealth
technology to further support advisors across the ecosystem. We expect to
integrate Truelytics into the Envestnet Data & Analytics segment.

In connection with the acquisition of Truelytics, we paid estimated cash
consideration of approximately $21 million, net of cash acquired, subject to
certain post-closing adjustments. We funded the Truelytics acquisition with cash
on hand.

Acquisition of Redi2 Technologies



On July 1, 2022, we acquired Redi2 Technologies Inc. ("Redi2 Technologies").
Redi2 Technologies provides revenue management and hosted fee-billing solutions.
Its platform enables fee calculation, invoice creation, payouts and accounting,
and billing compliance. We expect to integrate Redi2 Technologies into the
Envestnet Wealth segment.

In connection with the Redi2 Technologies Acquisition, we paid estimated
consideration of approximately $70 million in cash. We funded the Redi2
Technologies Acquisition with cash on hand. In addition, certain executives may
earn up to $20 million based upon the achievement of certain target financial
and non-financial metrics.

Exercise of Membership Interests



We granted membership interests in certain of our equity investments to two
legacy PIEtech executives as part of the 2019 acquisition of PIEtech. These
interests, which were fully vested as of May 1, 2020, became exercisable on May
1, 2022. In July 2022, these executives exercised their respective put options
and sold these membership interests to us for approximately $10 million.

Segments

Envestnet is organized around two primary, complementary business segments.
Financial information about each business segment is contained in Part I, Item
1, "Note 15-Segment Information" to the condensed consolidated financial
statements included in Item 1 of this Quarterly Report. Our business segments
are as follows:

•Envestnet Wealth Solutions - a leading provider of unified wealth management
software and services to empower financial advisors and institutions to enable
them to deliver an Intelligent Financial Life to their clients.

•Envestnet Data & Analytics - a leading data aggregation, intelligence, and
experiences platform that powers data connectivity and business intelligence
across digital financial services to enable them to deliver an Intelligent
Financial Life to their clients.

Envestnet Wealth Solutions Segment



Envestnet Wealth Solutions empowers financial advisors at broker-dealers, banks,
and RIAs with all the tools they require to deliver holistic wealth management
to their end clients, enabling them to deliver an Intelligent Financial Life to
their clients. In addition, the firm provides advisors with practice management
support so that they can grow their practices and operate more efficiently. By
June 30, 2022, Envestnet's platform assets were approximately $5.0 trillion in
nearly 18 million accounts overseen by more than 105,000 advisors.

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Services provided to advisors include: financial planning, risk assessment
tools, investment strategies and solutions, asset allocation models, research,
portfolio construction, proposal generation and paperwork preparation, model
management and account rebalancing, account monitoring, customized fee billing,
overlay services covering asset allocation, tax management and socially
responsible investing, aggregated multi-custodian performance reporting and
communication tools, plus data analytics. We have access to a wide range of
leading third-party asset custodians.

We offer these solutions principally through the following product and services suites:



•Envestnet | Enterprise provides an end-to-end open architecture wealth
management platform through which advisors can construct portfolios for clients.
It begins with aggregated household data, which then leads to the creation of a
financial plan, asset allocation, investment strategy, portfolio management,
rebalancing and performance reporting. Advisors have access to more than 22,000
investment products. Envestnet | Enterprise also sells data aggregation and
reporting, data analytics and digital advice capabilities to customers.

•Envestnet | Tamarac™ provides leading trading, rebalancing, portfolio accounting, performance reporting and client relationship management software, principally to high-end RIAs.

•Envestnet | MoneyGuide provides leading goals-based financial planning solutions to the financial services industry. The highly adaptable software helps financial advisors add significant value for their clients using best-in-class technology with enhanced integrations to generate financial plans.



•Envestnet | Retirement Solutions ("ERS") offers a comprehensive suite of
services for advisor-sold retirement plans. Leveraging integrated technology,
ERS addresses the regulatory, data, and investment needs of retirement plans and
delivers the information holistically.

•Envestnet | PMC®, or Portfolio Management Consultants ("PMC") provides research
and consulting services to assist advisors in creating investment solutions for
their clients. These solutions include more than 4,900 vetted third party
managed account products, multi-manager portfolios, and fund strategist
portfolios, as well as approximately 900 proprietary products, such as
quantitative portfolios and fund strategist portfolios. PMC also offers
portfolio overlay and tax optimization services.

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Key Metrics



The following table provides information regarding the amount of assets
utilizing our platforms, financial advisors and investor accounts in the periods
indicated:

                                                                                            As of
                                               June 30,            September 30,          December 31,           March 31,             June 30,
                                                 2021                  2021                   2021                2022(1)                2022

                                                                       (in millions, except accounts and advisors data)
Platform Assets
Assets under Management ("AUM")             $   315,422          $      

327,279 $ 362,038 $ 361,251 $ 325,209 Assets under Administration ("AUA")

             426,416                 431,040               456,316              432,141              352,840
Total AUM/A                                     741,838                 758,319               818,354              793,392              678,049
Subscription                                  4,447,733               4,670,827             4,901,662            4,736,537            4,312,114
Total Platform Assets                       $ 5,189,571          $    5,429,146          $  5,720,016          $ 5,529,929          $ 4,990,163
Platform Accounts
AUM                                              1,209,761               1,276,066             1,345,274            1,459,093            1,491,861
AUA                                              1,163,991               1,193,069             1,217,076            1,186,180            1,061,484
Total AUM/A                                      2,373,752               2,469,135             2,562,350            2,645,273            2,553,345
Subscription                                    11,712,573              14,810,664            14,986,531           15,151,569           15,312,144
Total Platform Accounts                         14,086,325              17,279,799            17,548,881           17,796,842           17,865,489
Advisors
AUM/A                                               41,259                  41,696                39,735               39,800               38,394
Subscription                                        66,597                  66,489                68,808               67,168               66,838
Total Advisors                                     107,856                 108,185               108,543              106,968              105,232

(1) Certain assets and accounts have been reclassified from AUA to AUM to better reflect the nature of the services provided to certain customers.

The following table provides information regarding the degree to which gross sales, redemptions, net flows and changes in the market values of assets contributed to changes in AUM or AUA in the periods indicated:



                                                               Asset 

Rollforward - Three Months Ended June 30, 2022


                                  As of              Gross                                   Net              Market             Reclass to                     As of
                                3/31/2022            Sales            Redemptions           Flows             Impact            Subscription                  6/30/2022

                                                                        (in millions, except account data)
AUM                           $  361,251          $ 24,829          $    (18,962)         $ 5,867          $ (41,909)         $            -                $  325,209
AUA                              432,141            27,323               (27,662)            (339)           (50,499)                (28,463)                  352,840
Total AUM/A                   $  793,392          $ 52,152          $    (46,624)         $ 5,528          $ (92,408)         $      (28,463)               $  678,049
Fee-Based Accounts             2,645,273                                                   19,494                                   (111,422)                2,553,345


The above AUM/A gross sales figures include $9.2 billion in new client conversions. We onboarded an additional $24.4 billion in subscription conversions during the three months ended June 30, 2022 bringing total conversions for the three months ended June 30, 2022 to $33.6 billion.



Asset and account figures in the "Reclass to Subscription" columns for the three
months ended June 30, 2022 represent enterprise customers whose billing
arrangements in future periods are subscription-based, rather than asset-based.
Such amounts are included in Subscription metrics at the end of the quarter in
which the reclassification occurred, with no impact on total platform assets or
accounts.
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                                                                                        Asset Rollforward - Six Months Ended June 30, 2022
                                  As of              Gross                                     Net              Market              Reclass to                                             As of
                               12/31/2021            Sales             Redemptions            Flows             Impact             Subscription            Reclassification(1)           6/30/2022

                                                                                                (in millions, except account data)
AUM                           $  362,038          $  53,528          $    (34,929)         $ 18,599          $  (64,149)         $            -          $              8,721          $  325,209
AUA                              456,316             55,664               (47,574)            8,090             (74,382)                (28,463)                       (8,721)            352,840
Total AUM/A                   $  818,354          $ 109,192          $    (82,503)         $ 26,689          $ (138,531)         $      (28,463)         $                  -          $  678,049
Fee-Based Accounts             2,562,350                                                    102,417                                    (111,422)                            -           2,553,345

(1) Certain assets have been reclassified from AUA to AUM to better reflect the nature of the services provided to certain customers.



The above AUM/A gross sales figures include $18.3 billion in new client
conversions. We onboarded an additional $58.7 billion in subscription
conversions during the six months ended June 30, 2022 bringing total conversions
for the six months ended June 30, 2022 to $77.0 billion. (Note: We have revised
our subscription conversions for the three months ended March 31, 2022 to $34.3
billion from the previously reported $32.8 billion.)

Asset and account figures in the "Reclass to Subscription" columns for the six
months ended June 30, 2022 represent enterprise customers whose billing
arrangements in future periods are subscription-based, rather than asset-based.
Such amounts are included in Subscription metrics at the end of the quarter in
which the reclassification occurred, with no impact on total platform assets or
accounts.

Envestnet Data & Analytics Segment



Envestnet Data & Analytics is a leading data aggregation, data intelligence, and
experiences platform. Envestnet Data & Analytics enables consumers to aggregate
financial accounts within client applications and provides to clients the
functionality to gather, refine, and aggregate massive sets of consumer
permissioned data for use in financial applications, reports, market research
analysis, and application programming interfaces ("APIs").

Approximately 1,700 clients, including financial institutions, financial technology innovators and financial advisory firms, including 13 of the 20 largest U.S. banks, subscribe to the Envestnet Data & Analytics platform to underpin personalized financial apps and services for approximately 36 million end-users.

Envestnet Data & Analytics serves four main client groups: financial institutions ("Banking"), financial advisors and institutions ("Wealth"), market intelligence and analytics providers ("Research") and financial technology innovators ("Tech").

These groups serve the following customers:



•Banking - Retail Banks, Credit Unions and credit card providers
•Wealth - Wealth management financial advisors and institutions
•Research - Research and analyst firms
•Tech - Personal financial management, small business accounting, e-commerce,
payment solutions providers, small business lending and authentication

With the exception of the Tech Group, we provide clients with secure access to
open APIs, user facing applications powered by our platform, APIs and reports.
We aggregate and cleanse client permission consumer data elements. Envestnet
Data & Analytics also enables clients to develop their own applications through
its open APIs, which deliver secure data, payments solutions, and other
functionality.

The Tech group enables clients to develop new applications and enhance existing
solutions through our APIs. These clients operate in a number of sub-vertical
markets, including FinTech, wealth management, personal financial management,
small business accounting, small business lending and authentication.

We believe that our brand recognition, innovative technology and intellectual
property, large client base, and unique data gathering and enrichment provide us
with competitive advantages that have enabled us to grow.

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Operational Highlights



Asset-based recurring revenues increased 13% from $170.1 million in the three
months ended June 30, 2021 to $192.0 million in the three months ended June 30,
2022. Subscription-based recurring revenues increased 5% from $112.5 million in
the three months ended June 30, 2021 to $118.1 million in the three months ended
June 30, 2022. Total revenues, which also includes professional services and
other revenues, increased 10% from $288.7 million in the three months ended June
30, 2021 to $318.9 million in the three months ended June 30, 2022.

The Envestnet Wealth Solutions segment's total revenues increased 13% from
$240.3 million in the three months ended June 30, 2021 to $272.0 million in the
three months ended June 30, 2022 due to an increase in asset-based revenues of
$21.9 million, an increase in subscription-based revenues of $6.9 million and an
increase in professional services and other revenues of $2.9 million. The
Envestnet Data & Analytics segment's total revenues decreased 3% from $48.4
million in the three months ended June 30, 2021 to $46.9 million in the three
months ended June 30, 2022 primarily due to a decrease in subscription-based
revenues of $1.3 million and a decrease in professional services and other
revenues of $0.3 million.

Asset-based recurring revenues increased 20% from $329.5 million in the six
months ended June 30, 2021 to $394.7 million in the six months ended June 30,
2022. Subscription-based recurring revenues increased 5% from $222.3 million in
the six months ended June 30, 2021 to $232.9 million in the six months ended
June 30, 2022. Total revenues, which also includes professional services and
other revenues, increased 14% from $563.8 million in the six months ended June
30, 2021 to $640.2 million in the six months ended June 30, 2022.

The Envestnet Wealth Solutions segment's total revenues increased 17% from
$466.7 million in the six months ended June 30, 2021 to $545.6 million in the
six months ended June 30, 2022 due to an increase in asset-based revenues of
$65.2 million, an increase in subscription-based revenues of $11.4 million and
an increase in professional services and other revenues of $2.2 million. The
Envestnet Data & Analytics segment's total revenues decreased 3% from $97.1
million in the six months ended June 30, 2021 to $94.6 million in the six months
ended June 30, 2022 primarily due to a decrease in professional services and
other revenues of $1.6 million and a decrease in subscription-based revenues of
$0.9 million.

Net loss attributable to Envestnet, Inc. for the three months ended June 30,
2022 was $23.3 million, or $0.42 per diluted share, compared to a net loss
attributable to Envestnet, Inc. of $8.3 million, or $0.15 per diluted share, for
the three months ended June 30, 2021.

Net loss attributable to Envestnet, Inc. for the six months ended June 30, 2022
was $37.1 million, or $0.67 per diluted share, compared to net income
attributable to Envestnet, Inc. of $6.7 million, or $0.12 per diluted share, for
the six months ended June 30, 2021.

Adjusted revenues for the three months ended June 30, 2022 were $318.9 million,
compared to adjusted revenues of $288.8 million in the prior year period.
Adjusted EBITDA for the three months ended June 30, 2022 was $57.1 million,
compared to adjusted EBITDA of $71.1 million in the prior year period. Adjusted
net income for the three months ended June 30, 2022 was $32.0 million, or $0.49
per diluted share, compared to adjusted net income of $43.5 million, or $0.67
per diluted share in the prior year period.

Adjusted revenues for the six months ended June 30, 2022 were $640.3 million,
compared to adjusted revenues of $564.0 million in the prior year period.
Adjusted EBITDA for the six months ended June 30, 2022 was $112.8 million,
compared to adjusted EBITDA of $139.3 million in the prior year period. Adjusted
net income for the six months ended June 30, 2022 was $63.0 million, or $0.96
per diluted share, compared to adjusted net income of $85.4 million, or $1.31
per diluted share in the prior year period.

Adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income
per diluted share are non-GAAP financial measures. See "Non-GAAP Financial
Measures" for a discussion of our non-GAAP measures and a reconciliation of such
measures to the most directly comparable GAAP measures.

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Results of Operations

                                                            Three Months Ended                                          Six Months Ended
                                                                 June 30,                       Percent                     June 30,                       Percent
                                                          2022               2021               Change               2022               2021               Change

                                                              (in thousands)                                             (in thousands)
Revenues:
Asset-based                                           $ 191,972          $ 170,075                   13  %       $ 394,689          $ 329,450                   20  %
Subscription-based                                      118,120            112,504                    5  %         232,854            222,333                    5  %
Total recurring revenues                                310,092            282,579                   10  %         627,543            551,783                   14  %
Professional services and other revenues                  8,760              6,159                   42  %          12,672             12,060                    5  %
Total revenues                                          318,852            288,738                   10  %         640,215            563,843                   14  %
Operating expenses:
Cost of revenues                                        126,482            100,494                   26  %         251,764            193,363                   30  %
Compensation and benefits                               125,767            105,548                   19  %         252,616            206,262                   22  %
General and administration                               66,144             41,755                   58  %         110,479             78,070                   42  %
Depreciation and amortization                            32,182             30,010                    7  %          63,800             58,402                    9  %
Total operating expenses                                350,575            277,807                   26  %         678,659            536,097                   27  %
Income (loss) from operations                           (31,723)            10,931                       *         (38,444)            27,746                       *
Other income (expense), net                               1,622             (3,784)                (143) %          (4,345)           (11,252)                 (61) %
Income (loss) before income tax provision
(benefit)                                               (30,101)             7,147                       *         (42,789)            16,494                       *
Income tax provision (benefit)                           (5,833)            15,516                 (138) %          (3,813)             9,928                 (138) %
Net income (loss)                                       (24,268)            (8,369)                      *         (38,976)             6,566                       *
Add: Net loss attributable to non-controlling
interest                                                    983                 88                       *           1,832                 99                       *
Net income (loss) attributable to Envestnet,
Inc.                                                  $ (23,285)         $  (8,281)                      *       $ (37,144)         $   6,665                       *


*Not meaningful.

Three months ended June 30, 2022 compared to three months ended June 30, 2021

Asset-based recurring revenues



Asset-based recurring revenues increased 13% from $170.1 million in the three
months ended June 30, 2021 to $192.0 million in the three months ended June 30,
2022. The increase was primarily due to an increase in asset values applicable
to our quarterly billing cycles (which are based on the market value of the
customers' assets on our platforms as of the end of the previous quarter), the
impact of new account growth and positive net flows of AUM/A in the second
quarter of 2022.

The number of financial advisors with asset-based recurring revenue on our technology platforms decreased from approximately 41,000 as of June 30, 2021 to approximately 38,000 as of June 30, 2022, and the number of AUM/A client accounts increased from approximately 2.4 million as of June 30, 2021 to approximately 2.6 million as of June 30, 2022.



Asset-based recurring revenues increased from 59% of total revenue in the three
months ended June 30, 2021 to 60% of total revenue in the three months ended
June 30, 2022.

Subscription-based recurring revenues



Subscription-based recurring revenue increased 5% from $112.5 million in the
three months ended June 30, 2021 to $118.1 million in the three months ended
June 30, 2022. This increase was primarily due to an increase of $6.9 million in
the Envestnet Wealth Solutions segment, which can be attributed to new and
existing customer growth, partially offset by a decrease of $1.3 million in the
Envestnet Data & Analytics segment.

                                       38
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Professional services and other revenues



Professional services and other revenues increased 42% from $6.2 million in the
three months ended June 30, 2021 to $8.8 million in the three months ended June
30, 2022. The increase was due to an increase in revenues resulting from the
2022 Advisor Summit, which was held as an in-person event. The 2021 Advisor
Summit was virtual due to the COVID-19 pandemic. This increase in Advisor Summit
revenues was partially offset by lower professional services revenue due to the
timing of the completion of customer projects and deployments within both
segments.

Cost of revenues



Cost of revenues increased 26% from $100.5 million in the three months ended
June 30, 2021 to $126.5 million in the three months ended June 30, 2022. The
increase was primarily due to an increase in asset-based cost of revenues of
$19.0 million, which directly correlates with the increase to asset-based
recurring revenues during the period, and an increase in professional services
and other cost of revenues of $6.8 million, primarily as a result of our 2022
Advisor Summit, which was held in-person. As a percentage of total revenues,
cost of revenues increased from 35% in the three months ended June 30, 2021 to
40% in three months ended June 30, 2022, primarily due to shifts in pricing and
product mix for asset-based revenues and additional costs incurred in 2022
related to the in-person Advisor Summit event in the Envestnet Wealth Solutions
segment. Cost of revenues as a percentage of total revenues in the Envestnet
Data & Analytics segment remained consistent.

Compensation and benefits



Compensation and benefits increased 19% from $105.5 million in the three months
ended June 30, 2021 to $125.8 million in the three months ended June 30, 2022.
The increase is comprised primarily of increases in salaries, benefits and
related payroll taxes of $11.8 million, non-cash compensation expense of $6.2
million and severance expense of $1.8 million. As a percentage of total
revenues, compensation and benefits increased from 37% in the three months ended
June 30, 2021 to 39% in the three months ended June 30, 2022.

General and administration



General and administration expenses increased 58% from $41.8 million in the
three months ended June 30, 2021 to $66.1 million in the three months ended June
30, 2022. The increase was primarily due to increases in lease restructuring and
asset retirement costs of $15.4 million, software and maintenance charges of
$3.7 million, litigation and regulatory related expenses of $2.4 million,
marketing expense of $1.6 million and travel and entertainment expense of $1.5
million. These increases were partially offset by a decrease in professional and
legal fees of $1.7 million and in occupancy costs of $1.5 million. As a
percentage of total revenues, general and administration expenses increased from
14% in the three months ended June 30, 2021 to 21% in the three months ended
June 30, 2022, primarily due to lease restructuring and asset retirements
charges incurred for three office closures.

Depreciation and amortization



Depreciation and amortization expense increased 7% from $30.0 million in the
three months ended June 30, 2021 to $32.2 million in the three months ended June
30, 2022. The increase was primarily due to increases in amortization related to
internally developed software of $1.8 million and additional depreciation on
fixed assets. As a percentage of total revenues, depreciation and amortization
expense remained consistent at 10% in the three months ended June 30, 2021 and
2022.

Other income (expense), net

Other income (expense), net increased from other expense of $3.8 million in the
three months ended June 30, 2021 to other income of $1.6 million in the three
months ended June 30, 2022, primarily due to a $6.9 million dilution gain
recorded in 2022 related to an equity method investee's share issuance, which
was partially offset by a decrease of $0.8 million related to the fair market
value adjustment to investment in private company and an increase in losses of
$0.6 million related to equity investments.

                                       39
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Income tax provision (benefit)



                                                                             Three Months Ended
                                                                                  June 30,
                                                                          2022                   2021

                                                                     (in

thousands, except effective tax

rate)


Income (loss) before income tax provision (benefit)                $     (30,101)           $     7,147
Income tax provision (benefit)                                            (5,833)                15,516
Effective tax rate                                                          19.4    %             217.1  %



Under Accounting Standards Codification ("ASC") 740-270-25, we are required to
report income tax expense by applying a projected annual effective tax rate
("AETR") to ordinary pre-tax book income for the interim period. The tax impact
of discrete items is accounted for separately in the period in which they occur.
The effective tax rate ("ETR") for the quarter is the result of the projected
AETR applied to actual pre-tax book income plus discrete items as a percentage
of actual pre-tax book income. Therefore, a change in pre-tax book income,
either forecasted or actual year-to-date, from one period to the next will cause
the ETR to change. For the three months ended June 30, 2022 and 2021, our ETR
was impacted by the change in forecasted and actual year-to-date pre-tax book
income.

For the three months ended June 30, 2022, our effective tax rate differed from
the statutory rate primarily due to the increase in the valuation allowance we
had placed on a portion of U.S. deferred tax assets which includes the impact of
IRC Section 174, permanent book-tax differences, the impact of state and local
taxes offset by federal and state research and development ("R&D") credits, and
the partial reserve release for an uncertain tax position due to the expiration
of a statute of limitations.

For the three months ended June 30, 2021, our effective tax rate differed from
the statutory rate primarily due to the increase in the valuation allowance we
had placed on a portion of U.S. deferred tax assets, including the valuation
allowance impact of the Harvest acquisition, permanent book-tax differences, and
the impact of state and local taxes offset by the federal and state R&D credits.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Asset-based recurring revenues



Asset-based recurring revenues increased 20% from $329.5 million in the six
months ended June 30, 2021 to $394.7 million in the six months ended June 30,
2022. The increase was primarily due to an increase in asset values applicable
to our quarterly billing cycles (which are based on the market value of the
customers' assets on our platforms as of the end of the previous quarter), the
impact of new account growth and positive net flows of AUM/A in the first six
months of 2022.

The number of financial advisors with asset-based recurring revenue on our technology platforms decreased from approximately 41,000 as of June 30, 2021 to approximately 38,000 as of June 30, 2022, and the number of AUM/A client accounts increased from approximately 2.4 million as of June 30, 2021 to approximately 2.6 million as of June 30, 2022.



Asset-based recurring revenues increased from 58% of total revenue in the six
months ended June 30, 2021 to 62% of total revenue in the six months ended June
30, 2022, primarily due to a higher increase in asset-based recurring revenues
as compared to subscription-based recurring revenues.

Subscription-based recurring revenues



Subscription-based recurring revenue increased 5% from $222.3 million in the six
months ended June 30, 2021 to $232.9 million in the six months ended June 30,
2022. This increase was primarily due to an increase of $11.4 million in the
Envestnet Wealth Solutions segment, which can be attributed to new and existing
customer growth.

Professional services and other revenues



Professional services and other revenues increased 5% from $12.1 million in the
six months ended June 30, 2021 to $12.7 million in the six months ended June 30,
2022. The increase was due to an increase in revenues resulting from the 2022
Advisor Summit, which was held as an in-person event. The 2021 Advisor Summit
was virtual due to the COVID-19 pandemic. This increase in Advisor Summit
revenues was partially offset by lower professional services revenue in the
Envestnet Data & Analytics segment due to the timing of the completion of
customer projects and deployments.
                                       40
--------------------------------------------------------------------------------

Cost of revenues



Cost of revenues increased 30% from $193.4 million in the six months ended June
30, 2021 to $251.8 million in the six months ended June 30, 2022. The increase
was primarily due to an increase in asset-based cost of revenues of $50.2
million, which directly correlates with the increase to asset-based recurring
revenues during the period, and an increase in professional services and other
cost of revenues of $6.8 million, primarily as a result of our 2022 Advisor
Summit, which was held in-person. As a percentage of total revenues, cost of
revenues increased from 34% in the six months ended June 30, 2021 to 39% in six
months ended June 30, 2022, primarily due to shifts in pricing and product mix
for asset-based revenues and additional costs incurred in 2022 related to the
in-person Advisor Summit event in the Envestnet Wealth Solutions segment as well
as costs incurred to migrate our hosting platforms to a third-party cloud server
solution in the Envestnet Data & Analytics segment.

Compensation and benefits



Compensation and benefits increased 22% from $206.3 million in the six months
ended June 30, 2021 to $252.6 million in the six months ended June 30, 2022. The
increase is primarily comprised of increases in salaries, benefits and related
payroll taxes of $28.0 million, non-cash compensation expense of $13.9 million,
miscellaneous employee expenses of $1.9 million, contract labor expenses of $1.4
million and short term variable expenses of $1.2 million. As a percentage of
total revenues, compensation and benefits increased from 37% in the six months
ended June 30, 2021 to 39% in the six months ended June 30, 2022.

General and administration



General and administration expenses increased 42% from $78.1 million in the six
months ended June 30, 2021 to $110.5 million in the six months ended June 30,
2022. The increase was primarily due to increases in lease restructuring and
asset retirement costs of $15.3 million, software and maintenance charges of
$7.2 million, litigation and regulatory related expenses of $3.7 million,
marketing expense of $3.2 million, travel and entertainment expense of $2.5
million, and miscellaneous general and administration expense of $2.1 million.
These increases were partially offset by decreases in professional and legal
fees of $2.1 million, occupancy costs of $2.1 million and bad debt expense of
$1.7 million. As a percentage of total revenues, general and administration
expenses increased from 14% in the six months ended June 30, 2021 to 17% in the
six months ended June 30, 2022, primarily due to lease restructuring and asset
retirements charges incurred for three office closures.

Depreciation and amortization



Depreciation and amortization expense increased 9% from $58.4 million in the six
months ended June 30, 2021 to $63.8 million in the six months ended June 30,
2022. The increase was primarily due to increases in internally developed
software amortization expense of $4.0 million and additional depreciation on
fixed assets. As a percentage of total revenues, depreciation and amortization
expense remained consistent at 10% in the six months ended June 30, 2021 and
2022.

Other expense, net

Other expense, net decreased from $11.3 million in the six months ended June 30,
2021 to $4.3 million in the six months ended June 30, 2022. The decrease was
primarily due to a $6.9 million dilution gain recorded in 2022 related to an
equity method investee's share issuance and a decrease in losses of $1.1 million
related to equity investments. These were partially offset by a decrease of $0.8
million related to the fair market value adjustment to investment in private
company.

Income tax provision (benefit)



                                                                              Six Months Ended
                                                                                  June 30,
                                                                          2022                   2021

                                                                     (in

thousands, except effective tax

rate)


Income (loss) before income tax provision (benefit)                $     (42,789)           $    16,494
Income tax provision (benefit)                                            (3,813)                 9,928
Effective tax rate                                                           8.9    %              60.2  %



                                       41

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Under ASC 740-270-25, we are required to report income tax expense by applying a
projected AETR to ordinary pre-tax book income for the interim period. The tax
impact of discrete items is accounted for separately in the period in which they
occur. The ETR for the quarter is the result of the projected AETR applied to
actual pre-tax book income plus discrete items as a percentage of actual pre-tax
book income. Therefore, a change in pre-tax book income, either forecasted or
actual year-to-date, from one period to the next will cause the ETR to change.
For the six months ended June 30, 2022 and 2021, our ETR was impacted by the
change in forecasted and actual year-to-date pre-tax book income.

For the six months ended June 30, 2022, our effective tax rate differed from the
statutory rate primarily due to the increase in the valuation allowance we had
placed on a portion of U.S. deferred tax assets which includes the impact of IRC
Section 174, permanent book-tax differences, the impact of state and local taxes
offset by federal and state research and development ("R&D") credits, and the
partial reserve release for an uncertain tax position due to the expiration of a
statute of limitations.

For the six months ended June 30, 2021, our effective tax rate differed from the
statutory rate primarily due to the increase in the valuation allowance we had
placed on a portion of U.S. deferred tax assets, including the valuation
allowance impact of the Harvest acquisition, permanent book-tax differences, and
the impact of state and local taxes offset by federal and state R&D credits.

Segment Results

Business segments are generally organized around our service offerings. Financial information about each of our two business segments is contained in "Note 15-Segment Information" to the condensed consolidated financial statements.

The following table reconciles income from operations by segment to consolidated net income (loss) attributable to Envestnet, Inc.:



                                                                 Three Months Ended                     Six Months Ended
                                                                      June 30,                              June 30,
                                                               2022               2021               2022              2021

                                                                                      (in thousands)
Envestnet Wealth Solutions                                 $    3,968          $ 32,459          $  29,237          $ 66,656
Envestnet Data & Analytics                                     (3,705)            1,342             (9,292)            2,631
Nonsegment operating expenses                                 (31,986)          (22,870)           (58,389)          (41,541)
Income (loss) from operations                                 (31,723)           10,931            (38,444)           27,746
Other income (expense), net                                     1,622            (3,784)            (4,345)          (11,252)

Consolidated income (loss) before income tax benefit (30,101)

       7,147            (42,789)           16,494
Income tax provision (benefit)                                 (5,833)           15,516             (3,813)            9,928
Consolidated net income (loss)                                (24,268)           (8,369)           (38,976)            6,566
Add: Net loss attributable to non-controlling
interest                                                          983                88              1,832                99
Consolidated net income (loss) attributable to
Envestnet, Inc.                                            $  (23,285)         $ (8,281)         $ (37,144)         $  6,665



                                       42

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Envestnet Wealth Solutions



The following table presents income from operations for the Envestnet Wealth
Solutions segment:

                                                            Three Months Ended                                         Six Months Ended
                                                                 June 30,                      Percent                     June 30,                      Percent
                                                          2022               2021              Change               2022               2021              Change

                                                              (in thousands)                                            (in thousands)
Revenues:
Asset-based                                           $ 191,972          $ 170,075                  13  %       $ 394,689          $ 329,450                  20  %
Subscription-based                                       73,568             66,663                  10  %         142,105            130,675                   9  %
Total recurring revenues                                265,540            236,738                  12  %         536,794            460,125                  17  %
Professional services and other revenues                  6,460              3,559                  82  %           8,774              6,582                  33  %
Total revenues                                          272,000            240,297                  13  %         545,568            466,707                  17  %
Operating expenses:
Cost of revenues                                        120,722             94,713                  27  %         239,530            182,145                  32  %
Compensation and benefits                                78,759             65,114                  21  %         157,403            127,968                  23  %
General and administration                               45,001             24,884                  81  %          72,361             45,583                  59  %
Depreciation and amortization                            23,550             23,127                   2  %          47,037             44,355                   6  %
Total operating expenses                                268,032            207,838                  29  %         516,331            400,051                  29  %
Income from operations                                $   3,968          $  32,459                 (88) %       $  29,237          $  66,656                 (56) %


Three months ended June 30, 2022 compared to three months ended June 30, 2021 for the Envestnet Wealth Solutions segment

Asset-based recurring revenues



Asset-based recurring revenues increased 13% from $170.1 million in the three
months ended June 30, 2021 to $192.0 million in the three months ended June 30,
2022. The increase was primarily due to an increase in asset values applicable
to our quarterly billing cycles (which are based on the market value of the
customers' assets on our platforms as of the end of the previous quarter), due
to the impact of new account growth and positive net flows of AUM/A in the
second quarter of 2022.

The number of financial advisors with asset-based recurring revenue on our technology platforms decreased from approximately 41,000 as of June 30, 2021 to approximately 38,000 as of June 30, 2022, and the number of AUM/A client accounts increased from approximately 2.4 million as of June 30, 2021 to approximately 2.6 million as of June 30, 2022.

As a percentage of segment revenues, asset-based recurring revenue remained consistent at 71% of segment revenue in the three months ended June 30, 2021 and 2022.

Subscription-based recurring revenues



Subscription-based recurring revenues increased 10% from $66.7 million in the
three months ended June 30, 2021 to $73.6 million in the three months ended June
30, 2022, primarily due to new and existing customer growth.

Professional services and other revenues



Professional services and other revenues increased 82% from $3.6 million in the
three months ended June 30, 2021 to $6.5 million in the three months ended June
30, 2022. The increase was due to an increase in revenues resulting from the
2022 Advisor Summit, which was held as an in-person event. The 2021 Advisor
Summit was virtual due to the COVID-19 pandemic. This increase in Advisor Summit
revenues was partially offset by lower professional services revenue due to the
timing and completion of customer projects and deployments.
                                       43
--------------------------------------------------------------------------------

Cost of revenues



Cost of revenues increased 27% from $94.7 million in the three months ended June
30, 2021 to $120.7 million in the three months ended June 30, 2022. The increase
was primarily due to an increase in asset-based cost of revenues of $19.0
million, which directly correlates with the increase to asset-based recurring
revenues during the period, and an increase in professional services and other
cost of revenues of $6.8 million, primarily as a result of our 2022 Advisor
Summit, which was held in-person. As a percentage of segment revenues, cost of
revenues increased from 39% in the three months ended June 30, 2021 to 44% in
the three months ended June 30, 2022, primarily due to shifts in pricing and
product mix for asset-based revenues and additional costs incurred in 2022
related to the in-person Advisor Summit event.

Compensation and benefits



Compensation and benefits increased from $65.1 million in the three months ended
June 30, 2021 to $78.8 million in the three months ended June 30, 2022. The
increase is primarily due to increases in salaries, benefits and related payroll
taxes of $8.7 million, non-cash compensation expense of $3.8 million, severance
expense of $1.7 million and other immaterial increases within compensation and
benefit accounts, partially offset by a decrease in incentive compensation of
$1.0 million. As a percentage of segment revenues, compensation and benefits
increased from 27% in the three months ended June 30, 2021 to 29% in the three
months ended June 30, 2022.

General and administration

General and administration expenses increased 81% from $24.9 million in the
three months ended June 30, 2021 to $45.0 million in the three months ended June
30, 2022. The increase was primarily due to an increase of $15.4 million related
to lease restructuring costs incurred in 2022 driven by the closure of three
offices in the United States, in software and maintenance charges of $3.3
million, marketing expense of $2.3 million, and miscellaneous general and
administrative expenses of $1.0 million. These increases were partially offset
by decreases in occupancy costs of $1.5 million and professional and legal fees
of $1.2 million. As a percentage of segment revenues, general and administration
expenses increased from 10% in the three months ended June 30, 2021 to 17% in
the three months ended June 30, 2022, primarily due to lease restructuring and
asset retirements charges incurred for three office closures in April 2022.

Depreciation and amortization



Depreciation and amortization expense increased 2% from $23.1 million in the
three months ended June 30, 2021 to $23.6 million in the three months ended June
30, 2022. The increase was primarily due to an increase in internally developed
software amortization expense of $0.9 million, partially offset by other
immaterial decreases within depreciation and amortization accounts. As a
percentage of segment revenues, depreciation and amortization expense decreased
from 10% in the three months ended June 30, 2021 to 9% in the three months ended
June 30, 2022.

Six months ended June 30, 2022 compared to six months ended June 30, 2021 for the Envestnet Wealth Solutions segment

Asset-based recurring revenues



Asset-based recurring revenues increased 20% from $329.5 million in the six
months ended June 30, 2021 to $394.7 million in the six months ended June 30,
2022. The increase was primarily due to an increase in asset values applicable
to our quarterly billing cycles (which are based on the market value of the
customers' assets on our platforms as of the end of the previous quarter), due
to the impact of new account growth and positive net flows of AUM/A in the first
six months of 2022.

The number of financial advisors with asset-based recurring revenue on our technology platforms decreased from approximately 41,000 as of June 30, 2021 to approximately 38,000 as of June 30, 2022, and the number of AUM/A client accounts increased from approximately 2.4 million as of June 30, 2021 to approximately 2.6 million as of June 30, 2022.

As a percentage of segment revenues, asset-based recurring revenue increased from 71% of segment revenue in the six months ended June 30, 2021 to 72% of segment revenue in the six months ended June 30, 2022.

Subscription-based recurring revenues



Subscription-based recurring revenues increased 9% from $130.7 million in the
six months ended June 30, 2021 to $142.1 million in the six months ended June
30, 2022, primarily due to new and existing customer growth.
                                       44
--------------------------------------------------------------------------------

Professional services and other revenues



Professional services and other revenues increased 33% from $6.6 million in the
six months ended June 30, 2021 to $8.8 million in the six months ended June 30,
2022. The increase was due to an increase in revenues resulting from the 2022
Advisor Summit, which was held as an in-person event. The 2021 Advisor Summit
was virtual due to the COVID-19 pandemic. This increase in Advisor Summit
revenues was partially offset by lower professional services revenue due to the
timing and completion of customer projects and deployments.

Cost of revenues



Cost of revenues increased 32% from $182.1 million in the six months ended June
30, 2021 to $239.5 million in the six months ended June 30, 2022. The increase
was primarily due to an increase in asset-based cost of revenues of $50.2
million, which directly correlates with the increase to asset-based recurring
revenues during the period, and an increase in professional services and other
cost of revenues of $6.8 million, primarily as a result of our 2022 Advisor
Summit, which was held in-person. As a percentage of segment revenues, cost of
revenues increased from 39% in the six months ended June 30, 2021 to 44% in the
six months ended June 30, 2022, primarily due to shifts in pricing and product
mix for asset-based revenues and additional costs incurred in 2022 related to
the in-person Advisor Summit event.

Compensation and benefits



Compensation and benefits increased from $128.0 million in the six months ended
June 30, 2021 to $157.4 million in the six months ended June 30, 2022. The
increase is primarily due to increases in salaries, benefits and related payroll
taxes of $20.2 million, non-cash compensation expense of $7.2 million and other
immaterial increases within compensation and benefit accounts. As a percentage
of segment revenues, compensation and benefits increased from 27% in the six
months ended June 30, 2021 to 29% in the six months ended June 30, 2022.

General and administration



General and administration expenses increased 59% from $45.6 million in the six
months ended June 30, 2021 to $72.4 million in the six months ended June 30,
2022. The increase was primarily due to an increase of $15.3 million related to
lease restructuring costs incurred in 2022 driven by the closure of three
offices in the United States, software and maintenance charges of $6.7 million,
marketing expense of $3.9 million and miscellaneous general and administration
expenses of $2.6 million. These increases were partially offset by decreased
occupancy costs of $1.8 million. As a percentage of segment revenues, general
and administration expenses increased from 10% in the six months ended June 30,
2021 to 13% in the six months ended June 30, 2022, primarily due to lease
restructuring and asset retirements charges incurred for three office closures.

Depreciation and amortization



Depreciation and amortization expense increased 6% from $44.4 million in the six
months ended June 30, 2021 to $47.0 million in the six months ended June 30,
2022. The increase was primarily due to an increase in internally developed
software amortization expense of $2.2 million and an increase in finance lease
amortization of $1.2 million, partially offset by other immaterial decreases
within depreciation and amortization accounts. As a percentage of segment
revenues, depreciation and amortization expense decreased from 10% in the six
months ended June 30, 2021 to 9% in the six months ended June 30, 2022.

                                       45
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Envestnet Data & Analytics



The following table presents income (loss) from operations for the Envestnet
Data & Analytics segment:

                                                            Three Months Ended                                        Six Months Ended
                                                                 June 30,                      Percent                    June 30,                     Percent
                                                          2022               2021              Change              2022              2021              Change

                                                              (in thousands)                                           (in thousands)
Revenues:
Subscription-based                                    $   44,552          $ 45,841                  (3) %       $ 90,749          $ 91,658                  (1) %
Professional services and other revenues                   2,300             2,600                 (12) %          3,898             5,478                 (29) %
Total revenues                                            46,852            48,441                  (3) %         94,647            97,136                  (3) %
Operating expenses:
Cost of revenues                                           5,760             5,781                   -  %         12,234            11,218                   9  %
Compensation and benefits                                 23,994            25,008                  (4) %         54,160            51,297                   6  %
General and administration                                12,171             9,427                  29  %         20,782            17,943                  16  %
Depreciation and amortization                              8,632             6,883                  25  %         16,763            14,047                  19  %
Total operating expenses                                  50,557            47,099                   7  %        103,939            94,505                  10  %
Income (loss) from operations                         $   (3,705)         $  1,342                      *       $ (9,292)         $  2,631                      *


*Not meaningful.

Three months ended June 30, 2022 compared to three months ended June 30, 2021 for the Envestnet Data & Analytics segment

Subscription-based recurring revenues



Subscription-based recurring revenues decreased 3% from $45.8 million in the
three months ended June 30, 2021 to $44.6 million in the three months ended June
30, 2022, primarily due to decreases in revenue from existing customers.

Professional services and other revenues



Professional services and other revenues decreased 12% from $2.6 million in the
three months ended June 30, 2021 to $2.3 million in the three months ended June
30, 2022 primarily due to the timing of the completion of customer projects and
deployments.

Cost of revenues

Cost of revenues remained consistent at $5.8 million in the three months ended
June 30, 2021 and 2022. As a percentage of segment revenues, cost of revenues
remained consistent at 12% in the three months ended June 30, 2021 and 2022.

Compensation and benefits



Compensation and benefits decreased 4% from $25.0 million in the three months
ended June 30, 2021 to $24.0 million in the three months ended June 30, 2022,
primarily due to decreases in severance expense of $2.1 million and non-cash
compensation expense of $1.3 million, partially offset by an increase in
salaries, benefits, and related payroll taxes of $1.8 million. As a percentage
of segment revenues, compensation and benefits decreased from 52% in the three
months ended June 30, 2021 to 51% in the three months ended June 30, 2022.

General and administration



General and administration expenses increased 29% from $9.4 million in the three
months ended June 30, 2021 to $12.2 million in the three months ended June 30,
2022 primarily due to an increase in litigation and regulatory related expense
of $2.4 million. As a percentage of segment revenues, general and administration
expenses increased from 19% in the three months ended June 30, 2021 to 26% in
the three months ended June 30, 2022, primarily due to an increase in litigation
and regulatory related expenses incurred during 2022.

                                       46
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Depreciation and amortization



Depreciation and amortization expense increased 25% from $6.9 million in the
three months ended June 30, 2021 to $8.6 million in the three months ended June
30, 2022. The increase is primarily due to an increase in internally developed
software and intangible asset amortization expense. As a percentage of segment
revenues, depreciation and amortization expense increased from 14% in the three
months ended June 30, 2021 to 18% in three months ended June 30, 2022. The
increase in depreciation and amortization as a percentage of total revenues is
primarily due to higher amortization expense incurred in 2022 driven by
increased capitalization related to internally developed software costs.

Six months ended June 30, 2022 compared to six months ended June 30, 2021 for the Envestnet Data & Analytics segment

Subscription-based recurring revenues



Subscription-based recurring revenues decreased 1% from $91.7 million in the six
months ended June 30, 2021 to $90.7 million in the six months ended June 30,
2022, primarily due to decreases in revenue from existing customers.

Professional services and other revenues



Professional services and other revenues decreased 29% from $5.5 million in the
six months ended June 30, 2021 to $3.9 million in the six months ended June 30,
2022 primarily due to the timing of the completion of customer projects and
deployments.

Cost of revenues



Cost of revenues increased 9% from $11.2 million in the six months ended June
30, 2021 to $12.2 million in the six months ended June 30, 2022. As a percentage
of segment revenues, cost of revenues increased from 12% in the six months ended
June 30, 2021 to 13% in the six months ended June 30, 2022.

Compensation and benefits



Compensation and benefits increased 6% from $51.3 million in the six months
ended June 30, 2021 to $54.2 million in the six months ended June 30, 2022,
primarily due to an increase in salaries, benefits, and related payroll taxes of
$4.2 million, miscellaneous employee expenses of $1.1 million and other
immaterial increases within compensation and benefit accounts, partially offset
by decreases in severance expense of $2.2 million and in incentive compensation
of $1.0 million. As a percentage of segment revenues, compensation and benefits
increased from 53% in the six months ended June 30, 2021 to 57% in the six
months ended June 30, 2022. The increase in compensation and benefits as a
percentage of segment revenues is primarily driven by increased headcount
related to domestic employees.

General and administration



General and administration expenses increased 16% from $17.9 million in the six
months ended June 30, 2021 to $20.8 million in the six months ended June 30,
2022 as an increase in litigation and regulatory related expense of $3.7 million
was partially offset by a decrease in bad debt expense of $0.7 million. As a
percentage of segment revenues, general and administration expenses increased
from 18% in the six months ended June 30, 2021 to 22% in the six months ended
June 30, 2022, primarily due to an increase in litigation and regulatory related
expenses incurred during 2022.

Depreciation and amortization



Depreciation and amortization expense increased 19% from $14.0 million in the
six months ended June 30, 2021 to $16.8 million in the six months ended June 30,
2022. The increase is primarily due to an increase in internally developed
software and intangible asset amortization expense. As a percentage of segment
revenues, depreciation and amortization expense increased from 14% in the six
months ended June 30, 2021 to 18% in six months ended June 30, 2022. The
increase in depreciation and amortization as a percentage of total revenues is
primarily due to higher amortization expense incurred in 2022 driven by
increased capitalization related to internally developed software costs.

                                       47
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Nonsegment

The following table presents nonsegment operating expenses:



                                       Three Months Ended                         Six Months Ended
                                            June 30,              Percent             June 30,             Percent
                                       2022           2021        Change         2022          2021        Change

                                         (in thousands)                            (in thousands)
Operating expenses:
Compensation and benefits          $   23,014      $ 15,426          49  %    $ 41,053      $ 26,997          52  %
General and administration              8,972         7,444          21  %      17,336        14,544          19  %
Nonsegment operating expenses      $   31,986      $ 22,870          40  %    $ 58,389      $ 41,541          41  %


Three months ended June 30, 2022 compared to three months ended June 30, 2021 for Nonsegment



Compensation and benefits

Compensation and benefits increased 49% from $15.4 million in the three months
ended June 30, 2021 to $23.0 million in the three months ended June 30, 2022,
primarily due to increased headcount that resulted in increases in non-cash
compensation expense of $3.8 million, severance of $2.2 million, and salaries,
benefits and related payroll taxes of $1.3 million.

General and administration



General and administration expenses increased 21% from $7.4 million in the three
months ended June 30, 2021 to $9.0 million in the three months ended June 30,
2022. The increase was primarily due to an increase in transaction costs of $2.1
million driven by acquisition activity and system implementation costs,
partially offset by other immaterial decreases.

Six months ended June 30, 2022 compared to six months ended June 30, 2021 for Nonsegment



Compensation and benefits

Compensation and benefits increased 52% from $27.0 million in the six months
ended June 30, 2021 to $41.1 million in the six months ended June 30, 2022,
primarily due to increased headcount that resulted in increases in non-cash
compensation expense of $7.3 million, salaries, benefits and related payroll
taxes of $3.5 million, and severance of $2.1 million.

General and administration



General and administration expenses increased 19% from $14.5 million in the six
months ended June 30, 2021 to $17.3 million in the six months ended June 30,
2022. The increase was primarily due to an increase in transaction costs of $3.1
million driven by acquisition activity and system implementation costs,
partially offset by other immaterial decreases.

Non-GAAP Financial Measures



In addition to reporting results according to U.S. generally accepted accounting
principles ("GAAP"), we also disclose certain non-GAAP financial measures to
enhance the understanding of our operating performance. Those measures include
"adjusted revenues," "adjusted EBITDA," "adjusted net income" and "adjusted net
income per diluted share."

"Adjusted revenues" excludes the effect of purchase accounting on the fair value
of acquired deferred revenue. On January 1, 2022, the Company adopted ASU
2021-08 whereby it now accounts for contract assets and contract liabilities
obtained upon a business combination in accordance with ASC 606. Prior to the
adoption of ASU 2021-08, we recorded at fair value the acquired deferred revenue
for contracts in effect at the time the entities were acquired. Consequently,
revenue related to acquired entities for periods subsequent to the acquisition
did not reflect the full amount of revenue that would have been recorded by
these entities had they remained stand-alone entities. Adjusted revenues has
limitations as a financial measure, should be considered as supplemental in
nature and is not meant as a substitute for revenue prepared in accordance with
GAAP.

"Adjusted EBITDA" represents net income (loss) before deferred revenue fair value adjustment, interest income, interest expense, income tax provision (benefit), depreciation and amortization, non-cash compensation expense, restructuring charges and transaction costs, severance, accretion on contingent consideration and purchase liability, fair market value


                                       48
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adjustment on contingent consideration liability, fair market value adjustment
to investment in private company, litigation and regulatory related expenses,
foreign currency, non-income tax expense adjustment, dilution gain on equity
method investee share issuance, income or loss allocations from equity method
investments and (income) loss attributable to non-controlling interest.

"Adjusted net income" represents net income before deferred revenue fair value
adjustment, non-cash interest expense, cash interest on our convertible notes,
non-cash compensation expense, restructuring charges and transaction costs,
severance, accretion on contingent consideration and purchase liability, fair
market value adjustment on contingent consideration liability, fair market value
adjustment to investment in private company, amortization of acquired
intangibles, litigation and regulatory related expenses, foreign currency,
non-income tax expense adjustment, dilution gain on equity method investee share
issuance, income or loss allocations from equity method investments and (income)
loss attributable to non-controlling interest. Reconciling items are presented
gross of tax, and a normalized tax rate is applied to the total of all
reconciling items to arrive at adjusted net income. The normalized tax rate is
based solely on the estimated blended statutory income tax rates in the
jurisdictions in which we operate. We monitor the normalized tax rate based on
events or trends that could materially impact the rate, including tax
legislation changes and changes in the geographic mix of our operations.

"Adjusted net income per diluted share" represents adjusted net income attributable to common stockholders divided by the diluted number of weighted average shares outstanding.

Our Board and management use these non-GAAP financial measures:



•As measures of operating performance;
•For planning purposes, including the preparation of annual budgets;
•To allocate resources to enhance the financial performance of our business;
•To evaluate the effectiveness of our business strategies; and
•In communications with our Board concerning our financial performance.

Our Compensation Committee, Board of Directors and our management may also consider adjusted EBITDA, among other factors, when determining management's incentive compensation.



We also present adjusted revenues, adjusted EBITDA, adjusted net income and
adjusted net income per diluted share as supplemental performance measures
because we believe that they provide our Board, management and investors with
additional information to assess our performance. Adjusted revenues provide
comparisons from period to period by excluding the effect of purchase accounting
on the fair value of acquired deferred revenue. Adjusted EBITDA provides
comparisons from period to period by excluding potential differences caused by
variations in the age and book depreciation of fixed assets affecting relative
depreciation expense and amortization of internally developed software,
amortization of acquired intangible assets, income tax provision (benefit),
restructuring charges and transaction costs, severance, accretion on contingent
consideration and purchase liability, fair market value adjustment on contingent
consideration liability, litigation and regulatory related expenses, foreign
currency, non-income tax expense, dilution gain on equity method investee share
issuance, income or loss allocations from equity method investments, pre-tax
loss attributable to non-controlling interest, and changes in interest expense
and interest income that are influenced by capital structure decisions and
capital market conditions. Our management also believes it is useful to exclude
non-cash stock-based compensation expense from adjusted EBITDA and adjusted net
income because non-cash equity grants made at a certain price and point in time
do not necessarily reflect how our business is performing at any particular
time.

We believe adjusted revenues, adjusted EBITDA, adjusted net income and adjusted
net income per diluted share are useful to investors in evaluating our operating
performance because securities analysts use adjusted revenues, adjusted EBITDA,
adjusted net income and adjusted net income per diluted share as supplemental
measures to evaluate the overall performance of companies, and we anticipate
that our investors and analyst presentations will include adjusted revenues,
adjusted EBITDA, adjusted net income and adjusted net income per diluted share.

Adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income
per diluted share are not measurements of our financial performance under GAAP
and should not be considered as an alternative to revenues, net income,
operating income or any other performance measures derived in accordance with
GAAP, or as an alternative to cash flows from operating activities as a measure
of our profitability or liquidity.

We understand that although adjusted revenues, adjusted EBITDA, adjusted net
income and adjusted net income per diluted share are frequently used by
securities analysts and others in their evaluation of companies, these measures
have
                                       49
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limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under GAAP. In particular you should consider:



•Adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income
per diluted share do not reflect our cash expenditures, or future requirements
for capital expenditures or contractual commitments;

•Adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income per diluted share do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income per diluted share do not reflect non-cash components of employee compensation;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements;



•We paid net cash for income taxes of $5.5 million and $3.1 million for the six
months ended June 30, 2022 and 2021, respectively. In the event that we generate
taxable income and our existing net operating loss carryforwards for federal and
state income taxes have been fully utilized or have expired, income tax payments
will be higher; and

•Other companies in our industry may calculate adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income per diluted share differently than we do, limiting their usefulness as a comparative measure.



Management compensates for the inherent limitations associated with using
adjusted revenues, adjusted EBITDA, adjusted net income and adjusted net income
per diluted share through disclosure of such limitations, presentation of our
financial statements in accordance with GAAP and reconciliation of adjusted
revenues to revenues, the most directly comparable GAAP measure and adjusted
EBITDA, adjusted net income and adjusted net income per diluted share to net
income and net income per share, the most directly comparable GAAP measures.
Further, our management also reviews GAAP measures and evaluates individual
measures that are not included in some or all of our non-GAAP financial
measures, such as our level of capital expenditures and interest income, among
other measures.

                                       50
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The following table sets forth a reconciliation of total revenues to adjusted revenues based on our historical results:



                                                 Three Months Ended             Six Months Ended
                                                      June 30,                      June 30,
                                                2022           2021           2022           2021

                                                                  (in thousands)
Total revenues                               $ 318,852      $ 288,738      $ 640,215      $ 563,843
Deferred revenue fair value adjustment              54             80            108            160
Adjusted revenues                            $ 318,906      $ 288,818      $ 640,323      $ 564,003

The following table sets forth a reconciliation of net income (loss) to adjusted EBITDA based on our historical results:



                                                           Three Months Ended                     Six Months Ended
                                                                June 30,                              June 30,
                                                         2022               2021               2022               2021

                                                                                (in thousands)
Net income (loss)                                    $  (24,268)         $ (8,369)         $ (38,976)         $   6,566
Add (deduct):
Deferred revenue fair value adjustment                       54                80                108                160
Interest income                                            (713)             (197)            (1,034)              (367)
Interest expense                                          4,212             4,225              9,065              8,440
Income tax provision (benefit)                           (5,833)           15,516             (3,813)             9,928
Depreciation and amortization                            32,182            30,010             63,800             58,402
Non-cash compensation expense                            23,504            17,285             45,318             31,422
Restructuring charges and transaction costs              21,026             5,028             23,372              7,812
Severance                                                 7,148             5,377             10,254             10,291
Accretion on contingent consideration and
purchase liability                                            -               187                  -                575
Fair market value adjustment on contingent
consideration liability                                       -                 -                  -               (140)
Fair market value adjustment to investment in
private company                                               -              (758)                 -               (758)
Litigation and regulatory related expenses                4,306             1,938              7,383              3,647
Foreign currency                                            413              (138)               305                 13

Non-income tax expense adjustment                           189               295                213               (271)
Dilution gain on equity method investee share
issuance                                                 (6,934)                -             (6,934)                 -
Loss allocations from equity method
investments                                               1,400               757              2,945              4,045
(Income) loss attributable to non-controlling
interest                                                    440              (175)               817               (440)
Adjusted EBITDA                                      $   57,126          $ 71,061          $ 112,823          $ 139,325



                                       51

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The following table sets forth the reconciliation of net income (loss) to
adjusted net income and adjusted net income per diluted share based on our
historical results:

                                                                        Three Months Ended                             Six Months Ended
                                                                             June 30,                                      June 30,
                                                                    2022                    2021                  2022                  2021

                                                                           

(in thousands, except share and per share information) Net income (loss)

                                           $         

(24,268) $ (8,369) $ (38,976) $ 6,566 Income tax provision (benefit) (1)

                                     (5,833)               15,516                (3,813)                9,928
Income (loss) before income tax provision (benefit)                   (30,101)                7,147               (42,789)               16,494
Add (deduct):
Deferred revenue fair value adjustment                                     54                    80                   108                   160
Non-cash interest expense                                               1,415                 1,429                 3,474                 2,852
Cash interest - Convertible Notes                                       2,480                 2,480                 4,960                 4,960
Non-cash compensation expense                                          23,504                17,285                45,318                31,422
Restructuring charges and transaction costs                            21,026                 5,028                23,372                 7,812
Severance                                                               7,148                 5,377                10,254                10,291

Accretion on contingent consideration and purchase liability

                                                                   -                   187                     -                   575
Fair market value adjustment on contingent
consideration liability                                                     -                     -                     -                  (140)

Fair market value adjustment to investment in private company

                                                                     -                  (758)                    -                  (758)
Amortization of acquired intangibles                                   17,645                17,502                35,165                33,980
Litigation and regulatory related expenses                              4,306                 1,938                 7,383                 3,647
Foreign currency                                                          413                  (138)                  305                    13

Non-income tax expense adjustment                                         189                   295                   213                  (271)
Dilution gain on equity method investee share
issuance                                                               (6,934)                    -                (6,934)                    -
Loss allocations from equity method investments                         1,400                   757                 2,945                 4,045
(Income) loss attributable to non-controlling
interest                                                                  440                  (175)                  817                  (440)
Adjusted net income before income tax effect                           42,985                58,434                84,591               114,642
Income tax effect (2)                                                 (10,961)              (14,901)              (21,571)              (29,234)
Adjusted net income                                         $          

32,024 $ 43,533 $ 63,020 $ 85,408



Basic number of weighted-average shares outstanding                55,203,120            54,440,388            55,054,272            

54,325,353


Effect of dilutive shares:
Options to purchase common stock                                      129,217               198,277               142,510               210,381
Unvested restricted stock units                                       199,853               435,023               381,397               536,186
Convertible notes                                                   9,898,549             9,898,549             9,898,549             9,898,549
Warrants                                                               22,170                53,648                37,473                65,026
Diluted number of weighted-average shares outstanding              65,452,909            65,025,885            65,514,201            

65,035,495


Adjusted net income per share - diluted                     $            

0.49 $ 0.67 $ 0.96 $ 1.31




(1)For the three months ended June 30, 2022 and 2021, the effective tax rate
computed in accordance with GAAP equaled 19.4% and 217.1%, respectively. For the
six months ended June 30, 2022 and 2021, the effective tax rate computed in
accordance with GAAP equaled 8.9% and 60.2%, respectively.
(2)An estimated normalized effective tax rate of 25.5% has been used to compute
adjusted net income for both the three and six months ended June 30, 2022 and
2021.

Note on Income Taxes: As of December 31, 2021, we had NOL carryforwards of
approximately $195 million and $233 million for federal and state income tax
purposes, respectively, available to reduce future income subject to income
taxes. As a result, the amount of actual cash taxes we pay for federal, state
and foreign income taxes differs significantly from the effective income tax
rate computed in accordance with GAAP, and from the normalized rate shown above.

                                       52
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The following tables set forth the reconciliation of revenues to adjusted revenues and income (loss) from operations to adjusted EBITDA based on our historical results for each segment for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30, 2022


                                                     Envestnet          Envestnet Data &
                                                      Wealth               Analytics             Nonsegment             Total
                                                     Solutions

                                                                                  (in thousands)
Revenues                                          $    272,000          $   

46,852 $ - $ 318,852 Deferred revenue fair value adjustment

                      54                      -                    -                  54
Adjusted revenues                                 $    272,054          $   

46,852 $ - $ 318,906



Income (loss) from operations                     $      3,968          $   

(3,705) $ (31,986) $ (31,723) Add: Deferred revenue fair value adjustment

                      54                      -                    -                  54
Depreciation and amortization                           23,550                  8,632                    -              32,182
Non-cash compensation expense                           13,364                  1,852                8,288              23,504
Restructuring charges and transaction costs             16,897                    753                3,376              21,026
Severance                                                2,813                   (431)               4,766               7,148

Litigation and regulatory related expenses                   -                  4,306                    -               4,306
Non-income tax expense adjustment                          184                      5                    -                 189
Loss attributable to non-controlling
interest                                                   440                      -                    -                 440

Adjusted EBITDA                                   $     61,270          $      11,412          $   (15,556)         $   57,126

Three Months Ended June 30, 2021


                                                    Envestnet          Envestnet Data &
                                                     Wealth               Analytics             Nonsegment             Total
                                                    Solutions

                                                                                 (in thousands)
Revenues                                         $    240,297          $      48,441          $         -          $  288,738
Deferred revenue fair value adjustment                     80                      -                    -                  80
Adjusted revenues                                $    240,377          $    

48,441 $ - $ 288,818



Income (loss) from operations                    $     32,459          $       1,342          $   (22,870)         $   10,931
Add (deduct):
Deferred revenue fair value adjustment                     80                      -                    -                  80
Depreciation and amortization                          23,127                  6,883                    -              30,010
Non-cash compensation expense                           9,590                  3,183                4,512              17,285
Restructuring charges and transaction
costs                                                   3,821                     27                1,180               5,028
Severance                                               1,096                  1,687                2,594               5,377
Accretion on contingent consideration and
purchase liability                                        168                     19                    -                 187

Litigation and regulatory related expenses                  -                  1,938                    -               1,938
Non-income tax expense adjustment                         105                    190                    -                 295
Income attributable to non-controlling
interest                                                 (175)                     -                    -                (175)
Other                                                      88                      9                    8                 105
Adjusted EBITDA                                  $     70,359          $      15,278          $   (14,576)         $   71,061




                                       53

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Six Months Ended June 30, 2022


                                                     Envestnet          Envestnet Data &
                                                      Wealth               Analytics             Nonsegment             Total
                                                     Solutions

                                                                                  (in thousands)
Revenues                                          $    545,568          $   

94,647 $ - $ 640,215 Deferred revenue fair value adjustment

                     108                      -                    -                 108
Adjusted revenues                                 $    545,676          $   

94,647 $ - $ 640,323



Income (loss) from operations                     $     29,237          $   

(9,292) $ (58,389) $ (38,444) Add (deduct): Deferred revenue fair value adjustment

                     108                      -                    -                 108
Depreciation and amortization                           47,037                 16,763                    -              63,800
Non-cash compensation expense                           24,654                  5,387               15,277              45,318
Restructuring charges and transaction costs             17,181                    750                5,441              23,372
Severance                                                4,223                  1,211                4,820              10,254

Litigation and regulatory related expenses                   -                  7,383                    -               7,383
Non-income tax expense adjustment                          291                    (78)                   -                 213
Loss attributable to non-controlling
interest                                                   817                      -                    -                 817
Other                                                        -                      2                    -                   2
Adjusted EBITDA                                   $    123,548          $  

   22,126          $   (32,851)         $  112,823

Six Months Ended June 30, 2021


                                                    Envestnet          Envestnet Data &
                                                     Wealth               Analytics             Nonsegment             Total
                                                    Solutions

                                                                                 (in thousands)
Revenues                                         $    466,707          $      97,136          $         -          $  563,843
Deferred revenue fair value adjustment                    160                      -                    -                 160
Adjusted revenues                                $    466,867          $    

97,136 $ - $ 564,003



Income (loss) from operations                    $     66,656          $       2,631          $   (41,541)         $   27,746
Add (deduct):
Deferred revenue fair value adjustment                    160                      -                    -                 160
Depreciation and amortization                          44,355                 14,047                    -              58,402
Non-cash compensation expense                          17,419                  6,024                7,979              31,422
Restructuring charges and transaction
costs                                                   5,186                    174                2,452               7,812
Severance                                               4,183                  3,407                2,701              10,291
Accretion on contingent consideration and
purchase liability                                        510                     65                    -                 575
Fair market value adjustment on contingent
consideration liability                                     -                   (140)                   -                (140)
Litigation and regulatory related expenses                  -                  3,647                    -               3,647
Non-income tax expense adjustment                        (430)                   159                    -                (271)
Income attributable to non-controlling
interest                                                 (440)                     -                    -                (440)
Other                                                     104                      9                    8                 121
Adjusted EBITDA                                  $    137,703          $      30,023          $   (28,401)         $  139,325


                                       54

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Liquidity and Capital Resources



As of June 30, 2022, we had total cash and cash equivalents of $338.1 million
compared to $429.3 million as of December 31, 2021. We plan to use existing cash
as of June 30, 2022, cash generated in the ongoing operations of our business
and amounts under our revolving credit facility to fund our current operations,
capital expenditures and possible acquisitions or other strategic activity, and
to meet our debt service obligations. If the cash generated in the ongoing
operations of our business is insufficient to fund these requirements, we may be
required to borrow under our revolving credit facility or incur additional debt
to fund our ongoing operations or to fund potential acquisitions or other
strategic activities. As of June 30, 2022, we had $500.0 million available to
borrow under our revolving credit facility, subject to covenant compliance.

Cash Flows

The following table presents information regarding our cash flows and cash, cash equivalents and restricted cash for the periods indicated:



                                                                    Six Months Ended
                                                                        June 30,
                                                                   2022          2021

                                                                     (in thousands)
Net cash provided by operating activities                       $ 52,642      $ 119,159
Net cash used in investing activities                            (98,008)   

(109,368)


Net cash used in financing activities                            (43,741)   

(24,308)


Effect of exchange rate on changes on cash                        (2,057)   

(524)

Net decrease in cash, cash equivalents and restricted cash (91,164)

(15,041)

Cash, cash equivalents and restricted cash, end of period 338,264


    369,673



Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2022
was $52.6 million compared to net cash provided by operating activities of
$119.2 million for the same period in 2021. The decrease was primarily due to a
decrease in pre-tax income period over period of $59.3 million and timing of
payments within working capital items.

Investing Activities



Net cash used in investing activities for the six months ended June 30, 2022 was
$98.0 million compared to net cash used in investing activities of $109.4
million for the same period in 2021. The decrease was primarily due to a
decrease in cash disbursements for various acquisitions and investments in
privately held companies of $15.2 million and a decrease in cash disbursements
for proprietary technology assets of $10.5 million, partially offset by an
additional $11.2 million of internally developed software costs capitalized in
2022 as compared to the same period in 2021 and $4.4 million related to the
issuance of notes receivable to equity method investees in 2022.

Financing Activities



Net cash used in financing activities for the six months ended June 30, 2022 was
$43.7 million compared to net cash used in financing activities of $24.3 million
for the same period in 2021, primarily due to finance lease payments of $14.5
million in 2022, increased share repurchases of $7.1 million in the current year
period and an additional $5.1 million of taxes paid on the vesting of restricted
shares in 2022 as compared to the same period in 2021. These increases were
partially offset by decreased contingent consideration payments of $8.5 million.

Commitments and Off-Balance Sheet Arrangements

Purchase Obligations and Indemnifications

See "Part I, Item 1, Note 17-Commitments, Purchase Obligations and Indemnifications" for purchase obligations and indemnifications details.


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Procurement of Technology Solutions

See "Part I, Item 1, Note 7-Goodwill and Intangible Assets, net, Procurement of Technology Solutions" and Note 17-Commitments for details related to these transactions.

Investment in Privately Held Company

See "Part I, Item 1, Note 3- Acquisitions and Other Investments" for details related to this transaction.



Legal Proceedings

See "Part I, Item 1, Note 17-Commitments, Legal Proceedings" for legal proceedings details.

Critical Accounting Policies and Estimates



The preparation of financial statements and related disclosures in conformity
with GAAP requires us to make judgments, assumptions, and estimates that affect
the amounts reported in the condensed consolidated financial statements and
accompanying notes. "Note 2-Summary of Significant Accounting Policies" to the
consolidated financial statements in our 2021 Form 10-K describes the
significant accounting policies and methods used in the preparation of the
consolidated financial statements. Our critical accounting estimates, identified
in Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part II, Item 7 of our 2021 Form 10-K include, but are not limited
to, the discussion of estimates used for recognition of revenues, the
determination of the period of benefit for deferred sales incentive commissions,
impairment of goodwill and acquired intangible assets and income taxes. Such
accounting policies and estimates require significant judgments and assumptions
to be used in the preparation of the condensed consolidated financial
statements, and actual results could differ materially from the amounts
reported.

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