0001677703-24-000037 | 10-K | XBRL Viewer

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Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 287	$ 358	$ 0
Weighted Average Amortization	15 years
Gross Carrying Amount	$ 85	95
Accumulated Amortization	53	56
Net Amount	32	39
Amortization expense related to intangible assets	7	13	$ 135
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	5
2025	4
2026	4
2027	3
2028	3
Commercial
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	287	358
Net Amount	31
Government:
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	0	0
Net Amount	1
Transportation:
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	0	$ 0
Net Amount	$ 0

Shareholder's Equity - Stock (Details) shares in Millions	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock authorized for issuance (in shares)	100.0
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.01
Common stock authorized (in shares)	1,000.0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01
Incentive compensation
Class of Stock [Line Items]
Common stock reserved for issuance and conversion (in shares)	23.9
Preferred Stock
Class of Stock [Line Items]
Common stock reserved for issuance and conversion (in shares)	5.4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)		3 Months Ended	12 Months Ended
	May 16, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Revenue			$ (3,722,000,000)	$ (3,858,000,000)	$ (4,140,000,000)
Income (loss) before income taxes			332,000,000	127,000,000	25,000,000
Accounts receivable			(559,000,000)	(630,000,000)
Other current liabilities			328,000,000	382,000,000
Write-off of previously capitalized implementation costs			$ 0	$ 0	$ 28,000,000
Authorized share repurchase amount	$ 75,000,000
Authorized share repurchase period	3 years
Conduent Victoria Ticketing System Pty Ltd
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity investment percentage						80.00%
Conduent Victoria Ticketing System Pty Ltd \| Convergint Australia Pty Ltd
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Remaining ownership percentage						20.00%
Revision of Prior Period, Error Correction, Adjustment
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Revenue		$ 7,000,000
Income (loss) before income taxes		7,000,000
Accounts receivable		1,000,000
Other current liabilities		$ 6,000,000

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue by major service offering and reportable segment and the timing of revenue recognition. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments.


	Year Ended December 31,
(in millions)	2023		2022		2021
Commercial:
Customer experience management	$	619	$	636	$	629
Business operations solutions	516		553		567
Healthcare claims and administration solutions	357		368		367
Human capital solutions	440		435		454
Total Commercial	1,932		1,992		2,017
Government:
Government healthcare solutions	605		589		576
Government services solutions	489		561		731
Total Government	1,094		1,150		1,307
Transportation:
Road usage charging & management solutions	317		328		327
Transit solutions	237		226		262
Curbside management solutions	76		85		82
Public safety solutions	58		62		67
Commercial vehicles	8		8		8
Total Transportation	696		709		746
Other:
Divestitures	—		7		70

Total Other	—		7		70
Total Consolidated Revenue	$	3,722	$	3,858	$	4,140

Timing of Revenue Recognition:
Point in time	$	107	$	115	$	111
Over time	3,615		3,743		4,029
Total Revenue	$	3,722	$	3,858	$	4,140

The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings. The following is a description of the major service offerings:

Customer Experience Management: The Company delivers a full range of omni-channel customer contact services and customer communications, including customer care, technical support, loyalty management, and outbound and inbound sales. The Company creates better experiences across the customer lifecycle through a variety of channels including social media, chat, email, voice and virtual agent to help customers where and how they want to engage.

Business Operations Solutions: The Company helps its clients transform business processes and drive efficiency, automation and scale across essential business functions. The Company streamlines mission-critical operations through its deep industry experience, understanding of its clients’ operations and the latest technology solutions, to reduce costs, improve security, performance and accuracy and enable revenue growth, while enhancing the end-user experience. The Company's portfolio of solutions spans automated document and data management, payments processing, finance, accounting, and procurement and financial industry solutions.

Healthcare Claims and Administration Solutions: On behalf of the healthcare and casualty insurance industries, the Company delivers administration, clinical support, bill review and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experiences for members and patients. The Company's solutions span: trials, sales, access, and adherence to pharmaceutical clients; medical bill review, claim processing, care integration, subrogation and payment integrity solutions to managed care companies; and workers compensation medical bill review, intake mailroom/data capture and medical management services to claims payers and third-party administrators.

Human Capital Solutions: The Company provides services to support its clients' employees at all stages of their employment from on-boarding through retirement. The Company's solutions span Benefits Administration Solutions, Human Resources ("HR") and Payroll Solutions, Health Savings Account Solutions and Learning Solutions. On behalf of global organizations and governments, the Company delivers mission-critical, technology-led HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement, and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, HR, talent, and workforce management.

Government Healthcare Solutions: The Company provides mission-critical program administration solutions for government healthcare programs with a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, customer contact services, application processing, premium billing, and case management solutions.

Government Services Solutions: The Company is a leader in government payment disbursements for federally sponsored programs including Supplemental Nutrition Assistance Program ("SNAP"), and Women, Infant and Children ("WIC") as well as government-initiated cash disbursements including child support and Unemployment Insurance ("UI"). The Company also offers a broad set of child support services predominately to State Disbursement Units ("SDUs"), including processing and distributing payment, child support payment cards, childcare credentialing, and case management, among others, to help states comply with federal standards.

Road Usage Charging & Management Services: The Company's electronic tolling, urban congestion management and mileage-based user solutions help its clients get travelers to where they need to go while generating revenue for infrastructure improvements. The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit Solutions: For train, bus, subway, metro and other transit travelers, the Company helps make journeys more personalized and convenient while increasing fare collections for authorities and agencies. The Company combines fare collection and intelligent mobility to provide clients with the added efficiency of a single point of management for all transit solutions.

Curbside Management Solutions: The Company delivers intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experiences for drivers. The Company's curbside solutions include citation and permit administration, parking enforcement and curbside demand management.

Public Safety Solutions: The Company provides data analytics, automated photo enforcement and other public safety solutions to make streets and communities safer. Photo enforcement systems include red light, fixed and mobile speed, school bus, work zone, school zone, bus lane, high occupancy and other forms of photo enforcement systems.

Commercial Vehicles: The Company provides computer-aided dispatch/automatic vehicle location technology to help clients manage their fleet operations.

Contract Balances

The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are the Company’s rights to consideration for services provided when the right is conditioned on something other than passage of time (for example, meeting a milestone for the right to bill under the cost-to-cost measure of progress). Contract assets are transferred to Accounts receivable, net when the rights to consideration become unconditional. Unearned income includes payments received in advance of performance under the contract, which are realized when the associated revenue is recognized under the contract.

The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:


(in millions)	December 31, 2023		December 31, 2022
Contract Assets (Unearned Income)
Current contract assets	$	178	$	171
Long-term contract assets(1)	12		12
Current unearned income	(91)		(81)
Long-term unearned income(2)	(55)		(42)
Net Contract Assets	$	44	$	60
Accounts receivable, net	$	559	$	630

__________

(1)Presented in Other long-term assets in the Consolidated Balance Sheets

(2)Presented in Other long-term liabilities in the Consolidated Balance Sheets

Revenues of $61 million and $76 million were recognized during the years ended December 31, 2023 and 2022, respectively, related to the Company's unearned income at December 31, 2022 and December 31, 2021. The Company recorded a $3 million asset impairment charge related to contract assets for the year ended December 31, 2023. There were no material asset impairment charges related to contract assets in the years ended December 31, 2022 or 2021.

Transaction Price Allocated to the Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at December 31, 2023, was approximately $1.5 billion. The Company expects to recognize approximately 62% of this revenue over the next 2 years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel that are incremental costs related to obtaining customer contracts. As of December 31, 2023 and 2022, the net book value of these costs was $21 million and $24 million, respectively, and is included in Deferred contract costs, net within Other long-term assets. The judgments made in determining the amount of costs incurred include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the contract or the estimated life of the customer relationship if renewals are expected and the renewal commission is not commensurate with the initial commission. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.

In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net

book value of these costs totaled $10 million and $28 million as of December 31, 2023 and 2022, respectively, and are included in Deferred contract costs, net within Other long-term assets.

The Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of these costs, which comprise set-up/transition activities, was $60 million and $30 million as of December 31, 2023 and 2022, respectively, and are included in Deferred contract costs, net within Other long-term assets. Contract fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit.

These costs are periodically reviewed for impairment.

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2023, 2022 and 2021, were $40 million, $34 million and $39 million, respectively.

The expected amortization expense for the next five years and thereafter for these costs to obtain and fulfill a contract is as follows (in millions):


2024		2025		2026		2027		2028		Thereafter
$	38	$	18	$	13	$	9	$	5	$	8

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Stock-based Compensation Expense, Tax Effect

Stock-based compensation expense was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Stock-based compensation expense, pre-tax	$	19	$	21	$	21
Income tax benefit recognized in earnings	4		4		3

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Summary of Stock-based Compensation Activity


	2023			2022			2021
(shares in thousands)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	3,165	$	5.39	3,792	$	4.57	5,620	$	3.49
Granted	5,418	3.51		3,431	5.15		2,677	6.65
Vested	(3,103)	4.49		(3,238)	4.38		(3,117)	4.69
Canceled	(449)	4.26		(820)	4.56		(1,388)	3.96
Outstanding at December 31	5,031	4.02		3,165	5.39		3,792	4.57

Performance Stock Units / Shares
Outstanding at January 1	3,097	$	5.16	3,609	$	4.71	5,453	$	3.83
Granted	3,052	3.27		2,186	4.80		1,545	6.54
Vested	(49)	1.39		(1,688)	2.02		(1,945)	3.37
Canceled	(1,087)	5.52		(1,010)	8.02		(1,444)	5.13
Outstanding at December 31	5,013	3.97		3,097	5.16		3,609	4.71

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2023 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	12	1.7
Performance Stock Units / Shares	5		1.8
Total	$	17

Schedule of Aggregate intrinsic value restricted stock and performance shares compensation awards

The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):


Awards	December 31, 2023
Restricted Stock Units / Shares	$	18
Performance Stock Units / Shares	18

Schedule of Vested and exercised stock based awards total intrinsic value and tax benefit realized

The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:


(in millions)	December 31, 2023						December 31, 2022						December 31, 2021
Awards	Total Intrinsic Value		Cash Received		Tax Benefit		Total Intrinsic Value		Cash Received		Tax Benefit		Total Intrinsic Value		Cash Received		Tax Benefit
Restricted Stock Units / Shares	$	11	$	—	$	2	$	13	$	—	$	3	$	17	$	—	$	3
Performance Stock Units / Shares	—		—		—		7		—		1		11		—		2

Shareholders' Equity - Share-based Compensation, Activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2023 tranche $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Number of tranches for vesting \| tranche	3
Award vesting period	3 years
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)	3,165	3,792	5,620
Granted (in shares)	5,418	3,431	2,677
Vested (in shares)	(3,103)	(3,238)	(3,117)
Cancelled (in shares)	(449)	(820)	(1,388)
Outstanding at end of period (in shares)	5,031	3,165	3,792
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 5.39	$ 4.57	$ 3.49
Granted (in dollars per share) \| $ / shares	3.51	5.15	6.65
Vested (in dollars per share) \| $ / shares	4.49	4.38	4.69
Cancelled (in dollars per share) \| $ / shares	4.26	4.56	3.96
Outstanding at end of period (in dollars per share) \| $ / shares	$ 4.02	$ 5.39	$ 4.57
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
DSUs issued (in shares)	370
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Award vesting period	2 years 9 months
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)	3,097	3,609	5,453
Granted (in shares)	3,052	2,186	1,545
Vested (in shares)	(49)	(1,688)	(1,945)
Cancelled (in shares)	(1,087)	(1,010)	(1,444)
Outstanding at end of period (in shares)	5,013	3,097	3,609
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 5.16	$ 4.71	$ 3.83
Granted (in dollars per share) \| $ / shares	3.27	4.80	6.54
Vested (in dollars per share) \| $ / shares	1.39	2.02	3.37
Cancelled (in dollars per share) \| $ / shares	5.52	8.02	5.13
Outstanding at end of period (in dollars per share) \| $ / shares	$ 3.97	$ 5.16	$ 4.71

Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Federal Income Taxes
Current	$ 6	$ 30	$ 6
Deferred	(41)	14	(23)
Foreign Income Taxes
Current	12	9	15
Deferred	(2)	(2)	2
State Income Taxes
Current	0	8	3
Deferred	(11)	(4)	0
Total Provision (Benefit)	$ (36)	$ 55	$ 3

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Basic and Diluted Earnings per Share

The following table sets forth the computation of basic and diluted loss per share of common stock:


	Year Ended December 31,
(in millions, except per share data. Shares in thousands)	2023		2022		2021
Basic Net Earnings (Loss) per Share:
Net Income (Loss)	$	(296)	$	(182)	$	(28)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Basic	$	(306)	$	(192)	$	(38)

Diluted Net Earnings (Loss) per Share:
Net Income (Loss)	$	(296)	$	(182)	$	(28)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$	(306)	$	(192)	$	(38)

Weighted Average Common Shares Outstanding - Basic	216,779		215,886		212,719
Common Shares Issuable with Respect to:
Restricted Stock And Performance Units / Shares	0		0		0

Weighted Average Common Shares Outstanding - Diluted	216,779		215,886		212,719

Net Earnings (Loss) per Share:
Basic	$	(1.41)	$	(0.89)	$	(0.18)
Diluted	$	(1.41)	$	(0.89)	$	(0.18)

The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands):
Restricted stock and performance shares/units	8,652		5,469		8,210

Convertible preferred stock	5,393		5,393		5,393
Total Anti-Dilutive and Contingently Issuable Securities	14,045		10,862		13,603

Fair Value of Financial Assets and Liabilities - Recurring (Details) - Fair Value, Measurements, Recurring - Significant Other Observable Inputs (Level 2) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Assets:
Foreign exchange contract - forward	$ 1	$ 0
Total Assets	1	0
Liabilities:
Foreign exchange contracts - forward	0	1
Total Liabilities	$ 0	$ 1

Income Taxes - Schedule of Net Operating Loss Carryforwards (NOL) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Gross	$ 678	$ 675
Tax Effected	98	96
U.S Federal NOLs limited by Section 382 of the Tax Code
Operating Loss Carryforwards [Line Items]
Gross	3	4
Tax Effected	1	1
U.S. State NOLs
Operating Loss Carryforwards [Line Items]
Gross	367	367
Tax Effected	18	19
Foreign NOLs
Operating Loss Carryforwards [Line Items]
Gross	308	304
Tax Effected	$ 79	$ 76

Leases - Lease Info (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating Leases, Weighted average discount rates	8.10%	6.30%
Finance Leases, Weighted average discount rates	9.00%	7.00%
Operating Leases, Weighted average remaining lease term	4 years	4 years
Finance Leases, Weighted average remaining lease term	2 years	2 years
Operating lease value which has not commenced	$ 1
Average lease term of lease which has not commenced	3 years
Held for sale operating lease value which has not commenced	$ 11

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Loss before income taxes (pre-tax income (loss)) was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Domestic loss	$	(349)	$	(149)	$	(68)
Foreign income	17		22		43
Loss Before Income Taxes	$	(332)	$	(127)	$	(25)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Federal Income Taxes
Current	$	6	$	30	$	6
Deferred	(41)		14		(23)
Foreign Income Taxes
Current	12		9		15
Deferred	(2)		(2)		2
State Income Taxes
Current	—		8		3
Deferred	(11)		(4)		—
Total Provision (Benefit)	$	(36)	$	55	$	3

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	(1.2)	%	(3.5)	%	(15.5)	%

Change in valuation allowance for deferred tax assets	0.8	%	(8.0)	%	(20.4)	%
State taxes, net of federal benefit	3.1	%	(2.4)	%	(8.6)	%
Tax-exempt income, credits and incentives	0.8	%	3.0	%	38.4	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	(0.4)	%	(1.9)	%	(11.1)	%
Divestitures	—	%	(17.9)	%	2.1	%
Impairments(2)	(12.2)	%	(39.8)	%	(3.1)	%
Unrecognized tax benefits	0.4	%	6.6	%	0.8	%
Audit and other tax adjustments	(1.4)	%	(1.2)	%	(22.9)	%
Excess tax benefits	—	%	0.6	%	7.5	%
Other(3)	(0.2)	%	(0.4)	%	2.1	%
Effective Income Tax Rate	10.7	%	(43.9)	%	(9.7)	%

_______________

(1) The “Foreign rate differential adjusted for U.S. taxation of foreign profits” includes the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries.

(2) Impairment represents adjustments for the non-deductible component of goodwill in 2023 and 2022 and impairment of an equity investment in 2021.

(3) In 2023 and 2022, the "Other" line includes immaterial reconciling items. In 2021, the "Other" line includes two reconciling items above 5% of the federal statutory rate. The impact to the effective rate is driven by the low pretax book income in 2021, and these items are otherwise immaterial.

On a consolidated basis, the Company paid $18 million, $53 million and $25 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2023, 2022 and 2021, respectively.

Unrecognized Tax Benefits and Audit Resolutions

The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, the Company believes that certain positions may not be fully sustained upon review by tax authorities. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where the Company has determined that its tax return filing position does not satisfy the more-likely-than-not recognition threshold, the Company has recorded no tax benefits.

The Company is also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope of its operations. Ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease the Company's effective tax rate, as well as impact its operating results. The specific timing of when the resolution of each tax position will be reached is uncertain.

As of December 31, 2023, the Company had $10 million of unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:


(in millions)	2023		2022		2021
Balance at January 1	$	12	$	23	$	23

Additions related to prior years positions	—		1		3
Reductions related to prior years positions	(1)		(2)		(3)
Settlements with taxing authorities	(1)		(5)		—
Lapse of Statute of limitations	—		(5)		—

Balance at December 31	$	10	$	12	$	23

The Company maintains offsetting benefits from other jurisdictions of $1 million, $1 million and $12 million, at December 31, 2023, 2022 and 2021, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $2 million, $3 million and $12 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2023, 2022 and 2021, respectively. We are subject to federal income tax examinations in the U.S. and to income tax examinations in various states and foreign jurisdictions. In the U.S., the Company is no longer subject to U.S. federal income tax examinations for years before 2017. With limited exceptions, as of December 31, 2023, we are no longer subject to state, local or foreign examinations by tax authorities for years before 2017.

Deferred Income Taxes

The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $334 million as of December 31, 2023. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A determination of the unrecognized deferred taxes related to these other components of the Company's outside basis differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.

The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:


	December 31,
(in millions)	2023		2022
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	100	$	99
Operating reserves, accruals and deferrals	49		46
Deferred compensation	5		6
Interest expense capitalization	18		—
Settlement reserves	4		12
Operating lease liabilities	48		54
Tax credits	6		6
Capitalized research and experimentation costs	21		13
Other	2		3
Subtotal	253		239
Valuation allowance	(100)		(102)
Total	$	153	$	137

Deferred Tax Liabilities

Intangibles and goodwill	$	29	$	44
Depreciation	72		90
Operating lease right-of-use assets	43		49
Other	18		17
Total	$	162	$	200

Total Deferred Tax Assets (Liabilities), Net	$	(9)	$	(63)

The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was a decrease of $2 million and an increase of $20 million, respectively. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which the Company has concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.

Although realization is not assured, the Company has concluded that it is more-likely-than-not that the deferred tax assets, for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

At December 31, 2023, the Company had tax credit carryforwards of $6 million available to offset future income taxes, which will expire between 2027 and 2042, if not utilized.

The following table presents the Company's worldwide net operating loss carryforwards ("NOLs") as of December 31, 2023 and 2022:


	December 31, 2023				December 31, 2022
(in millions)	Gross		Tax Effected		Gross		Tax Effected
U.S Federal NOLs limited by Section 382 of the Tax Code	$	3	$	1	$	4	$	1
U.S. State NOLs	367		18		367		19
Foreign NOLs	308		79		304		76
Total	$	678	$	98	$	675	$	96

The Company has $678 million of gross net operating loss carryforwards for income tax purposes including $532 million that will expire between 2024 and 2043, if not utilized, and $146 million available to offset future taxable income indefinitely. The Company had $6 million of state capital loss carryforwards for income tax purposes that will expire in 2024, if not utilized, and $11 million of foreign capital losses available to offset future capital gains income indefinitely. The Company does not expect to receive a tax benefit for the majority of the NOLs presented above, as valuation allowances have been recorded against most of the state and foreign NOLs and capital losses.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Assets/Liabilities Held for Sale and Divestiture - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Feb. 08, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		$ 3,722	$ 3,858	$ 4,140
Pre-tax gain on divestiture	$ 166
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]		Gain (Loss) on Disposition of Business
Income taxes in connection with divestiture	62
Curbside and Public Safety
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		$ 134	146	149
Pre-tax profit		22	36	54
BenefitWallet
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		127	71	44
Pre-tax profit		103	48	16
Midas Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		0	$ 7	$ 70
Curbside and Public Safety
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Definitive agreement to sell value		230
BenefitWallet
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Definitive agreement to sell value		$ 425
Midas
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration for divestiture	$ 322

Leases - Balance Sheet Classification (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 191	$ 197
Current operating lease liabilities	$ 54	$ 57
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Operating Lease, Liability, Noncurrent	$ 157	$ 160
Present value of lease liabilities	211	217
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	21	19
Finance Lease, Liability, Current	$ 12	$ 10
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Finance Lease, Liability, Noncurrent	$ 10	$ 10
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Present value of lease liabilities	$ 22	$ 20

Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Aggregate cumulative undistributed earnings of foreign subsidiaries	$ 334
Deferred Tax Assets
Net operating losses and capital loss carryforward	100	$ 99
Operating reserves, accruals and deferrals	49	46
Deferred compensation	5	6
Interest expense capitalization	18	0
Settlement reserves	4	12
Operating lease liabilities	48	54
Tax credits	6	6
Capitalized research and experimentation costs	21	13
Other	2	3
Subtotal	253	239
Valuation allowance	(100)	(102)
Total	153	137
Deferred Tax Liabilities
Intangibles and goodwill	29	44
Depreciation	72	90
Operating lease right-of-use assets	43	49
Other	18	17
Total	162	200
Total Deferred Tax Assets (Liabilities), Net	(9)	(63)
Change in valuation allowance	(2)	20
Tax credit carryforwards	6
Gross net operating loss carryforwards	678	$ 675
Gross net operating loss carryforwards that will expire between 2024 and 2043	532
Foreign capital losses available to offset future capital gains income	11
Carryforward Indefinitely
Deferred Tax Liabilities
Gross net operating loss carryforwards available to offset future taxable income	$ 146

Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Current contract assets	$ 178	$ 171
Long-term contract asset	12	12
Current unearned income	(91)	(81)
Long-term unearned income	(55)	(42)
Net Contract Assets	44	60
Accounts receivable, net	$ 559	$ 630

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Florham Park, New Jersey
Auditor Firm ID	238

Accounts Receivable, Net (Details) - USD ($) $ in Millions	12 Months Ended
Accounts Receivable, Net (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts receivable, net	$ 559	$ 630
Accounts receivable sales	$ 616	$ 507

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease, Cost

The components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Finance Lease Costs:
Amortization of right of use assets	$	12	$	10	$	10
Interest on lease liabilities	2		1		1
Total Finance Lease Costs	$	14	$	11	$	11
Operating lease costs:
Base rent	$	75	$	79	$	85
Short-term lease costs	2		4		4
Variable lease costs(1)	23		24		23
Sublease income	—		(1)		(1)
Total Operating Lease Costs	$	100	$	106	$	111

__________

(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Lessee, Operating Lease, Disclosure

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	83	$	93	$	99
Operating cash flows from finance leases	3		1		1
Total Cash Flow from Operating Activities	$	86	$	94	$	100

Financing cash flow from finance leases	$	16	$	10	$	9

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	70	$	43	$	68
Finance leases	$	21	$	14	$	5

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2023		2022
Operating lease assets:
Operating lease right-of-use assets	$	191	$	197
Operating lease liabilities:
Other current liabilities	54		57
Operating lease liabilities	157		160
Total Operating Lease Liabilities	$	211	$	217

Finance lease assets:
Land, buildings and equipment, net	$	21	$	19
Finance lease liabilities:
Current portion of long-term debt	12		10
Long-term debt	10		10
Total Finance Lease Liabilities	$	22	$	20

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2023 and 2022 were as follows:


	December 31, 2023				December 31, 2022
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.1	%	9.0	%	6.3	%	7.0	%
Weighted average remaining lease term (in years)	4		2		4		2

Finance Lease, Liability, Maturity

Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows:


	December 31, 2023
(in millions)	Operating Lease Payments		Finance Lease Payments
2024	$	69	$	13
2025	58		5
2026	49		2
2027	38		2
2028	17		3
Thereafter	20		—
Total undiscounted lease payments	251		25
Less imputed interest	40		3
Present value of lease liabilities	$	211	$	22

Debt - Interest Income/Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense	$ 111	$ 84	$ 55
Interest Income	$ 18	$ 7	$ 1

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Revenue - Expected Amortization (Details) $ in Millions	Dec. 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
2024	$ 38
2025	18
2026	13
2027	9
2028	5
Thereafter	$ 8

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Service Line


	Year Ended December 31,
(in millions)	2023		2022		2021
Commercial:
Customer experience management	$	619	$	636	$	629
Business operations solutions	516		553		567
Healthcare claims and administration solutions	357		368		367
Human capital solutions	440		435		454
Total Commercial	1,932		1,992		2,017
Government:
Government healthcare solutions	605		589		576
Government services solutions	489		561		731
Total Government	1,094		1,150		1,307
Transportation:
Road usage charging & management solutions	317		328		327
Transit solutions	237		226		262
Curbside management solutions	76		85		82
Public safety solutions	58		62		67
Commercial vehicles	8		8		8
Total Transportation	696		709		746
Other:
Divestitures	—		7		70

Total Other	—		7		70
Total Consolidated Revenue	$	3,722	$	3,858	$	4,140

Timing of Revenue Recognition:
Point in time	$	107	$	115	$	111
Over time	3,615		3,743		4,029
Total Revenue	$	3,722	$	3,858	$	4,140

Contract Assets, Unearned Income and Accounts Receivable

The following table provides information about the balances of the Company's contract assets, unearned income and receivables from contracts with customers:


(in millions)	December 31, 2023		December 31, 2022
Contract Assets (Unearned Income)
Current contract assets	$	178	$	171
Long-term contract assets(1)	12		12
Current unearned income	(91)		(81)
Long-term unearned income(2)	(55)		(42)
Net Contract Assets	$	44	$	60
Accounts receivable, net	$	559	$	630

__________

(1)Presented in Other long-term assets in the Consolidated Balance Sheets

(2)Presented in Other long-term liabilities in the Consolidated Balance Sheets

Schedule of Expected amortization expense

The expected amortization expense for the next five years and thereafter for these costs to obtain and fulfill a contract is as follows (in millions):


2024		2025		2026		2027		2028		Thereafter
$	38	$	18	$	13	$	9	$	5	$	8

Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) is comprised of the following:


	Year Ended December 31,
	2023				2022				2021
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	31	$	31	$	(41)	$	(41)	$	(31)	$	(31)

Translation adjustments gains (losses)	$	31	$	31	$	(41)	$	(41)	$	(31)	$	(31)
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	1	$	1	$	(1)	$	(1)	$	(1)	$	(1)

Net Unrealized Gains (Losses)	$	1	$	1	$	(1)	$	(1)	$	(1)	$	(1)

Defined Benefit Plans Gains (Losses)

Net actuarial/prior service gains (losses)	$	(1)	$	(1)	$	5	$	5	$	1	1


Changes in Defined Benefit Plans Gains (Losses)	$	(1)	$	(1)	$	5	$	5	$	1	$	1

Other Comprehensive Income (Loss)	$	31	$	31	$	(37)	$	(37)	$	(31)	$	(31)

Schedule of Accumulated Other Comprehensive Income (Loss)

Below are the balances and changes in AOCL(1):


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2020	$	(400)	$	3	$	(1)	$	(398)

Other comprehensive income (loss) before reclassifications	(31)		(1)		1		(31)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(31)		(1)		1		(31)
Balance at December 31, 2021	$	(431)	$	2	$	—	$	(429)
Other comprehensive income (loss) before reclassifications	(41)		(1)		5		(37)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(41)		(1)		5		(37)
Balance at December 31, 2022	$	(472)	$	1	$	5	$	(466)
Other comprehensive income (loss) before reclassifications	31		1		(1)		31
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	31		1		(1)		31
Balance at December 31, 2023	$	(441)	$	2	$	4	$	(435)

__________

(1)All amounts are net of tax. Tax effects were immaterial.

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted Cash [Abstract]
Restricted Cash, Current	$ 21	$ 16	$ 5

Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Assets and Liabilities

The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2.


(in millions)	December 31, 2023		December 31, 2022
Assets:
Foreign exchange contract - forward	$	1	$	—
Total Assets	$	1	$	—
Liabilities:
Foreign exchange contracts - forward	$	—	$	1
Total Liabilities	$	—	$	1

Schedule of Estimated Fair Values of Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

The estimated fair values of other financial assets and liabilities were as follows:


	December 31, 2023				December 31, 2022
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	1,248	$	1,191	$	1,277	$	1,155
Liabilities held for sale	$	58	$	58	$	—	$	—

Preferred Stock	12 Months Ended
Preferred Stock	Dec. 31, 2023
Equity [Abstract]
Preferred Stock	Preferred Stock Series A Preferred Stock In connection with the December 31, 2016 separation from the Company's former parent company (the "Separation"), the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments. If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for the Company's common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.

Consolidated Statements of Shareholders' Equity - USD ($)
$ in Millions

Total

Common Stock

Treasury Stock

Additional Paid-in Capital

Retained Earnings

AOCL

^[1]

Non-controlling Interest

Beginning Balance at Dec. 31, 2020

$ 1,190

$ 2

$ 0

$ 3,899

$ (2,313)

$ (398)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Dividends - preferred stock

(10)

Stock incentive plans, net

Treasury stock purchases

Contribution from noncontrolling interest

Comprehensive Income (Loss):

Net Loss

(28)

Other comprehensive income (loss), net

(31)

^[2]

(31)

Comprehensive Income (Loss), Net

(59)

(28)

(31)

Ending Balance at Dec. 31, 2021

1,132

3,910

(2,351)

(429)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Dividends - preferred stock

(10)

Stock incentive plans, net

Treasury stock purchases

Contribution from noncontrolling interest

Comprehensive Income (Loss):

Net Loss

(182)

Other comprehensive income (loss), net

(37)

^[2]

(37)

Comprehensive Income (Loss), Net

(219)

(182)

(37)

Ending Balance at Dec. 31, 2022

917

3,924

(2,543)

(466)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Dividends - preferred stock

(10)

Stock incentive plans, net

Treasury stock purchases

(27)

Contribution from noncontrolling interest

Comprehensive Income (Loss):

Net Loss

(296)

Other comprehensive income (loss), net

^[2]

Comprehensive Income (Loss), Net

(265)

(296)

Ending Balance at Dec. 31, 2023

$ 633

$ 2

$ (27)

$ 3,938

$ (2,849)

$ (435)

$ 4

[1]	AOCL - Accumulated other comprehensive loss.
[2]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Statement of Comprehensive Income [Abstract]

Net Income (Loss)

$ (296)

$ (182)

$ (28)

Other Comprehensive Income (Loss), Net

Currency translation adjustments, net

^[1]

(41)

(31)

Unrecognized gains (losses), net

^[1]

(1)

Changes in benefit plans, net

^[1]

(1)

Other Comprehensive Income (Loss), Net

^[1]

(37)

(31)

Comprehensive Income (Loss), Net

$ (265)

$ (219)

$ (59)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 15, 2021
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 1,300.0	$ 1,335.0
Capacity utilized		$ 2.0
Maximum net leverage ratio		3.50
Deferred discounts and debt issuance costs		$ 30.0
Write-off of debt issuance costs and discounts		0.0	0.0	$ (15.0)
Interest paid on debt		$ 106.0	84.0	$ 40.0
Eurocurrency
Line of Credit Facility [Line Items]
Variable rate on debt		2.25%
Revolving credit facility maturing 2026
Line of Credit Facility [Line Items]
Commitment fee percentage		0.40%
Revolving credit facility maturing 2026 \| Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage		0.30%
Revolving credit facility maturing 2026 \| Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage		0.50%
Senior notes due 2029
Line of Credit Facility [Line Items]
Interest rate		6.00%
2016 credit facility
Line of Credit Facility [Line Items]
Write-off of debt issuance costs and discounts		$ 13.0
Revolving credit facility maturing 2026
Line of Credit Facility [Line Items]
Letter of credit available amount		550.0
Term loan A due 2026
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 238.0	252.0		$ 265.0
Term loan A due 2026 \| Eurocurrency \| Minimum
Line of Credit Facility [Line Items]
Variable rate on debt		1.75%
Term loan A due 2026 \| Eurocurrency \| Maximum
Line of Credit Facility [Line Items]
Variable rate on debt		2.75%
Term loan B due 2028
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 505.0	510.0		515.0
Term loan B due 2028 \| Eurocurrency
Line of Credit Facility [Line Items]
Variable rate on debt		4.25%
Term loan B due 2028 \| Base Rate
Line of Credit Facility [Line Items]
Variable rate on debt		3.25%
Letter of Credit
Line of Credit Facility [Line Items]
Letter of credit sub-facility					$ 300.0
Revolving credit facility maturing 2026
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 0.0	$ 0.0
Repayment of debt	$ 100.0
Net amount available to be drawn upon		$ 548.0
Revolving credit facility maturing 2026 \| Eurocurrency \| Minimum
Line of Credit Facility [Line Items]
Variable rate on debt		0.75%
Revolving credit facility maturing 2026 \| Eurocurrency \| Maximum
Line of Credit Facility [Line Items]
Variable rate on debt		1.75%

Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) is comprised of the following:


	Year Ended December 31,
	2023				2022				2021
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	31	$	31	$	(41)	$	(41)	$	(31)	$	(31)

Translation adjustments gains (losses)	$	31	$	31	$	(41)	$	(41)	$	(31)	$	(31)
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	1	$	1	$	(1)	$	(1)	$	(1)	$	(1)

Net Unrealized Gains (Losses)	$	1	$	1	$	(1)	$	(1)	$	(1)	$	(1)

Defined Benefit Plans Gains (Losses)

Net actuarial/prior service gains (losses)	$	(1)	$	(1)	$	5	$	5	$	1	1


Changes in Defined Benefit Plans Gains (Losses)	$	(1)	$	(1)	$	5	$	5	$	1	$	1

Other Comprehensive Income (Loss)	$	31	$	31	$	(37)	$	(37)	$	(31)	$	(31)

Accumulated Other Comprehensive Loss ("AOCL")

Below are the balances and changes in AOCL(1):


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2020	$	(400)	$	3	$	(1)	$	(398)

Other comprehensive income (loss) before reclassifications	(31)		(1)		1		(31)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(31)		(1)		1		(31)
Balance at December 31, 2021	$	(431)	$	2	$	—	$	(429)
Other comprehensive income (loss) before reclassifications	(41)		(1)		5		(37)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(41)		(1)		5		(37)
Balance at December 31, 2022	$	(472)	$	1	$	5	$	(466)
Other comprehensive income (loss) before reclassifications	31		1		(1)		31
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	31		1		(1)		31
Balance at December 31, 2023	$	(441)	$	2	$	4	$	(435)

__________

(1)All amounts are net of tax. Tax effects were immaterial.

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Dividend - preferred stock (in dollars per share)	$ 80	$ 80	$ 80

Land, Buildings, Equipment and Software, Net - Schedule of Property (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant, Equipment and Software [Line Items]
Subtotal	$ 1,101	$ 1,182
Accumulated depreciation	(904)	(916)
Land, buildings and equipment, net	197	266
Depreciation	102	111	$ 116
Land
Property, Plant, Equipment and Software [Line Items]
Subtotal	1	1
Building and building equipment
Property, Plant, Equipment and Software [Line Items]
Subtotal	6	7
Leasehold improvements
Property, Plant, Equipment and Software [Line Items]
Subtotal	221	236
IT, other equipment and office furniture
Property, Plant, Equipment and Software [Line Items]
Subtotal	844	896
Other
Property, Plant, Equipment and Software [Line Items]
Subtotal	2	3
Construction in progress
Property, Plant, Equipment and Software [Line Items]
Subtotal	$ 27	$ 39
Minimum \| Building and building equipment
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	25 years
Minimum \| IT, other equipment and office furniture
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	3 years
Minimum \| Other
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	4 years
Maximum \| Building and building equipment
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	50 years
Maximum \| IT, other equipment and office furniture
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	15 years
Maximum \| Other
Property, Plant, Equipment and Software [Line Items]
Estimated Useful Lives	20 years

Land, Buildings, Equipment and Software, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Land, Buildings, Equipment and Software, Net

Land, buildings and equipment, net was as follows:


	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2023		2022
Land		$	1	$	1
Building and building equipment	25 to 50	6		7
Leasehold improvements	Varies	221		236
IT, other equipment and office furniture	3 to 15	844		896
Other	4 to 20	2		3
Construction in progress		27		39
Subtotal		1,101		1,182
Accumulated depreciation		(904)		(916)
Land, Buildings and Equipment, Net		$	197	$	266

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $102 million, $111 million and $116 million, respectively.

Internal Use and Product Software

Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Internal use and Product software as well as year-end balances for these assets were as follows:


(in millions)	Year Ended December 31,
Additions to:	2023		2022		2021
Internal use software	$	42	$	61	$	65
Product software	21		39		45


	December 31,
(in millions)	2023		2022
Internal use software, at cost	$	612	$	621
Accumulated amortization	(469)		(432)
Internal use software, net	$	143	$	189

Product software, at cost	$	219	$	207
Accumulated amortization	(127)		(97)
Product software, net	$	92	$	110

Useful lives of our Internal use and Product software generally vary from one to seven years. Amortization expense for Internal use and Product software for the years ended December 31, 2023, 2022 and 2021 was $114 million, $71 million and $62 million, respectively. The 2023 amount includes the write-off of capitalized software costs totaling $25 million, stemming from management’s decision to abandon an internal use software product and a decision by a customer to not implement a product software solution.

Cloud Computing Arrangements

Cloud computing implementation costs are included in Other current assets and Other long-term assets on the Company's Consolidated Balance Sheets. Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:


(in millions)	Year Ended December 31,
Additions to:	2023		2022		2021
Cloud computing implementation costs	$	2	$	1	$	6


(in millions)	December 31,
Capitalized Costs, Net	2023		2022
Cloud computing implementation costs, at cost	$	56	$	54

Accumulated impairment charges	(28)		(28)
Accumulated amortization	(22)		(17)
Cloud computing implementation costs, net(1)	$	6	$	9

__________

(1)Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.

Useful lives of Cloud computing implementation costs are three to five years. Amortization expense for Cloud computing implementation costs for the years ended December 31, 2023, 2022 and 2021 were $5 million, $6 million and $2 million, respectively. As a result of the Company’s decision in the fourth quarter of 2021 to abandon an internal project, the Company wrote-off $28 million of its previously capitalized implementation costs. Additionally, in connection with the abandonment of this project, the Company accrued $4 million of charges related to remaining hosting fees that would have continued to be incurred without any economic benefit. This liability has been settled as of December 31, 2023. The write-off and remaining hosting fee charges are included in Selling, general and administrative on the Consolidated Statements of Income (Loss).

Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2020	Dec. 31, 2016
Class of Stock [Line Items]
Issuance of stock (in shares)			120,000
Aggregate liquidation preference			$ 120.0
Initial fair value			$ 142.0
Quarterly cash dividend rate per year		8.00%
Quarterly cash dividend value per year		$ 9.6
Shares converted (in shares)			5,393,000
Initial conversion price per share (in dollars per share)		$ 22.25
Maximum percentage of initial conversion price triggering action	137
Days triggering conversion	20 days
Consecutive trading days threshold triggering conversion	30 days
Common Stock
Class of Stock [Line Items]
Conversion rate per share (in shares)			44.9438

Earnings per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings per Share

Earnings (Loss) per Share

The Company did not declare any common stock dividends in the periods presented.

The following table sets forth the computation of basic and diluted loss per share of common stock:


	Year Ended December 31,
(in millions, except per share data. Shares in thousands)	2023		2022		2021
Basic Net Earnings (Loss) per Share:
Net Income (Loss)	$	(296)	$	(182)	$	(28)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Basic	$	(306)	$	(192)	$	(38)

Diluted Net Earnings (Loss) per Share:
Net Income (Loss)	$	(296)	$	(182)	$	(28)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$	(306)	$	(192)	$	(38)

Weighted Average Common Shares Outstanding - Basic	216,779		215,886		212,719
Common Shares Issuable with Respect to:
Restricted Stock And Performance Units / Shares	0		0		0

Weighted Average Common Shares Outstanding - Diluted	216,779		215,886		212,719

Net Earnings (Loss) per Share:
Basic	$	(1.41)	$	(0.89)	$	(0.18)
Diluted	$	(1.41)	$	(0.89)	$	(0.18)

The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands):
Restricted stock and performance shares/units	8,652		5,469		8,210

Convertible preferred stock	5,393		5,393		5,393
Total Anti-Dilutive and Contingently Issuable Securities	14,045		10,862		13,603

Supplementary Financial Information - Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Supplemental Financial Information [Abstract]
Accrued liabilities to vendors	$ 188	$ 211
Litigation related accruals	6	37
Current operating lease liabilities	54	57
Restructuring liabilities	10	10
Income tax payable	1	2
Other taxes payable	19	16
Accrued interest	6	6
Other	44	43
Other current liabilities	$ 328	$ 382

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business Conduent Incorporated is a New York corporation, organized in 2016. Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. Conduent leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical business process solutions. Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent's solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Basis of Presentation The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. In the first quarter of 2023, the Company identified an error and recorded an out-of-period adjustment to correct the recognition of revenue on a Government segment contract that originated in 2020 and impacted all quarterly periods through December 31, 2022. This adjustment resulted in a reduction to revenue and income (loss) before income taxes of $7 million and a corresponding decrease to accounts receivable of $1 million and an increase to other current liabilities of $6 million in the first quarter of 2023. The Company evaluated the impact of the out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated financial statements and the adjustment is not material to the year ending December 31, 2023. The Company has evaluated subsequent events through February 21, 2024. Conduent's common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the Nasdaq Global Select Market ("Nasdaq"), where it remains listed under the ticker "CNDT".
Use of Estimates	Use of Estimates The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. As of December 31, 2023, the effects of global macroeconomic and geopolitical uncertainty on the Company's business, results of operations and financial condition continue to evolve. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.
New Accounting Pronouncements and Recently Adopted Accounting Standards	New Accounting Standards Segment Reporting: In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Income Taxes: In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid. The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Recently Adopted Accounting Standards The Company did not adopt any new accounting standards in 2023 that had a material impact on its Consolidated Financial Statements.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.
Receivable Sales	Receivable Sales In 2023, 2022 and 2021, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales.
Assets/Liabilities Held for Sale	Assets/Liabilities Held for Sale The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale. The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Refer to Note 4 – Assets/Liabilities Held for Sale and Divestitures to the Consolidated Financial Statements for additional information.
Land, Buildings and Equipment	Land, Buildings and Equipment Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion.
Internal Use and Product Software	Internal Use and Product Software Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred. Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
Cloud Computing Arrangements	Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss). In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. There were no such write-offs in either 2023 or 2022. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information.
Leases	Leases The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease right of use ("ROU") assets, Other current liabilities, and Operating lease liabilities in the Company's Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates as the Company's leases generally do not provide an implicit rate. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Leases with an initial term of one year or less are expensed on a straight-line basis over the lease term. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases. Refer to Note 7 – Leases for further information.
Contingencies and Litigation	Contingencies and Litigation The Company is currently involved in various claims and legal proceedings. At least quarterly, it reviews the status of each significant matter and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The estimated losses are recorded within Litigation settlements (recoveries), net in the Company's income statement. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position. The Company's policy is to expense legal defense costs related to such matters as incurred. These costs are recorded within Selling, general and administrative expenses in the Company's income statement. Any insurance recoveries for litigation settlements and defense costs are recorded when such recoveries are deemed probable and collectability is reasonably assured. Such recoveries are recorded in the same financial statement line as the related costs to which the recoveries relate. Refer to Note 16 – Contingencies and Litigation to the Consolidated Financial Statements for additional information regarding loss contingencies.
Goodwill and Other Intangible Assets	Goodwill For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. Goodwill is tested for impairment using a qualitative and/or quantitative assessment. For the quantitative assessment, the Company determines the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. Other Intangible Assets Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified. Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates. The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act ("Tax Reform"). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2023. Refer to Note 15 – Income Taxes for further discussion.
Share Repurchase Program	Share Repurchase Program On May 16, 2023, the Board of Directors authorized a share repurchase program, granting approval for the Company to repurchase up to $75 million of its common stock over the next three years. The Company has the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans. This share repurchase program does not obligate the Company to acquire a specific number of shares and the program may be modified, suspended or discontinued at any time at the Company’s discretion without prior notice. The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders' equity. The Company accrues the cost of repurchased shares and excludes such shares from the calculation of basic and diluted earnings per share, as of the trade date. The Company recognizes a liability for share repurchases which have not settled and for which cash has not been paid in Other current liabilities on the Company's Consolidated Balance Sheets.
Noncontrolling Interest	Noncontrolling Interest The Company's Consolidated Financial Statements include the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures over which the Company has a controlling financial interest. Control is based on ownership interest. The ownership interest held by an owner other than the Company in a less than wholly owned subsidiary is classified as a non-controlling interest. Net income (loss) is allocated to the noncontrolling interest based on ownership interest. In May 2023, the Company signed a new customer contract with the State of Victoria, Australia to provide the next generation of the state's public transport ticketing system. As a result, the Company and Convergint Australia Pty Ltd (“Convergint”) entered into a shareholder agreement to form Conduent Victoria Ticketing System Pty Ltd (“Conduent Victoria”). The Company holds an 80% equity investment in Conduent Victoria and the remaining 20% is owned by Convergint. For the year ended December 31, 2023, noncontrolling interest in Conduent Victoria was not material to the Company's Consolidated Statements of Income (Loss) or Consolidated Statements of Comprehensive Income (Loss) and, therefore, the Company did not present any separate disclosures for such noncontrolling interest in those statements.
Foreign Currency Transactions and Re-measurement	Foreign Currency Translation and Re-measurement The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and/or variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin. The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer. Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term. When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price. The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax ("VAT"). The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered. From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively. Refer to Note 2 – Revenue for further discussion

Supplementary Financial Information - Deferred Contract Costs (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Supplemental Financial Information [Abstract]
Weighted average remaining life	13 years	11 years

Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at beginning of period

$ (466)

$ (429)

$ (398)

Other comprehensive income (loss) before reclassifications

(37)

(31)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

^[1]

(37)

(31)

Balance at end of period

(435)

(466)

(429)

Currency Translation Adjustments

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at beginning of period

(472)

(431)

(400)

Other comprehensive income (loss) before reclassifications

(41)

(31)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

(41)

(31)

Balance at end of period

(441)

(472)

(431)

Gains (Losses) on Cash Flow Hedges

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at beginning of period

Other comprehensive income (loss) before reclassifications

(1)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

(1)

Balance at end of period

Defined Benefit Pension Items

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at beginning of period

(1)

Other comprehensive income (loss) before reclassifications

(1)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

(1)

Balance at end of period

$ 4

$ 5

$ 0

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Revenue from related parties	$ 3,722	$ 3,858	$ 4,140
Purchases from related parties	2,888	3,018	3,138
Related Party
Related Party Transaction [Line Items]
Revenue from related parties	6	11	16
Purchases from related parties	$ 18	$ 26	$ 28

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Restructuring Programs and Related Costs

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Programs and Related Costs

The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $9 million, $10 million and $23 million for the years ended December 31, 2023, 2022 and 2021, respectively. Management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of the Company's real estate footprint include impairment of operating lease right-of-use ("ROU") assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the two years ended December 31, 2023 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Balance at December 31, 2021	$	5	$	1	$	—	$	6
Provision	15		12		11		38
Changes in estimates	(1)		—		—		(1)
Total Net Current Period Charges(1)	14		12		11		37
Charges against reserve and currency	(9)		(13)		(11)		(33)

Balance at December 31, 2022	$	10	$	—	$	—	$	10
Provision	31		22		11		64
Changes in estimates	(2)		—		—		(2)
Total Net Current Period Charges(1)	29		22		11		62
Charges against reserve and currency	(30)		(21)		(11)		(62)
Balance at December 31, 2023	$	9	$	1	$	—	$	10

__________

(1)Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

During the year ended December 31, 2023, the Company incurred $7 million of costs for bringing certain technology functions in-house. These costs are included in the above table in Termination and Other Costs.

The Company also incurred costs related to professional support services associated with the implementation of certain strategic transformation programs of $2 million and $4 million during the years ended December 31, 2022 and 2021, respectively.

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segment:


	Year Ended December 31,
(in millions)	2023		2022		2021
Commercial	$	28	$	6	$	4
Government	—		1		1
Transportation	1		1		1

Unallocated Costs (1)	33		29		35
Total Net Restructuring Charges	$	62	$	37	$	41

__________

(1)Represents costs related to the consolidation of the Company's data centers, operating lease ROU asset impairment, termination and other costs not allocated to the segments.

Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2023, the Company had one class of preferred stock outstanding. Refer to Note 17 – Preferred Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $0.01 par value per share.

Common Stock

The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2023, 23.9 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.

Stock Compensation Plans

Certain of the Company's employees participate in a long-term incentive plan. The Company's long-term incentive plan authorizes the issuance of restricted stock units / shares and performance stock units / share to employees. Stock-based compensation expense includes expense based on the awards and terms previously granted to the employees.

Stock-based compensation expense was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Stock-based compensation expense, pre-tax	$	19	$	21	$	21
Income tax benefit recognized in earnings	4		4		3

Restricted Stock Units / Shares ("RSUs"): Compensation expense is based upon the grant date market price. The compensation expense is recorded over the vesting period based on management's estimate of the number of shares expected to vest. The Company’s RSU awards typically vest in three separate and equal tranches over a three-year period. Each tranche vests annually, at December 31, following the date of grant.

In 2023, the Company issued 370,000 Deferred Stock Units ("DSU") to non-employee members of the Board of Directors. DSU awards typically vest in accordance with certain service conditions.

Performance Stock Units / Shares ("PSUs"): The Company has granted PSUs under various scenarios including:

•PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 50% of the original grant. The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of the grant. Compensation expense is recognized over the vesting period, which is two years and nine months from the date of grant, based on management's estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation cost would be reversed.

•PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and nine-month period from the date of grant. For PSUs granted in 2023, the number of shares eligible to vest may be adjusted upward or downward by 50% based on a total shareholder return modifier, which measures the Company’s stock performance relative to the stock performance of the Company’s 2023 proxy peers over each measurement period. For PSUs granted in 2022, the number of shares eligible to vest may be adjusted upward or downward by 5% based on a total shareholder return modifier, which measures the Company’s stock performance relative to the stock performance of the Company’s 2022 proxy peers over each measurement period. These PSUs also have a service requirement that must be met for them to vest. The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.

Summary of Stock-based Compensation Activity


	2023			2022			2021
(shares in thousands)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	3,165	$	5.39	3,792	$	4.57	5,620	$	3.49
Granted	5,418	3.51		3,431	5.15		2,677	6.65
Vested	(3,103)	4.49		(3,238)	4.38		(3,117)	4.69
Canceled	(449)	4.26		(820)	4.56		(1,388)	3.96
Outstanding at December 31	5,031	4.02		3,165	5.39		3,792	4.57

Performance Stock Units / Shares
Outstanding at January 1	3,097	$	5.16	3,609	$	4.71	5,453	$	3.83
Granted	3,052	3.27		2,186	4.80		1,545	6.54
Vested	(49)	1.39		(1,688)	2.02		(1,945)	3.37
Canceled	(1,087)	5.52		(1,010)	8.02		(1,444)	5.13
Outstanding at December 31	5,013	3.97		3,097	5.16		3,609	4.71

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2023 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	12	1.7
Performance Stock Units / Shares	5		1.8
Total	$	17

The aggregate intrinsic value of outstanding RSUs and PSUs awards were as follows (in millions):


Awards	December 31, 2023
Restricted Stock Units / Shares	$	18
Performance Stock Units / Shares	18

The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards were as follows:


(in millions)	December 31, 2023						December 31, 2022						December 31, 2021
Awards	Total Intrinsic Value		Cash Received		Tax Benefit		Total Intrinsic Value		Cash Received		Tax Benefit		Total Intrinsic Value		Cash Received		Tax Benefit
Restricted Stock Units / Shares	$	11	$	—	$	2	$	13	$	—	$	3	$	17	$	—	$	3
Performance Stock Units / Shares	—		—		—		7		—		1		11		—		2

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,248	$ 1,277
Liabilities held for sale	58	0
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,191	1,155
Liabilities held for sale	$ 58	$ 0

Leases - Lease Cost (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Amortization of right of use assets	$ 12	$ 10	$ 10
Interest on lease liabilities	2	1	1
Total Finance Lease Costs	14	11	11
Base rent	75	79	85
Short-term lease costs	2	4	4
Variable lease cost	23	24	23
Sublease income	0	(1)	(1)
Total Operating Lease Costs	$ 100	$ 106	$ 111
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	21 years

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Defined Benefit Plans The Company's remaining benefit obligations and plan assets at December 31, 2023 were $13 million and $0 million, respectively. The Company's benefit obligations and plan assets at December 31, 2022 were $11 million and $0 million, respectively. Defined Contribution Plans The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions. The Company recorded charges related to its defined contribution plans of $11 million in 2023, $10 million in 2022 and $21 million in 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Supplementary Financial Information - Other Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Supplemental Financial Information [Abstract]
Prepaid expenses	$ 70	$ 88
Income taxes receivable	38	41
Value-added tax (VAT) receivable	8	10
Restricted cash	21	16	$ 5
Other	103	87
Other current assets	$ 240	$ 242

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company has entered into non-cancelable operating and finance leases primarily for office space and equipment with lease terms that range from less than one year to 21 years.

The components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Finance Lease Costs:
Amortization of right of use assets	$	12	$	10	$	10
Interest on lease liabilities	2		1		1
Total Finance Lease Costs	$	14	$	11	$	11
Operating lease costs:
Base rent	$	75	$	79	$	85
Short-term lease costs	2		4		4
Variable lease costs(1)	23		24		23
Sublease income	—		(1)		(1)
Total Operating Lease Costs	$	100	$	106	$	111

__________

(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	83	$	93	$	99
Operating cash flows from finance leases	3		1		1
Total Cash Flow from Operating Activities	$	86	$	94	$	100

Financing cash flow from finance leases	$	16	$	10	$	9

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	70	$	43	$	68
Finance leases	$	21	$	14	$	5

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2023		2022
Operating lease assets:
Operating lease right-of-use assets	$	191	$	197
Operating lease liabilities:
Other current liabilities	54		57
Operating lease liabilities	157		160
Total Operating Lease Liabilities	$	211	$	217

Finance lease assets:
Land, buildings and equipment, net	$	21	$	19
Finance lease liabilities:
Current portion of long-term debt	12		10
Long-term debt	10		10
Total Finance Lease Liabilities	$	22	$	20

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2023 and 2022 were as follows:


	December 31, 2023				December 31, 2022
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.1	%	9.0	%	6.3	%	7.0	%
Weighted average remaining lease term (in years)	4		2		4		2

Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows:


	December 31, 2023
(in millions)	Operating Lease Payments		Finance Lease Payments
2024	$	69	$	13
2025	58		5
2026	49		2
2027	38		2
2028	17		3
Thereafter	20		—
Total undiscounted lease payments	251		25
Less imputed interest	40		3
Present value of lease liabilities	$	211	$	22

As of December 31, 2023, the Company had entered into additional operating lease agreements for equipment totaling $1 million which have not commenced and have not been recognized on the Company's Consolidated Balance Sheet. The leases are expected to commence in 2024 with average lease terms of 3 years.

Additionally, we have $11 million of commitments that have not yet commenced related to leases for businesses which have been classified as held for sale.

Leases

The Company has entered into non-cancelable operating and finance leases primarily for office space and equipment with lease terms that range from less than one year to 21 years.

The components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Finance Lease Costs:
Amortization of right of use assets	$	12	$	10	$	10
Interest on lease liabilities	2		1		1
Total Finance Lease Costs	$	14	$	11	$	11
Operating lease costs:
Base rent	$	75	$	79	$	85
Short-term lease costs	2		4		4
Variable lease costs(1)	23		24		23
Sublease income	—		(1)		(1)
Total Operating Lease Costs	$	100	$	106	$	111

__________

(1)Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	83	$	93	$	99
Operating cash flows from finance leases	3		1		1
Total Cash Flow from Operating Activities	$	86	$	94	$	100

Financing cash flow from finance leases	$	16	$	10	$	9

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	70	$	43	$	68
Finance leases	$	21	$	14	$	5

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2023		2022
Operating lease assets:
Operating lease right-of-use assets	$	191	$	197
Operating lease liabilities:
Other current liabilities	54		57
Operating lease liabilities	157		160
Total Operating Lease Liabilities	$	211	$	217

Finance lease assets:
Land, buildings and equipment, net	$	21	$	19
Finance lease liabilities:
Current portion of long-term debt	12		10
Long-term debt	10		10
Total Finance Lease Liabilities	$	22	$	20

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2023 and 2022 were as follows:


	December 31, 2023				December 31, 2022
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.1	%	9.0	%	6.3	%	7.0	%
Weighted average remaining lease term (in years)	4		2		4		2

Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows:


	December 31, 2023
(in millions)	Operating Lease Payments		Finance Lease Payments
2024	$	69	$	13
2025	58		5
2026	49		2
2027	38		2
2028	17		3
Thereafter	20		—
Total undiscounted lease payments	251		25
Less imputed interest	40		3
Present value of lease liabilities	$	211	$	22

Additionally, we have $11 million of commitments that have not yet commenced related to leases for businesses which have been classified as held for sale.

Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Nondeductible expenses	(1.20%)	(3.50%)	(15.50%)
Change in valuation allowance for deferred tax assets	0.80%	(8.00%)	(20.40%)
State taxes, net of federal benefit	3.10%	(2.40%)	(8.60%)
Tax-exempt income, credits and incentives	0.80%	3.00%	38.40%
Foreign rate differential adjusted for U.S. taxation of foreign profits	(0.40%)	(1.90%)	(11.10%)
Divestitures	0.00%	(17.90%)	2.10%
Impairments	(12.20%)	(39.80%)	(3.10%)
Unrecognized tax benefits	0.40%	6.60%	0.80%
Audit and other tax adjustments	(1.40%)	(1.20%)	(22.90%)
Excess tax benefits	0.00%	0.60%	7.50%
Other	(0.20%)	(0.40%)	2.10%
Effective Income Tax Rate	10.70%	(43.90%)	(9.70%)
Income taxes paid	$ 18	$ 53	$ 25

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents the changes in the carrying amount of goodwill, by reportable segment:


(in millions)	Commercial		Government		Transportation		Total
Balance at December 31, 2021	$	661	$	617	$	61	$	1,339
Foreign currency translation	(20)		(2)		(4)		(26)

Impairment	(358)		—		—		(358)

Transfer of goodwill between segments	4		(4)		—		—

Balance at December 31, 2022	$	287	$	611	$	57	$	955
Foreign currency translation	—		12		6		18

Impairment	(287)		—		—		(287)
Assets Held For Sale	—		—		(35)		(35)

Balance at December 31, 2023	$	—	$	623	$	28	$	651

Gross goodwill	$	2,198	$	1,377	$	608	$	4,183
Accumulated impairment	(2,198)		(754)		(580)		(3,532)
Balance at December 31, 2023	$	—	$	623	$	28	$	651

Schedule of Finite-Lived Intangible Assets by Major Class

Intangible assets were comprised exclusively of Customer relationships as follows:


		December 31, 2023						December 31, 2022
(in millions, except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount


Total Intangible Assets	15 years	$	85	$	53	$	32	$	95	$	56	$	39

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Consolidated Statements of Cash Flows - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Cash Flows from Operating Activities:

Net Income (Loss)

$ (296)

$ (182)

$ (28)

Adjustments required to reconcile net loss to cash flows from operating activities:

Depreciation and amortization

264

230

352

Contract inducement amortization

Goodwill impairment

287

358

Write-off of implementation costs

Deferred income taxes

(54)

(21)

(Gain) loss from investments

Amortization of debt financing costs

Loss on extinguishment of debt

(Gain) loss on divestitures and sales of fixed assets, net

(165)

Stock-based compensation

Allowance for credit losses

Changes in operating assets and liabilities:

Accounts receivable

(45)

Other current and long-term assets

(111)

(123)

(44)

Accounts payable and accrued compensation and benefits costs

(52)

(10)

Other current and long-term liabilities

(2)

(44)

(68)

Net change in income tax assets and liabilities

(11)

(4)

Net cash provided by (used in) operating activities

144

243

Cash Flows from Investing Activities:

Cost of additions to land, buildings and equipment

(51)

(92)

(80)

Cost of additions to internal use software

(42)

(61)

(67)

Proceeds from divestitures

326

Net cash provided by (used in) investing activities

(93)

173

(142)

Cash Flows from Financing Activities:

Proceeds from revolving credit facility

100

Payments on revolving credit facility

(100)

Proceeds from the issuance of debt, net

1,299

Payments on debt

(41)

(33)

(1,500)

Debt issuance costs

(9)

Premium on debt redemption

(2)

Treasury stock purchases

(27)

Taxes paid for settlement of stock-based compensation

(7)

(1)

(10)

Dividends paid on preferred stock

(10)

Contribution from noncontrolling interest

Net cash provided by (used in) financing activities

(81)

(131)

(132)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(8)

(7)

Increase (decrease) in cash, cash equivalents and restricted cash

(79)

178

(38)

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

598

^[1]

420

^[1]

458

Cash, Cash Equivalents and Restricted Cash at End of period(1)

^[1]

$ 519

$ 598

$ 420

[1]	Includes $21 million, $16 million and $5 million of restricted cash as of the years ended December 31, 2023, 2022 and 2021, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets.

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 498	$ 582
Accounts receivable, net	559	630
Assets held for sale	180	0
Contract assets	178	171
Other current assets	240	242
Total current assets	1,655	1,625
Land, buildings and equipment, net	197	266
Operating lease right-of-use assets	191	197
Intangible assets, net	32	39
Goodwill	651	955
Other long-term assets	436	489
Total Assets	3,162	3,571
Liabilities and Equity
Current portion of long-term debt	34	35
Accounts payable	174	228
Accrued compensation and benefits costs	183	197
Unearned income	91	81
Liabilities held for sale	58	0
Other current liabilities	328	382
Total current liabilities	868	923
Long-term debt	1,248	1,277
Deferred taxes	30	83
Operating lease liabilities	157	160
Other long-term liabilities	84	69
Total Liabilities	2,387	2,512
Contingencies (See Note 16)
Series A convertible preferred stock	142	142
Common stock	2	2
Treasury stock, at cost	(27)	0
Additional paid-in capital	3,938	3,924
Retained earnings (deficit)	(2,849)	(2,543)
Accumulated other comprehensive loss	(435)	(466)
Total Conduent Inc. Equity	629	917
Non-controlling Interest	4	0
Total Equity	633	917
Total Liabilities and Equity	$ 3,162	$ 3,571
Shares of common stock issued and outstanding (in shares)	211,509	218,348
Shares of Series A convertible preferred stock and outstanding (in shares)	120	120
Shares of common stock held in treasury (in shares)	8,841	0

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 3,722	$ 3,858	$ 4,140
Point in time
Disaggregation of Revenue [Line Items]
Revenue	107	115	111
Over time
Disaggregation of Revenue [Line Items]
Revenue	3,615	3,743	4,029
Commercial:
Disaggregation of Revenue [Line Items]
Revenue	1,932	1,992	2,017
Commercial: \| Customer experience management
Disaggregation of Revenue [Line Items]
Revenue	619	636	629
Commercial: \| Business operations solutions
Disaggregation of Revenue [Line Items]
Revenue	516	553	567
Commercial: \| Healthcare claims and administration solutions
Disaggregation of Revenue [Line Items]
Revenue	357	368	367
Commercial: \| Human capital solutions
Disaggregation of Revenue [Line Items]
Revenue	440	435	454
Government:
Disaggregation of Revenue [Line Items]
Revenue	1,094	1,150	1,307
Government: \| Government healthcare solutions
Disaggregation of Revenue [Line Items]
Revenue	605	589	576
Government: \| Government services solutions
Disaggregation of Revenue [Line Items]
Revenue	489	561	731
Transportation:
Disaggregation of Revenue [Line Items]
Revenue	696	709	746
Transportation: \| Road usage charging & management solutions
Disaggregation of Revenue [Line Items]
Revenue	317	328	327
Transportation: \| Transit solutions
Disaggregation of Revenue [Line Items]
Revenue	237	226	262
Transportation: \| Curbside management solutions
Disaggregation of Revenue [Line Items]
Revenue	76	85	82
Transportation: \| Public safety solutions
Disaggregation of Revenue [Line Items]
Revenue	58	62	67
Transportation: \| Commercial vehicles
Disaggregation of Revenue [Line Items]
Revenue	8	8	8
Other:
Disaggregation of Revenue [Line Items]
Revenue	0	7	70
Other: \| Divestitures
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 7	$ 70

Consolidated Statements of Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 3,722	$ 3,858	$ 4,140
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)	2,888	3,018	3,138
Selling, general and administrative (excluding depreciation and amortization)	458	440	544
Research and development (excluding depreciation and amortization)	7	7	4
Depreciation and amortization	264	230	352
Restructuring and related costs	62	39	45
Interest expense	111	84	55
Loss on extinguishment of debt	0	0	15
Goodwill impairment	287	358	0
(Gain) loss on divestitures and transaction costs, net	10	(158)	3
Litigation settlements (recoveries), net	(30)	(32)	3
Other (income) expenses, net	(3)	(1)	6
Total Operating Costs and Expenses	4,054	3,985	4,165
Income (Loss) Before Income Taxes	(332)	(127)	(25)
Income tax expense (benefit)	(36)	55	3
Net Income (Loss)	$ (296)	$ (182)	$ (28)
Net Income (Loss) per Share:
Basic (in dollars per share)	$ (1.41)	$ (0.89)	$ (0.18)
Diluted (in dollars per share)	$ (1.41)	$ (0.89)	$ (0.18)

Assets/Liabilities Held for Sale and Divestiture

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Assets/Liabilities Held for Sale and Divestiture

Assets/Liabilities Held for Sale and Divestitures

Assets/Liabilities Held for Sale

In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses for $230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments. The sale is expected to close in the first half of 2024 and is subject to the satisfaction certain customary closing conditions. The assets and liabilities of these businesses, collectively referred to as the Disposal Group, have been reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. The Disposal Group is currently reported in the Transportation segment. The Disposal Group generated revenue of $134 million, $146 million and $149 million for the years ended December 31, 2023, 2022 and 2021, respectively. The pre-tax profit of the Disposal Group, excluding unallocated costs, was $22 million, $36 million and $54 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale:


(in millions)	December 31, 2023
Accounts Receivable, net	$	49
Other current assets	3

Land, building and equipment, net	52
Operating lease right-of-use assets	6

Goodwill	35
Other long-term assets	35
Total Assets held for sale	$	180
Current portion of long-term debt	$	5
Accounts payable	11
Accrued compensation and benefits costs	2
Unearned income	4
Other current liabilities	9
Long-term debt	19
Operating lease liabilities	4
Other long-term liabilities	4
Total Liabilities held for sale	$	58

Announced Transfer of BenefitWallet Portfolio

In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement to transfer its BenefitWallet health savings account and medical savings account portfolio (collectively, the "Portfolio") to HealthEquity, Inc. ("HealthEquity") for $425 million, subject to customary purchase price adjustments. The Portfolio is reported within the Company's Commercial segment. The transfer is expected to close in multiple tranches during the first half of 2024 and is subject to the satisfaction of certain customary closing conditions. As of December 31, 2023, there were no asset or liability balances related to the Portfolio that would require disclosure as assets and liabilities held for sale on the Company's Consolidated Balance Sheet. The Portfolio generated revenue of $127 million, $71 million and $44 million for the years ended December 31, 2023, 2022 and 2021, respectively. The pre-tax profit of the Portfolio, excluding unallocated costs, was $103 million, $48 million and $16 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Completed Divestiture

On February 8, 2022, the Company completed the sale of its Midas business to Symplr Software, Inc. The Company received $322 million of cash consideration for this divestiture. The divestiture generated a pre-tax gain of $166 million, which is included in (Gain) loss on divestitures and transaction costs, net. The Company recorded approximately $62 million of income taxes in connection with the divestiture. The revenue generated by this

business was $— million, $7 million and $70 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Financial Instruments

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. The Company manages its exposure to these market risks through regular operating and financing activities and, when appropriate, using derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures, as well as to reduce earnings and cash flow volatility resulting from shifts in market rates. The Company enters limited types of derivative contracts to manage foreign currency exposures that it hedges. The primary foreign currency market exposures include the Philippine Peso and Indian Rupee. The fair market values of all the Company's derivative contracts change with fluctuations in interest rates or currency exchange rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes. The related cash flow impacts of all derivative activities are reflected as cash flows from operating activities.

The Company does not believe there is significant risk of loss in the event of non-performance by the counterparty associated with its derivative instruments because these transactions are executed with a major financial institution. Further, the Company's policy is to deal only with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

Summary of Foreign Exchange Hedging Positions

At December 31, 2023 and 2022, the Company had outstanding forward exchange with gross notional values of $148 million and $104 million, respectively. At December 31, 2023, approximately 67% of these contracts mature within three months, 12% in three to six months, 15% in six to twelve months and 6% in greater than 12 months.

The following is a summary of the primary hedging positions and corresponding fair values:


	December 31, 2023				December 31, 2022
(in millions)	Gross Notional Value		Fair Value Asset (Liability)(1)		Gross Notional Value		Fair Value Asset (Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	64	$	—	$	50	$	—
Indian Rupee/U.S. Dollar	54		—		37		(1)
Euro/U.S. Dollar	18		—		1		—

All Other	12		—		16		—
Total Foreign Exchange Hedging	$	148	$	—	$	104	$	(1)

____________

(1)Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.

Land, Buildings, Equipment and Software, Net - Schedule of Cloud Computing (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Cloud computing implementation costs		$ 2	$ 1	$ 6
Cloud computing implementation costs, at cost		56	54
Accumulated impairment charges		28	28
Accumulated amortization		22	17
Cloud computing implementation costs, net		$ 6	9
Capitalized cloud computing costs, useful lives minimum		3 years
Capitalized cloud computing costs, useful lives, maximum		5 years
Amortization expense for cloud computing		$ 5	$ 6	$ 2
Capitalized cloud computing costs, write-off	$ 28
Capitalized cloud computing cost related accrual	$ 4

Earnings per Share - Anti-Dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total Anti-Dilutive and Contingently Issuable Securities (in shares)	14,045	10,862	13,603
Restricted stock and performance shares/units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total Anti-Dilutive and Contingently Issuable Securities (in shares)	8,652	5,469	8,210
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total Anti-Dilutive and Contingently Issuable Securities (in shares)	5,393	5,393	5,393

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2023	Jan. 31, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37817
Entity Registrant Name	CONDUENT INC
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	81-2983623
Entity Address, Address Line One	100 Campus Drive,
Entity Address, Address Line Two	Suite 200,
Entity Address, City or Town	Florham Park,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
City Area Code	844
Local Phone Number	663-2638
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CNDT
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 730,085,550
Entity Common Stock, Shares Outstanding (in shares)		209,974,904
Documents Incorporated by Reference [Text Block]	Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2024 Annual Meeting of Shareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year covered by this report on Form 10-K).
Entity Central Index Key	0001677703
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 17
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 12
Remaining Weighted-Average Expense Period (Years)	1 year 8 months 12 days
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 5
Remaining Weighted-Average Expense Period (Years)	1 year 9 months 18 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Assets/Liabilities Held for Sale and Divestiture - Schedule of Assets and Liabilities Reclassified as Held for Sale (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other current assets	$ 240	$ 242
Land, buildings and equipment, net	197	266
Operating lease right-of-use assets	92	110
Goodwill	651	955	$ 1,339
Other long-term assets	436	489
Total Assets held for sale	180	0
Current portion of long-term debt	34	35
Accounts payable	174	228
Accrued compensation and benefits costs	183	197
Unearned income	91	81
Other current liabilities	328	382
Long-term debt	1,248	1,277
Operating Lease, Liability, Noncurrent	157	160
Other long-term liabilities	84	69
Total Liabilities held for sale	58	$ 0
Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Accounts Receivable, net	49
Other current assets	3
Land, buildings and equipment, net	52
Operating lease right-of-use assets	6
Goodwill	35
Other long-term assets	35
Current portion of long-term debt	5
Accounts payable	11
Accrued compensation and benefits costs	2
Unearned income	4
Other current liabilities	9
Long-term debt	19
Operating Lease, Liability, Noncurrent	4
Other long-term liabilities	4
Disposal Group, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Assets held for sale	180
Total Liabilities held for sale	$ 58

Leases - Cash Flow (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Cash Flow (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 83	$ 93	$ 99
Operating cash flows from finance leases	3	1	1
Total Cash Flow from Operating Activities	86	94	100
Financing cash flow from finance leases	16	10	9
Operating leases	70	43	68
Finance leases	$ 21	$ 14	$ 5

Supplementary Financial Information (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Financial Information [Abstract]

Supplemental Financial Information Table

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2023		2022
Other Current Assets
Prepaid expenses	$	70	$	88
Income taxes receivable	38		41
Value-added tax (VAT) receivable	8		10
Restricted cash	21		16


Other	103		87
Total Other Current Assets	$	240	$	242
Other Current Liabilities
Accrued liabilities to vendors	$	188	$	211
Litigation related accruals	6		37
Current operating lease liabilities	54		57
Restructuring liabilities	10		10
Income tax payable	1		2
Other taxes payable	19		16
Accrued interest	6		6
Other	44		43
Total Other Current Liabilities	$	328	$	382
Other Long-term Assets
Internal use software, net	$	143	$	189
Deferred contract costs, net(1)	91		82
Product software, net	92		110
Deferred tax assets	21		20
Other	89		88
Total Other Long-term Assets	$	436	$	489
Other Long-term Liabilities

Income tax liabilities	$	6	$	7
Unearned income	55		42

Other	23		20
Total Other Long-term Liabilities	$	84	$	69

__________

(1)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2023 and 2022 are expected to be amortized over a weighted average remaining life of approximately 13 and 11 years, respectively. See Note 2 – Revenue for more information.

Supplementary Financial Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Supplemental Financial Information [Abstract]
Income tax liabilities	$ 6	$ 7
Unearned income	55	42
Other	23	20
Other long-term liabilities	$ 84	$ 69

Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Charges related to defined contribution plans	$ 11	$ 10	$ 21

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services or Selling, general and administrative, respectively, on the Company's Consolidated Statements of Income (Loss).

Xerox Corporation ("Xerox") has historically been classified as a related party due to significant shares of both Xerox and the Company being held by entities controlled by one individual. As of September 28, 2023, Xerox is no longer considered a related party due to the disposition of all Xerox stock by these entities and, therefore, the Company will not consider transactions with Xerox after that date to be transactions with related parties.

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Revenue from related parties	$	6	$	11	$	16
Purchases from related parties	$	18	$	26	$	28

The Company's receivable and payable balances with related party entities were not material as of December 31, 2023 and 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic And Diluted Earnings [Line Items]
Net Income (Loss)	$ (296)	$ (182)	$ (28)
Dividend - Preferred Stock	(10)	(10)	(10)
Adjusted Net Income (Loss) Available to Common Shareholders - Basic	(306)	(192)	(38)
Dividend - Preferred Stock	(10)	(10)	(10)
Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$ (306)	$ (192)	$ (38)
Weighted-average common shares outstanding (in shares)	216,779	215,886	212,719
Net Earnings (Loss) per Share - Basic (in dollars per share)	$ (1.41)	$ (0.89)	$ (0.18)
Net Earnings (Loss) per Share - Diluted (in dollars per share)	$ (1.41)	$ (0.89)	$ (0.18)
Restricted stock and performance shares/units
Schedule of Basic And Diluted Earnings [Line Items]
Common shares issuable (in shares)	0	0	0

Land, Buildings, Equipment and Software, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Land, buildings and equipment, net

Land, buildings and equipment, net was as follows:


	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2023		2022
Land		$	1	$	1
Building and building equipment	25 to 50	6		7
Leasehold improvements	Varies	221		236
IT, other equipment and office furniture	3 to 15	844		896
Other	4 to 20	2		3
Construction in progress		27		39
Subtotal		1,101		1,182
Accumulated depreciation		(904)		(916)
Land, Buildings and Equipment, Net		$	197	$	266

Additions to Internal Use and Product Software

Additions to Internal use and Product software as well as year-end balances for these assets were as follows:


(in millions)	Year Ended December 31,
Additions to:	2023		2022		2021
Internal use software	$	42	$	61	$	65
Product software	21		39		45

Capitalized Costs, Internal Use and Product Software


	December 31,
(in millions)	2023		2022
Internal use software, at cost	$	612	$	621
Accumulated amortization	(469)		(432)
Internal use software, net	$	143	$	189

Product software, at cost	$	219	$	207
Accumulated amortization	(127)		(97)
Product software, net	$	92	$	110

Capitalized cloud computing costs

Additions to Cloud computing implementation costs as well as year-end balances for these assets were as follows:


(in millions)	Year Ended December 31,
Additions to:	2023		2022		2021
Cloud computing implementation costs	$	2	$	1	$	6


(in millions)	December 31,
Capitalized Costs, Net	2023		2022
Cloud computing implementation costs, at cost	$	56	$	54

Accumulated impairment charges	(28)		(28)
Accumulated amortization	(22)		(17)
Cloud computing implementation costs, net(1)	$	6	$	9

__________

(1)Refer to Note 10 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of a Summary of Foreign Exchange Contracts Gross Notional Values

The following is a summary of the primary hedging positions and corresponding fair values:


	December 31, 2023				December 31, 2022
(in millions)	Gross Notional Value		Fair Value Asset (Liability)(1)		Gross Notional Value		Fair Value Asset (Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	64	$	—	$	50	$	—
Indian Rupee/U.S. Dollar	54		—		37		(1)
Euro/U.S. Dollar	18		—		1		—

All Other	12		—		16		—
Total Foreign Exchange Hedging	$	148	$	—	$	104	$	(1)

____________

(1)Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 11	$ 13	$ 17
Cash Received	0	0	0
Tax Benefit	2	3	3
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	0	7	11
Cash Received	0	0	0
Tax Benefit	$ 0	$ 1	$ 2

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Loss before income taxes (pre-tax income (loss)) was as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Domestic loss	$	(349)	$	(149)	$	(68)
Foreign income	17		22		43
Loss Before Income Taxes	$	(332)	$	(127)	$	(25)

Schedule of Components of Income Tax Expense (Benefit)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Federal Income Taxes
Current	$	6	$	30	$	6
Deferred	(41)		14		(23)
Foreign Income Taxes
Current	12		9		15
Deferred	(2)		(2)		2
State Income Taxes
Current	—		8		3
Deferred	(11)		(4)		—
Total Provision (Benefit)	$	(36)	$	55	$	3

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	(1.2)	%	(3.5)	%	(15.5)	%

Change in valuation allowance for deferred tax assets	0.8	%	(8.0)	%	(20.4)	%
State taxes, net of federal benefit	3.1	%	(2.4)	%	(8.6)	%
Tax-exempt income, credits and incentives	0.8	%	3.0	%	38.4	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	(0.4)	%	(1.9)	%	(11.1)	%
Divestitures	—	%	(17.9)	%	2.1	%
Impairments(2)	(12.2)	%	(39.8)	%	(3.1)	%
Unrecognized tax benefits	0.4	%	6.6	%	0.8	%
Audit and other tax adjustments	(1.4)	%	(1.2)	%	(22.9)	%
Excess tax benefits	—	%	0.6	%	7.5	%
Other(3)	(0.2)	%	(0.4)	%	2.1	%
Effective Income Tax Rate	10.7	%	(43.9)	%	(9.7)	%

_______________

(2) Impairment represents adjustments for the non-deductible component of goodwill in 2023 and 2022 and impairment of an equity investment in 2021.

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:


(in millions)	2023		2022		2021
Balance at January 1	$	12	$	23	$	23

Additions related to prior years positions	—		1		3
Reductions related to prior years positions	(1)		(2)		(3)
Settlements with taxing authorities	(1)		(5)		—
Lapse of Statute of limitations	—		(5)		—

Balance at December 31	$	10	$	12	$	23

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:


	December 31,
(in millions)	2023		2022
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	100	$	99
Operating reserves, accruals and deferrals	49		46
Deferred compensation	5		6
Interest expense capitalization	18		—
Settlement reserves	4		12
Operating lease liabilities	48		54
Tax credits	6		6
Capitalized research and experimentation costs	21		13
Other	2		3
Subtotal	253		239
Valuation allowance	(100)		(102)
Total	$	153	$	137

Deferred Tax Liabilities

Intangibles and goodwill	$	29	$	44
Depreciation	72		90
Operating lease right-of-use assets	43		49
Other	18		17
Total	$	162	$	200

Total Deferred Tax Assets (Liabilities), Net	$	(9)	$	(63)

Summary of Operating Loss Carryforwards

The following table presents the Company's worldwide net operating loss carryforwards ("NOLs") as of December 31, 2023 and 2022:


	December 31, 2023				December 31, 2022
(in millions)	Gross		Tax Effected		Gross		Tax Effected
U.S Federal NOLs limited by Section 382 of the Tax Code	$	3	$	1	$	4	$	1
U.S. State NOLs	367		18		367		19
Foreign NOLs	308		79		304		76
Total	$	678	$	98	$	675	$	96

Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Income (Loss) Before Income Taxes	$ (332)	$ (127)	$ (25)
Reconciling items:
Amortization of acquired intangible assets	7	13	135
Restructuring and related costs	62	39	45
Interest expense	111	84	55
Loss on extinguishment of debt	0	0	15
Goodwill impairment	287	358	0
(Gain) loss on divestitures and transaction costs, net	10	(158)	3
Litigation settlements (recoveries), net	(30)	(32)	3
Other (income) expenses, net	(3)	(1)	6
Segment profit (loss)	$ 112	$ 176	$ 237

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill

The following table presents the changes in the carrying amount of goodwill, by reportable segment:


(in millions)	Commercial		Government		Transportation		Total
Balance at December 31, 2021	$	661	$	617	$	61	$	1,339
Foreign currency translation	(20)		(2)		(4)		(26)

Impairment	(358)		—		—		(358)

Transfer of goodwill between segments	4		(4)		—		—

Balance at December 31, 2022	$	287	$	611	$	57	$	955
Foreign currency translation	—		12		6		18

Impairment	(287)		—		—		(287)
Assets Held For Sale	—		—		(35)		(35)

Balance at December 31, 2023	$	—	$	623	$	28	$	651

Gross goodwill	$	2,198	$	1,377	$	608	$	4,183
Accumulated impairment	(2,198)		(754)		(580)		(3,532)
Balance at December 31, 2023	$	—	$	623	$	28	$	651

2023 Impairment Charge

In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") to transfer its BenefitWallet health savings account and medical savings account portfolio, which is reported within the Company’s Commercial segment. Since the Purchase Agreement does not represent a disposition of a business, no goodwill was allocated to the Portfolio related to this transaction.

Consequently, the Purchase Agreement was identified as a triggering event for the Commercial reporting unit that required the Company to evaluate goodwill for impairment. This evaluation resulted in a full impairment of the Commercial reporting unit's goodwill, totaling $287 million. The impairment charge was primarily driven by the Purchase Agreement and was recognized in the third quarter of 2023.

The fair values of the goodwill impairment charge were estimated based on a determination of the implied fair value of goodwill, leveraging the results from the Income Approach and Market Approach, and are designated as level 3 of the fair value hierarchy.

In connection with the Commercial reporting unit impairment assessment, the Company first performed a recoverability assessment of long-lived assets and concluded that such assets were not impaired.

Additionally, the Company performed its annual goodwill impairment test as of October 1, 2023, for the Government and Transportation reporting units. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.

2022 Impairment Charge

In the fourth quarter of 2022, the Commercial reporting unit experienced lower than expected new customer contract signings, and an unexpected softening of the future business pipeline for certain solutions. Management believed these were driven by macroeconomic conditions present in the fourth quarter of 2022. The combination of these factors led management, in December 2022, to review the Commercial reporting unit and further evaluate the portfolio. These factors triggered the need for management to perform an interim goodwill impairment assessment for this reporting unit as of December 31, 2022, which resulted in a pre-tax impairment charge of $358 million.

Intangible Assets, Net

Net intangible assets were $32 million at December 31, 2023 of which $31 million, $1 million and $0 million relate to the Company's Commercial, Government and Transportation segments, respectively. Intangible assets were comprised exclusively of Customer relationships as follows:


		December 31, 2023						December 31, 2022
(in millions, except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount


Total Intangible Assets	15 years	$	85	$	53	$	32	$	95	$	56	$	39

Amortization expense related to intangible assets was $7 million, $13 million and $135 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amortization expense is expected to approximate $5 million in 2024, $4 million in 2025, $4 million in 2026, $3 million in 2027 and $3 million in 2028.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Placeholder for any subsequent events that may arise. Update or delete closer to filing date.

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenues recognized	$ 61	$ 76
Asset impairment charge	3
Amount of performance obligation	$ 1,500
Percentage of performance obligation	62.00%
Amortization of costs incurred to obtain and fulfill contracts	$ 40	34	$ 39
Sales Commissions
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Net book value of capitalized costs	21	24
Inducement Payments
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Net book value of capitalized costs	10	28
Contract Fulfillment Cost
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Net book value of capitalized costs	$ 60	$ 30
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of satisfaction of performance obligation	2 years

Debt - Long-term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Oct. 15, 2021
Debt Instrument [Line Items]
Letter of credit sub-facility	$ 1,300.0	$ 1,335.0
Present value of lease liabilities	22.0	20.0
Other	15.0	33.0
Debt issuance costs and unamortized discounts	(18.0)	(23.0)
Less: current maturities	(34.0)	(35.0)
Total Long-term Debt	1,248.0	1,277.0
2024	34.0
2025	25.0
2026	227.0
2027	7.0
2028	487.0
Thereafter	520.0
Total	$ 1,300.0
Term loan A due 2026
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	8.58%
Letter of credit sub-facility	$ 238.0	252.0	$ 265.0
Term loan B due 2028
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	9.78%
Letter of credit sub-facility	$ 505.0	510.0	$ 515.0
Senior notes due 2029
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	6.20%
Letter of credit sub-facility	$ 520.0	520.0
Revolving credit facility maturing 2026
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	0.00%
Letter of credit sub-facility	$ 0.0	0.0
Finance lease obligations
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	9.03%
Present value of lease liabilities	$ 22.0	$ 20.0
Other
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	3.98%

Accounts Receivables, Net	12 Months Ended
Accounts Receivables, Net	Dec. 31, 2023
Receivables [Abstract]
Accounts Receivables, Net	Accounts Receivable, Net The Accounts receivable, net balance was $559 million and $630 million at December 31, 2023 and 2022, respectively. There were no allowances for credit losses at December 31, 2023 or 2022. The Company enters into factoring agreements in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to third-party financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over, and risk related to, the receivables to the buyers. Cash proceeds from this arrangement are included in cash flow from operating activities in the Consolidated Statements of Cash Flows. Accounts receivable sales for the years ended December 31, 2023 and 2022 were $616 million and $507 million, respectively.

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 955	$ 1,339
Foreign currency translation	18	(26)
Impairment	(287)	(358)	$ 0
Transfer of goodwill between segments		0
Ending balance	651	955	1,339
Gross goodwill	4,183
Accumulated impairment	(3,532)
Goodwill	651	955	1,339
Midas
Goodwill [Roll Forward]
Ending balance	35
Goodwill	35
Commercial
Goodwill [Roll Forward]
Beginning balance	287	661
Foreign currency translation	0	(20)
Impairment	(287)	(358)
Transfer of goodwill between segments		4
Ending balance	0	287	661
Gross goodwill	2,198
Accumulated impairment	(2,198)
Goodwill	0	287	661
Commercial \| Midas
Goodwill [Roll Forward]
Ending balance	0
Goodwill	0
Government:
Goodwill [Roll Forward]
Beginning balance	611	617
Foreign currency translation	12	(2)
Impairment	0	0
Transfer of goodwill between segments		(4)
Ending balance	623	611	617
Gross goodwill	1,377
Accumulated impairment	(754)
Goodwill	623	611	617
Government: \| Midas
Goodwill [Roll Forward]
Ending balance	0
Goodwill	0
Transportation:
Goodwill [Roll Forward]
Beginning balance	57	61
Foreign currency translation	6	(4)
Impairment	0	0
Transfer of goodwill between segments		0
Ending balance	28	57	61
Gross goodwill	608
Accumulated impairment	(580)
Goodwill	28	$ 57	$ 61
Transportation: \| Midas
Goodwill [Roll Forward]
Ending balance	35
Goodwill	$ 35

Commitment and Ligation	12 Months Ended
Commitment and Ligation	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Litigation	Contingencies and Litigation As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act ("ERISA"); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2023. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be more than any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period. Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's Consolidated Financial position or liquidity. As of December 31, 2023, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding the Company's financial guidance and business and operations was filed against the Company, its former Chief Executive Officer, and its former Chief Financial Officer in the United States District Court for the District of New Jersey (the "Court"). The complaint sought certification of a class of all persons who purchased or otherwise acquired the Company's securities from February 21, 2018 through November 6, 2018, and also sought unspecified monetary damages, costs, and attorneys’ fees. The Company moved to dismiss the class action complaint in its entirety. In June 2020, the Court denied the motion to dismiss and allowed the claims to proceed. The Court granted Class Certification on February 28, 2022. Upon the substantial completion of document discovery, the parties agreed to engage in mediation, and the Court administratively terminated the litigation to permit those efforts to proceed. Without any admission of liability or damages, in the third quarter of 2022, the parties settled this matter following that mediation, and filed the necessary documentation for preliminary approval by the court, class notice, and the claims administration process. The Court granted preliminary approval of the settlement terms and related documentation on January 27, 2023, and conducted the final Settlement Hearing on May 24, 2023, at which time the settlement received final approval as did plaintiffs' fee request. The Court's preliminary order had previously noted that it "will likely be able to approve the proposed Settlement as fair, reasonable and adequate under Federal Rule of Civil Procedure 23(e)(2)." The Company maintains insurance that covers the costs arising out of this litigation and resulting settlement having met the deductible and other terms and conditions thereof. As a result, during the fourth quarter of 2022, the Company reversed the reserve pertaining to this matter. Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Services, LLC’s ("CBS") select standalone customer care call center business to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (the "Notes"). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, CBS filed a counterclaim against Skyview seeking the outstanding balance on the Notes, the amounts owed for the Jamaica deferred closing, and other transition services agreement and late rent payment obligations. CBS also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Fact and expert discovery has been concluded and the parties filed summary judgment motions on July 24, 2023. On December 5, 2023, the court heard oral argument on the parties’ cross-motions for summary judgment and rendered its decision on December 8, 2023, finding there are certain material issues of fact that require trial, and also entering partial summary judgment for each side. On January 5, 2024, CBS filed its notice of appeal of the portion of the ruling that did not grant its motion for summary judgment in its entirety and that granted certain limited relief in favor of plaintiffs. On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting a portion of CBS’s counterclaims. CBS continues to deny all the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and will continue to defend the litigation vigorously. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any, in excess of currently recorded reserves. Conduent Business Services, LLC v. Cognizant Business Services Corporation: On April 12, 2017, CBS filed a lawsuit against Cognizant Business Services Corporation ("Cognizant") in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between CBS and Cognizant, as amended and supplemented (the "Contract"). The Contract contains certain minimum purchase obligations by CBS through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to CBS under CBS's contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the Contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased Cognizant's damages to $89 million. The parties participated in a mediation in late February 2023, and this matter settled, following negotiations that continued thereafter. The parties executed the Settlement Agreement and Mutual Release on March 30, 2023, with no admission of liability or wrongdoing by either party. In April 2023, each side made reciprocal payments of $6 million to the other, with Conduent’s payment made toward the termination fee payable under the applicable service delivery contract. As a result of the settlement, during the first quarter of 2023, the Company adjusted the balance sheet amounts recorded pertaining to this matter. As such, the Company recognized a $17 million benefit in Cost of services (excluding depreciation and amortization) and a $26 million benefit in Litigation settlements (recoveries), net. Other Matters During the first quarter of 2022, the Company entered into settlement agreements with six of its insurers under its 2012–2013 errors and omission insurance policy in which the Company agreed to resolve its claims for insurance coverage in connection with the previously disclosed State of Texas matter that settled in February 2019. As a result of the settlement agreements entered with the insurers, the Company received an aggregate sum of $38 million, of which $14 million was recognized as defense costs recovery in Selling, general and administrative and $24 million was recognized in Litigation settlements (recoveries), net. Since 2014, Xerox Education Services, Inc. ("XES") has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (the "Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. In view of the absence of activity by these regulators or any other party, during the fourth quarter of 2023, the Company reversed the remaining reserve pertaining to this matter. Guarantees and Indemnifications Indemnifications Provided as Part of Contracts and Agreements Acquisitions/Divestitures: The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows. Other Agreements: The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters: •Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect after the sale of the subsidiary. •Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on the Company's behalf, except for claims that result from the third-party's own willful misconduct or gross negligence. •Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained because of the Company's performance of services at a customer's location. In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made. Intellectual Property Indemnifications The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract. Indemnification of Officers and Directors The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law. Other Contingencies Certain contracts, primarily in the Company's Government and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2023, the Company had $625 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $175 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	3
Revenue	$ 3,722	$ 3,858	$ 4,140
Segment profit (loss)	112	176	237
Commercial:
Segment Reporting Information [Line Items]
Revenue	1,932	1,992	2,017
Segment profit (loss)	134	124	95
Government:
Segment Reporting Information [Line Items]
Revenue	1,094	1,150	1,307
Segment profit (loss)	284	294	409
Transportation:
Segment Reporting Information [Line Items]
Revenue	696	709	746
Segment profit (loss)	(2)	49	72
Other:
Segment Reporting Information [Line Items]
Revenue	0	7	70
Other: \| Education
Segment Reporting Information [Line Items]
Revenue	0	0	0
Segment profit (loss)	0	0	1
Other: \| Divestitures
Segment Reporting Information [Line Items]
Revenue	0	7	70
Segment profit (loss)	0	2	32
Unallocated Costs
Segment Reporting Information [Line Items]
Revenue	0	0	0
Segment profit (loss)	$ (304)	$ (293)	$ (372)

Other Comprehensive Income (Loss)- Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Equity [Abstract]

Currency translation adjustments, net, Pre-tax

$ 31

$ (41)

$ (31)

Currency translation adjustments, net, Net of Tax

^[1]

(41)

(31)

Translation adjustments gain (losses), Pre-tax

(41)

(31)

Translation adjustments gain (losses), Net of Tax

(41)

(31)

Changes in fair value of cash flow hedges gains (losses), Pre-tax

(1)

Changes in fair value of cash flow hedges gains (losses), Net of Tax

^[1]

(1)

Net Unrealized Gains (Losses), Pre-tax

(1)

Net Unrealized Gains (Losses), Net of Tax

(1)

Net actuarial/prior service gains (losses), Pre-tax

(1)

Net actuarial/prior service gains (losses), Net of Tax

^[1]

(1)

Changes in Defined Benefit Plans Gains (Losses), Pre-tax

(1)

Changes in Defined Benefit Plans Gains (Losses), Net of Tax

(1)

Other Comprehensive (Loss) Income, Pre-tax

(37)

(31)

Other Comprehensive (Loss) Income, Net of Tax

^[1]

$ 31

$ (37)

$ (31)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Operating segment revenues and profitability

Selected financial information for the Company's reportable segments was as follows:


	Year Ended December 31,
(in millions)	Commercial		Government		Transportation		Other				Unallocated Costs		Total
2023							Divestitures		Other
Revenue	$	1,932	$	1,094	$	696	$	—	$	—	$	—	$	3,722
Segment profit (loss)	$	134	$	284	$	(2)	$	—	$	—	$	(304)	$	112

2022
Revenue	$	1,992	$	1,150	$	709	$	7	$	—	$	—	$	3,858
Segment profit (loss)	$	124	$	294	$	49	$	2	$	—	$	(293)	$	176

2021
Revenue	$	2,017	$	1,307	$	746	$	70	$	—	$	—	$	4,140
Segment profit (loss)	$	95	$	409	$	72	$	32	$	1	$	(372)	$	237

Reconciliation to pre-tax income (loss)

The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:


(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)	2023		2022		2021
Income (Loss) Before Income Taxes	$	(332)	$	(127)	$	(25)
Reconciling items:
Amortization of acquired intangible assets	7		13		135
Restructuring and related costs	62		39		45
Interest expense	111		84		55
Loss on extinguishment of debt	—		—		15
Goodwill impairment	287		358		—
(Gain) loss on divestitures and transaction costs, net	10		(158)		3
Litigation settlements (recoveries), net	(30)		(32)		3
Other (income) expenses, net	(3)		(1)		6
Segment Profit (Loss)	$	112	$	176	$	237

Revenue and long-lived assets by geography

Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:


	Revenues						Long-Lived Assets (1)
(in millions)	2023		2022		2021		2023		2022
United States	$	3,328	$	3,473	$	3,712	$	480	$	638
Europe	314		328		368		34		39
Other areas	80		57		60		109		86
Total Revenues and Long-Lived Assets	$	3,722	$	3,858	$	4,140	$	623	$	763

__________

(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.

Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($) claim
Loss Contingencies [Line Items]
Reciprocal payment	$ 6
Damages recognized			$ 38
Surety Bond
Loss Contingencies [Line Items]
Outstanding debt			625
Other contingencies letter of credits
Loss Contingencies [Line Items]
Outstanding debt			175
Litigation Settlement, Expense
Loss Contingencies [Line Items]
Damages recognized			24
Selling, General and Administrative Expenses
Loss Contingencies [Line Items]
Damages recognized			14
Cost of Sales
Loss Contingencies [Line Items]
Benefit recognized		$ 17
Litigation Settlement, Expense
Loss Contingencies [Line Items]
Benefit recognized		$ 26
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC \| Pending Litigation
Loss Contingencies [Line Items]
Litigation damages received			23
Conduent Business Services, LLC v. Cognizant Business Service, LLC
Loss Contingencies [Line Items]
Litigation damages sought				$ 150
Number of counterclaims \| claim				2
Conduent Business Services, LLC v. Cognizant Business Service, LLC \| Pending Litigation
Loss Contingencies [Line Items]
Litigation damages received				$ 47
Termination fee				$ 25
Changes in damages sought			$ 89

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt was as follows:


			December 31,
(in millions)	Weighted Average Interest Rates at December 31, 2023(1)		2023		2022
Term loan A due 2026	8.58	%	$	238	$	252
Term loan B due 2028	9.78	%	505		510
Senior notes due 2029	6.20	%	520		520
Revolving credit facility maturing 2026	—	%	—		—



Finance lease obligations	9.03	%	22		20
Other	3.98	%	15		33

Principal Debt Balance			$	1,300	$	1,335
Debt issuance costs and unamortized discounts			(18)		(23)
Less: current maturities			(34)		(35)
Total Long-term Debt			$	1,248	$	1,277

____________

(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.

Schedule of Maturities of Long-term Debt

Scheduled principal payments due on long-term debt for the next five years (in millions) were as follows:


2024		2025		2026		2027		2028		Thereafter		Total
$	34	$	25	$	227	$	7	$	487	$	520	$	1,300

Schedule Of Interest Expense And Interest Income

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Interest expense	$	111	$	84	$	55
Interest income(1)	18		7		1

____________

(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Assets/Liabilities Held for Sale and Divestiture (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets and Liabilities Reclassified as Held for Sale

The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale:


(in millions)	December 31, 2023
Accounts Receivable, net	$	49
Other current assets	3

Land, building and equipment, net	52
Operating lease right-of-use assets	6

Goodwill	35
Other long-term assets	35
Total Assets held for sale	$	180
Current portion of long-term debt	$	5
Accounts payable	11
Accrued compensation and benefits costs	2
Unearned income	4
Other current liabilities	9
Long-term debt	19
Operating lease liabilities	4
Other long-term liabilities	4
Total Liabilities held for sale	$	58

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Schedule (Details) - USD ($) $ in Millions	12 Months Ended
Schedule (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Amounts (credited) charged to other income statement accounts	$ 0	$ 0	$ 0
Tax Valuation Allowance, Balance at beginning of period	102	82	83
Tax Valuation Allowance, Additions charged to expense	9	34	10
Tax Valuation Allowance, Deductions and other, net of recoveries	(11)	(14)	(11)
Tax Valuation Allowance, Balance at end of period	100	102	82
Accounts Receivable
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Allowance for Credit Losses, Balance at beginning of period	0	0	2
Allowance for Credit Losses, Additions charged to expense	0	0	1
Amounts (credited) charged to other income statement accounts	0	0	0
Allowance for Credit Losses, Deductions and other, net of recoveries	0	0	(3)
Allowance for Credit Losses, Balance at end of period	$ 0	$ 0	$ 0

Restructuring Programs and Related Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring reserve [Roll Forward]
Balance at beginning of period	$ 10	$ 6
Provision	64	38
Changes in estimates	(2)	(1)
Total Net Current Period Charges	62	37
Charges against reserve and currency	(62)	(33)
Balance at end of period	10	10	$ 6
Costs incurred	7	2	4
Total Net Restructuring Charges	62	37	41
Commercial:
Restructuring reserve [Roll Forward]
Total Net Restructuring Charges	28	6	4
Government:
Restructuring reserve [Roll Forward]
Total Net Restructuring Charges	0	1	1
Transportation:
Restructuring reserve [Roll Forward]
Total Net Restructuring Charges	1	1	1
Unallocated Costs
Restructuring reserve [Roll Forward]
Total Net Restructuring Charges	33	29	35
Severance and Related Costs
Restructuring reserve [Roll Forward]
Balance at beginning of period	10	5
Provision	31	15
Changes in estimates	(2)	(1)
Total Net Current Period Charges	29	14
Charges against reserve and currency	(30)	(9)
Balance at end of period	9	10	5
Termination and Other Costs
Restructuring reserve [Roll Forward]
Balance at beginning of period	0	1
Provision	22	12
Changes in estimates	0	0
Total Net Current Period Charges	22	12
Charges against reserve and currency	(21)	(13)
Balance at end of period	1	0	1
Asset Impairments
Restructuring reserve [Roll Forward]
Balance at beginning of period	0	0
Provision	11	11
Changes in estimates	0	0
Total Net Current Period Charges	11	11
Charges against reserve and currency	(11)	(11)
Balance at end of period	0	0	0
Data Center Consolidation \| Termination and Other Costs
Restructuring reserve [Roll Forward]
Provision	$ 9	$ 10	$ 23

Financial Instruments - Foreign Exchange Risk Management (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Philippine Peso/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 64	$ 50
Indian Rupee/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	54	37
Euro/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	18	1
All Other
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 12	16
Designated as Hedging Instrument
Foreign Exchange Contracts [Line Items]
Percentage of contracts maturing within three months	67.00%
Percentage of contracts maturing in three to six months	12.00%
Percentage of contracts maturing in six to twelve months	15.00%
Percentage of contracts maturing in greater than twelve months	6.00%
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 148	104
Foreign exchange contract
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	0	(1)
Foreign exchange contract \| Philippine Peso/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	0	0
Foreign exchange contract \| Indian Rupee/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	0	(1)
Foreign exchange contract \| Euro/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	0	0
Foreign exchange contract \| All Other
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	$ 0	$ 0

Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Internal use software	$ 42	$ 61	$ 65
Product software	21	39	45
Internal use software, at cost	612	621
Accumulated amortization	(469)	(432)
Internal use software, net	143	189
Product software, at cost	219	207
Accumulated amortization	(127)	(97)
Product software, net	$ 92	110
Internal use and product software minimum useful life	1 year
Internal use and product software maximum useful life	7 years
Internal use and product software amortization expense	$ 114	$ 71	$ 62
Write-off of capitalized software costs	$ 25

Segment Reporting

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

The Company's reportable segments correspond to how it organizes and manages the business, as defined by the Company's Chief Executive Officer, who is also its Chief Operating Decision Maker ("CODM"), and are aligned to the industries in which the Company's clients operate. The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process.

The Company's financial performance is based on Segment Profit/(Loss) for its three reportable segments (Commercial, Government and Transportation), Other and Unallocated Costs. The Company's CODM does not evaluate operating segments using discrete asset information.

•Commercial: The Commercial segment provides business process services and customized solutions to clients in a variety of commercial industries. Across the Commercial segment, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for the Company's clients and better experiences for their consumers and employees.

•Government: The Government segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance, healthcare programs and administration, transaction processing and payment services. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

•Transportation: The Transportation segment provides systems, support, and revenue-generating solutions, to government transportation agency clients. The Company delivers mission-critical public safety, mobility and digital payment solutions that streamline operations, increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers while reducing impact on the environment.

Divestitures includes the Company's Midas Suite of patient safety, quality and advanced analytics solutions which it sold to a third party in the first quarter of 2022.

Other includes the Company's Midas business, which was sold in the first quarter of 2022.

Unallocated Costs includes IT infrastructure costs that are shared by multiple reportable segments, enterprise application costs and certain corporate overhead expenses not directly attributable or allocated to the reportable segments.

Selected financial information for the Company's reportable segments was as follows:


	Year Ended December 31,
(in millions)	Commercial		Government		Transportation		Other				Unallocated Costs		Total
2023							Divestitures		Other
Revenue	$	1,932	$	1,094	$	696	$	—	$	—	$	—	$	3,722
Segment profit (loss)	$	134	$	284	$	(2)	$	—	$	—	$	(304)	$	112

2022
Revenue	$	1,992	$	1,150	$	709	$	7	$	—	$	—	$	3,858
Segment profit (loss)	$	124	$	294	$	49	$	2	$	—	$	(293)	$	176

2021
Revenue	$	2,017	$	1,307	$	746	$	70	$	—	$	—	$	4,140
Segment profit (loss)	$	95	$	409	$	72	$	32	$	1	$	(372)	$	237

The following is a reconciliation of segment profit (loss) to income (loss) before income taxes:


(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)	2023		2022		2021
Income (Loss) Before Income Taxes	$	(332)	$	(127)	$	(25)
Reconciling items:
Amortization of acquired intangible assets	7		13		135
Restructuring and related costs	62		39		45
Interest expense	111		84		55
Loss on extinguishment of debt	—		—		15
Goodwill impairment	287		358		—
(Gain) loss on divestitures and transaction costs, net	10		(158)		3
Litigation settlements (recoveries), net	(30)		(32)		3
Other (income) expenses, net	(3)		(1)		6
Segment Profit (Loss)	$	112	$	176	$	237

Refer to Note 2 – Revenue for additional information on disaggregated revenues of the reportable segments.

Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows for each of the years ended December 31:


	Revenues						Long-Lived Assets (1)
(in millions)	2023		2022		2021		2023		2022
United States	$	3,328	$	3,473	$	3,712	$	480	$	638
Europe	314		328		368		34		39
Other areas	80		57		60		109		86
Total Revenues and Long-Lived Assets	$	3,722	$	3,858	$	4,140	$	623	$	763

__________

(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Shareholders' Equity - Total Stock-based Compensation Expense (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 19	$ 21	$ 21
Income tax benefit recognized in earnings	$ 4	$ 4	$ 3
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Upward or downward percentage adjustment to the number of shares eligible to vest	0.50	0.05
Award vesting period	2 years 9 months
Officers and Select Executives \| Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	3 years
Maximum percentage of original grant	50.00%

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic loss	$ (349)	$ (149)	$ (68)
Foreign income	17	22	43
Income (Loss) Before Income Taxes	$ (332)	$ (127)	$ (25)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

The Company classifies its debt based on the contractual maturity dates of the underlying debt instruments. The Company defers costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in the Consolidated Statements of Income (Loss).

Long-term debt was as follows:


			December 31,
(in millions)	Weighted Average Interest Rates at December 31, 2023(1)		2023		2022
Term loan A due 2026	8.58	%	$	238	$	252
Term loan B due 2028	9.78	%	505		510
Senior notes due 2029	6.20	%	520		520
Revolving credit facility maturing 2026	—	%	—		—



Finance lease obligations	9.03	%	22		20
Other	3.98	%	15		33

Principal Debt Balance			$	1,300	$	1,335
Debt issuance costs and unamortized discounts			(18)		(23)
Less: current maturities			(34)		(35)
Total Long-term Debt			$	1,248	$	1,277

____________

(1)Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.

Scheduled principal payments due on long-term debt for the next five years (in millions) were as follows:


2024		2025		2026		2027		2028		Thereafter		Total
$	34	$	25	$	227	$	7	$	487	$	520	$	1,300

Credit Facilities

On October 15, 2021, the Company refinanced its previously outstanding credit facilities by entering into a new senior secured credit agreement among the Company, its subsidiaries Conduent Business Services, LLC ("CBS"), Conduent State & Local Solutions, Inc. ("CSLS") and Affiliated Computer Services International B.V., the lenders party thereto and Bank of America, N.A., as the administrative agent ("Credit Agreement"). The Credit Agreement contains senior secured credit facilities ("Senior Credit Facilities") consisting of:

(i) Senior Secured Term Loan A ("Term Loan A") with an aggregate principal amount of $265 million;

(ii) Senior Secured Term Loan B ("Term Loan B") with an aggregate principal amount of $515 million; and

(iii) Senior Revolving Credit Facility maturing 2026 ("Revolving Credit Facility") with an aggregate available amount of $550 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

During the first quarter of 2022, the Company repaid $100 million of its $550 million Revolving Credit Facility that was outstanding as of December 31, 2021. As of December 31, 2023, the Company had no outstanding balance under its Revolving Credit Facility. However, the Company utilized $2 million of its Revolving Credit Facility capacity to issue letters of credit. The net amount available to be drawn upon under the Revolving Credit Facility as of December 31, 2023, was $548 million.

The Credit Agreement permits the Company to request incremental term loan borrowings and /or increase commitments, subject to certain limitations and satisfaction of certain conditions.

Borrowings under the Term Loan A, the Term Loan B and the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan. The applicable margin for the Term Loan A and the Revolving Credit Facility for SOFR loans range from 1.75% to 2.75% per annum, depending on certain leverage ratios and for base rate loans range from 0.75% to 1.75% per annum. The margin for SOFR loans at December 31, 2023 was 2.25%. The applicable margin for the Term Loan B for SOFR loans does not change based on leverage ratios and is 4.25% per annum and for base rate loans is 3.25% per annum. In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.3% to 0.5% per annum to the lenders in respect of unutilized commitments thereunder and the commitment fee was 0.4% at December 31, 2023.

All obligations under the Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions). All obligations under the Credit Agreement are secured, subject to certain exceptions, by a first-priority

pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor (which pledges, in the case of any foreign subsidiary, are limited to 65% of the capital stock of any first-tier foreign subsidiary).

The Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default. It requires the consolidated first lien net leverage ratio to not exceed 3.50 to 1.00. This covenant applies to the Term Loan A and Revolving Credit Facility. The covenant is tested as of the last day of any fiscal quarter. As of December 31, 2023, the Company was in compliance with all debt covenants related to the Senior Credit Facilities. No mandatory debt prepayments were made as it was not required pursuant to the terms of the Credit Agreement.

Senior Notes

Concurrent with the Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the "Issuers") issued 6.00% fixed rate senior notes due 2029 ("Senior Notes"). The Senior Notes are guaranteed on a senior secured basis by the Company and existing and future material direct and indirect wholly owned domestic subsidiaries of CBS that guaranteed the obligations under the Senior Credit Facilities.

Interest is payable semi-annually. Prior to November 1, 2024, the Issuers can redeem the Senior Notes, in whole or in part, at a price equal to the principal amount of the Senior Notes, plus a make-whole premium plus accrued and unpaid interest. The Issuers can redeem the Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture governing the Senior Notes, plus accrued and unpaid interest, if any, up to but excluding the redemption date. In addition, the Company may be required to make an offer to purchase the notes upon the sale of certain assets and upon a change of control. No Senior Notes were redeemed in 2023 or 2022.

Debt Issuance Costs and Discount

In connection with the refinancing, the Company recorded deferred discounts and debt issuance costs of $30 million in 2021. Additionally, the Company wrote-off debt issuance costs and discounts related to its previously outstanding credit facilities of $13 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2021.

Interest

Interest paid on short-term and long-term debt amounted to $106 million, $84 million and $40 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Interest expense	$	111	$	84	$	55
Interest income(1)	18		7		1

____________

(1)Included in Other (income) expenses, net on the Consolidated Statements of Income (Loss).

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2023 USD ($)
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Aggregate intrinsic value of outstanding awards	$ 18
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Aggregate intrinsic value of outstanding awards	$ 18

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities.

Summary of Financial Assets and Liabilities Accounted for at Fair Value on a Recurring Basis

The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases was Level 2.


(in millions)	December 31, 2023		December 31, 2022
Assets:
Foreign exchange contract - forward	$	1	$	—
Total Assets	$	1	$	—
Liabilities:
Foreign exchange contracts - forward	$	—	$	1
Total Liabilities	$	—	$	1

Summary of Other Financial Assets and Liabilities

The estimated fair values of other financial assets and liabilities were as follows:


	December 31, 2023				December 31, 2022
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	1,248	$	1,191	$	1,277	$	1,155
Liabilities held for sale	$	58	$	58	$	—	$	—

The fair value amounts for Cash and cash equivalents, Restricted cash, Accounts receivable, net and Short-term debt approximate carrying amounts due to the short-term maturities of these instruments.

The fair value of Long-term debt was estimated using quoted market prices for identical or similar instruments (Level 2 inputs).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits	$ 10	$ 12	$ 23
Offsetting benefits from other jurisdictions	1	1	12
Accrued payments for interest and penalties associated with unrecognized tax benefits	2	3	12
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, Beginning	12	23	23
Additions related to prior years positions	0	1	3
Reductions related to prior years positions	(1)	(2)	(3)
Settlements with taxing authorities	(1)	(5)	0
Lapse of Statute of limitations	0	(5)	0
Balance, Ending	$ 10	$ 12	$ 23

Leases - Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating Lease Payments
2024	$ 69
2025	58
2026	49
2027	38
2028	17
Thereafter	20
Total undiscounted lease payments	251
Less imputed interest	40
Present value of lease liabilities	211	$ 217
Finance Lease Payments
2024	13
2025	5
2026	2
2027	2
2028	3
Thereafter	0
Total undiscounted lease payments	25
Less imputed interest	3
Present value of lease liabilities	$ 22	$ 20

Supplementary Financial Information - Other Long-Term Assets (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Supplemental Financial Information [Abstract]
Internal use software, net	$ 143	$ 189
Deferred contract costs, net	91	82
Product software, net	92	110
Deferred tax assets	21	20
Other	89	88
Other long-term assets	$ 436	$ 489

Restructuring Programs and Related Costs (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of the Company's restructuring program activity during the two years ended December 31, 2023 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Balance at December 31, 2021	$	5	$	1	$	—	$	6
Provision	15		12		11		38
Changes in estimates	(1)		—		—		(1)
Total Net Current Period Charges(1)	14		12		11		37
Charges against reserve and currency	(9)		(13)		(11)		(33)

Balance at December 31, 2022	$	10	$	—	$	—	$	10
Provision	31		22		11		64
Changes in estimates	(2)		—		—		(2)
Total Net Current Period Charges(1)	29		22		11		62
Charges against reserve and currency	(30)		(21)		(11)		(62)
Balance at December 31, 2023	$	9	$	1	$	—	$	10

__________

(1)Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.

Total Costs Incurred with Restructuring Programs, by Segment

The following table summarizes the total amount of costs incurred in connection with these restructuring programs by reportable and non-reportable segment:


	Year Ended December 31,
(in millions)	2023		2022		2021
Commercial	$	28	$	6	$	4
Government	—		1		1
Transportation	1		1		1

Unallocated Costs (1)	33		29		35
Total Net Restructuring Charges	$	62	$	37	$	41

__________

(1)Represents costs related to the consolidation of the Company's data centers, operating lease ROU asset impairment, termination and other costs not allocated to the segments.

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise. Description of Business Conduent Incorporated is a New York corporation, organized in 2016. Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. Conduent leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical business process solutions. Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent's solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Basis of Presentation The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. In the first quarter of 2023, the Company identified an error and recorded an out-of-period adjustment to correct the recognition of revenue on a Government segment contract that originated in 2020 and impacted all quarterly periods through December 31, 2022. This adjustment resulted in a reduction to revenue and income (loss) before income taxes of $7 million and a corresponding decrease to accounts receivable of $1 million and an increase to other current liabilities of $6 million in the first quarter of 2023. The Company evaluated the impact of the out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated financial statements and the adjustment is not material to the year ending December 31, 2023. The Company has evaluated subsequent events through February 21, 2024. Conduent's common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the Nasdaq Global Select Market ("Nasdaq"), where it remains listed under the ticker "CNDT". Use of Estimates The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. As of December 31, 2023, the effects of global macroeconomic and geopolitical uncertainty on the Company's business, results of operations and financial condition continue to evolve. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future. New Accounting Standards Segment Reporting: In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Income Taxes: In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid. The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Recently Adopted Accounting Standards The Company did not adopt any new accounting standards in 2023 that had a material impact on its Consolidated Financial Statements. Summary of Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less. Receivable Sales In 2023, 2022 and 2021, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 5 – Accounts Receivable, Net for more details on the Company's receivable sales. Assets/Liabilities Held for Sale The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale. The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Refer to Note 4 – Assets/Liabilities Held for Sale and Divestitures to the Consolidated Financial Statements for additional information. Land, Buildings and Equipment Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Significant improvements are capitalized and maintenance and repairs are expensed when incurred. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further discussion. Internal Use and Product Software Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operating activities. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value). Costs to support or service licensed software are charged to Costs of services as incurred. Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information. Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss). In the fourth quarter of 2021, the Company wrote-off approximately $28 million of previously capitalized implementation costs. There were no such write-offs in either 2023 or 2022. Refer to Note 6 – Land, Buildings, Equipment and Software, Net for further information. Leases The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease right of use ("ROU") assets, Other current liabilities, and Operating lease liabilities in the Company's Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in the Company's Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates as the Company's leases generally do not provide an implicit rate. The incremental borrowing rate represents an estimate of the interest rate that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Leases with an initial term of one year or less are expensed on a straight-line basis over the lease term. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases. Refer to Note 7 – Leases for further information. Contingencies and Litigation The Company is currently involved in various claims and legal proceedings. At least quarterly, it reviews the status of each significant matter and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The estimated losses are recorded within Litigation settlements (recoveries), net in the Company's income statement. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position. The Company's policy is to expense legal defense costs related to such matters as incurred. These costs are recorded within Selling, general and administrative expenses in the Company's income statement. Any insurance recoveries for litigation settlements and defense costs are recorded when such recoveries are deemed probable and collectability is reasonably assured. Such recoveries are recorded in the same financial statement line as the related costs to which the recoveries relate. Refer to Note 16 – Contingencies and Litigation to the Consolidated Financial Statements for additional information regarding loss contingencies. Goodwill For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. Goodwill is tested for impairment using a qualitative and/or quantitative assessment. For the quantitative assessment, the Company determines the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. Other Intangible Assets Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified. Refer to Note 8 – Goodwill and Intangible Assets, Net for further information. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates. The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act ("Tax Reform"). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2023. Refer to Note 15 – Income Taxes for further discussion. Share Repurchase Program On May 16, 2023, the Board of Directors authorized a share repurchase program, granting approval for the Company to repurchase up to $75 million of its common stock over the next three years. The Company has the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans. This share repurchase program does not obligate the Company to acquire a specific number of shares and the program may be modified, suspended or discontinued at any time at the Company’s discretion without prior notice. The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders' equity. The Company accrues the cost of repurchased shares and excludes such shares from the calculation of basic and diluted earnings per share, as of the trade date. The Company recognizes a liability for share repurchases which have not settled and for which cash has not been paid in Other current liabilities on the Company's Consolidated Balance Sheets. Noncontrolling Interest The Company's Consolidated Financial Statements include the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures over which the Company has a controlling financial interest. Control is based on ownership interest. The ownership interest held by an owner other than the Company in a less than wholly owned subsidiary is classified as a non-controlling interest. Net income (loss) is allocated to the noncontrolling interest based on ownership interest. In May 2023, the Company signed a new customer contract with the State of Victoria, Australia to provide the next generation of the state's public transport ticketing system. As a result, the Company and Convergint Australia Pty Ltd (“Convergint”) entered into a shareholder agreement to form Conduent Victoria Ticketing System Pty Ltd (“Conduent Victoria”). The Company holds an 80% equity investment in Conduent Victoria and the remaining 20% is owned by Convergint. For the year ended December 31, 2023, noncontrolling interest in Conduent Victoria was not material to the Company's Consolidated Statements of Income (Loss) or Consolidated Statements of Comprehensive Income (Loss) and, therefore, the Company did not present any separate disclosures for such noncontrolling interest in those statements. Foreign Currency Translation and Re-measurement The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within Other (income) expenses, net together with other foreign currency re-measurements. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and/or variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin. The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer. Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term. When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price. The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax ("VAT"). The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered. From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively. Refer to Note 2 – Revenue for further discussion.

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Related Party Transactions

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2023		2022		2021
Revenue from related parties	$	6	$	11	$	16
Purchases from related parties	$	18	$	26	$	28

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (296)	$ (182)	$ (28)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Segment Reporting - Geographic Revenue and Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 3,722	$ 3,858	$ 4,140
Long-Lived Assets	623	763
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	3,328	3,473	3,712
Long-Lived Assets	480	638
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	314	328	368
Long-Lived Assets	34	39
Other areas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	80	57	$ 60
Long-Lived Assets	$ 109	$ 86

- Definition

+ References

+ Details

Employee Benefit Plans - Defined Benefit Plans (Details) - Non-US - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations	$ 13	$ 11
Plan assets	$ 0	$ 0

- Definition

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

Supplementary Financial Information

12 Months Ended

Dec. 31, 2023

Supplemental Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2023		2022
Other Current Assets
Prepaid expenses	$	70	$	88
Income taxes receivable	38		41
Value-added tax (VAT) receivable	8		10
Restricted cash	21		16


Other	103		87
Total Other Current Assets	$	240	$	242
Other Current Liabilities
Accrued liabilities to vendors	$	188	$	211
Litigation related accruals	6		37
Current operating lease liabilities	54		57
Restructuring liabilities	10		10
Income tax payable	1		2
Other taxes payable	19		16
Accrued interest	6		6
Other	44		43
Total Other Current Liabilities	$	328	$	382
Other Long-term Assets
Internal use software, net	$	143	$	189
Deferred contract costs, net(1)	91		82
Product software, net	92		110
Deferred tax assets	21		20
Other	89		88
Total Other Long-term Assets	$	436	$	489
Other Long-term Liabilities

Income tax liabilities	$	6	$	7
Unearned income	55		42

Other	23		20
Total Other Long-term Liabilities	$	84	$	69

__________

Schedule II

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

For the three years ended December 31, 2023


(in millions)		Balance at beginning of period		Additions charged to expense(1)(4)		Amounts (credited) charged to other income statement accounts (2)		Deductions and other, net of recoveries (3)(4)		Balance at end of period
Allowance for Credit Losses:
2023	Accounts Receivable	$	—	$	—	$	—	$	—	$	—
2022	Accounts Receivable	—		—		—		—		—
2021	Accounts Receivable	2		1		—		(3)		—

Tax Valuation Allowance:
2023	Tax Valuation	102		9		—		(11)		100
2022	Tax Valuation	82		34		—		(14)		102
2021	Tax Valuation	83		10		—		(11)		82

__________

(1)Account Receivables/Contract Assets: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.

(2)Account Receivables: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.

(3)Account Receivables/Contract Assets: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.

(4)Tax Valuation: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.