0001677703-25-000029 | 10-K | XBRL Viewer

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Leases - Cash Flow (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Cash Flow (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 75	$ 83	$ 93
Operating cash flows from finance leases	2	3	1
Total Cash Flow from Operating Activities	77	86	94
Financing cash flow from finance leases	17	16	10
Operating leases	41	70	43
Finance leases	$ 19	$ 21	$ 14

Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024		December 31, 2023
Assets:
Foreign exchange contracts - forward	$	—	$	1
Total Assets	$	—	$	1
Liabilities:
Foreign exchange contracts - forward	$	(2)	$	—
Total Liabilities	$	(2)	$	—

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, 2024				December 31, 2023
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	615	$	588	$	1,248	$	1,191
Liabilities held for sale	$	—	$	—	$	58	$	58

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024				December 31, 2023
(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	$	67	$	(1)	$	64	$	—
Indian Rupee/U.S. Dollar	55		(1)		54		—
Euro/U.S. Dollar	57		—		18		—

All Other	24		—		12		—
Total Foreign Exchange Hedging	$	203	$	(2)	$	148	$	—

____________

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

Segment Reporting

12 Months Ended

Dec. 31, 2024

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.

Divestitures includes the Company's BenefitWallet Portfolio for which the Company completed the transfer in the second quarter of 2024, its Curbside Management and Public Safety Solutions businesses which it sold in the second quarter of 2024 and its Casualty Claims business which it sold in the third quarter of 2024. Additionally, Divestitures includes the Company's Midas business which it sold in the first quarter of 2022. Refer to Note 4 – Divestitures and Assets/Liabilities Held for Sale for additional information.

The Company's CODM evaluates the Company's financial performance based on Segment profit (loss) for its three reportable segments - Commercial, Government and Transportation. The Company's CODM uses Segment profit (loss) information to monitor budget versus actual results and then uses this information to help make informed decisions about future resource investment, potential restructuring of segments to enhance overall company performance, and future divestitures and acquisitions.

The Company's CODM does not evaluate operating segments using discrete asset information as a significant portion of the assets is managed at the total company level.

•Commercial: The Commercial segment provides business process services that span its clients' businesses end-to-end from the front-office to the back-office for a variety of commercial industries. These solutions are both cross-industry and industry-specific in nature. Across the Commercial segment, the Company operates on its clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enhance performance for the Company's clients and deliver better experiences for their consumers and employees.

•Government: The Government segment provides government-centric business process services and solutions to U.S. federal, state, local and foreign governments for public assistance, healthcare programs and administration, transaction processing, payment services and case management. In this segment, the Company helps governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and shift in response to an evolving regulatory environment.

•Transportation: The Transportation segment provides government agencies and transportation authorities around the world with solutions serving toll and fare collections as well as mobility and digital payments that help streamline operations and increase revenue, systems, support, and revenue-generating solutions to government transportation agencies. With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, the Company's solutions help reduce congestion and greenhouse emissions, while creating seamless travel experiences for consumers throughout transportation ecosystems.

The Company adopted the new segment guidance for the year ended December 31, 2024 on a retrospective basis. The following table presents revenues, expenses and segment profit (loss) for the Company's reportable segments:


	Year Ended December 31,
(in millions)	Commercial		Government		Transportation		Total(1)
2024
Segment revenue	$	1,606	$	984	$	586	$	3,176



Expenses
Wages and benefits	$	1,081	$	420	$	256	$	1,757
Services and supplies	212		282		279		773
Rent lease and maintenance expense	145		66		46		257
Other operating expense	1		6		6		13
Depreciation and amortization expense	90		44		24		158
Segment expenses	$	1,529	$	818	$	611	$	2,958




Segment profit (loss)	$	77	$	166	$	(25)	$	218

2023
Segment Revenue	$	1,668	$	1,094	$	558	$	3,320



Expenses
Wages and benefits	$	1,132	$	411	$	247	$	1,790
Services and supplies	224		284		242		750
Rent lease and maintenance expense	140		65		43		248
Other operating expense	8		9		10		27
Depreciation and amortization expense	128		41		23		192
Segment expenses	$	1,632	$	810	$	565	$	3,007




Segment profit (loss)	$	36	$	284	$	(7)	$	313

2022
Segment Revenue	$	1,769	$	1,150	$	562	$	3,481



Expenses
Wages and benefits	$	1,174	$	419	$	228	$	1,821
Services and supplies	275		328		234		837
Rent lease and maintenance expense	148		67		40		255
Other operating expense	8		5		6		19
Depreciation and amortization expense	93		37		20		150
Segment expenses	$	1,698	$	856	$	528	$	3,082




Segment profit (loss)	$	71	$	294	$	34	$	399

__________

(1) Total excludes Divestitures and Unallocated Costs.

Other operating expense shown above is primarily comprised of third-party legal fees and other miscellaneous expenses.

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


(in millions)	Year Ended December 31,
	2024		2023		2022
Segment Profit (Loss)	$	218	$	313	$	399

Reconciling items:
Divestitures profit(1)	35		103		70
Unallocated costs(2)	(287)		(304)		(293)
Amortization of acquired intangible assets	(5)		(7)		(13)
Restructuring and related costs	(46)		(62)		(39)
Interest expense	(75)		(111)		(84)
Loss on extinguishment of debt	(8)		—		—
Goodwill impairment	(28)		(287)		(358)
Gain (loss) on divestitures and transaction costs, net	696		(10)		158
Litigation (settlements) recoveries, net	(9)		30		32
Other income (expenses), net	13		3		1
Income (Loss) Before Income Taxes	$	504	$	(332)	$	(127)

__________

(1) Divestitures profit is Income (loss) before income taxes.

(2) 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.

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

No sales to an individual customer accounted for more than 10% of revenue for the years ended December 31, 2024, 2023 or 2022. 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)	2024		2023		2022		2024		2023
United States	$	2,887	$	3,328	$	3,473	$	386	$	480
Europe	291		314		328		31		34
Other areas	178		80		57		98		109
Total Revenues and Long-Lived Assets	$	3,356	$	3,722	$	3,858	$	515	$	623

__________

(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.

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+ Details

Consolidated Statements of Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 3,356	$ 3,722	$ 3,858
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)	2,730	2,888	3,018
Selling, general and administrative (excluding depreciation and amortization)	455	458	440
Research and development (excluding depreciation and amortization)	6	7	7
Depreciation and amortization	204	264	230
Restructuring and related costs	46	62	39
Interest expense	75	111	84
Loss on extinguishment of debt	8	0	0
Goodwill impairment	28	287	358
(Gain) loss on divestitures and transaction costs, net	(696)	10	(158)
Litigation settlements (recoveries), net	9	(30)	(32)
Other (income) expenses, net	(13)	(3)	(1)
Total Operating Costs and Expenses	2,852	4,054	3,985
Income (Loss) Before Income Taxes	504	(332)	(127)
Income tax expense (benefit)	78	(36)	55
Net Income (Loss)	$ 426	$ (296)	$ (182)
Net Income (Loss) per Share:
Basic (in dollars per share)	$ 2.28	$ (1.41)	$ (0.89)
Diluted (in dollars per share)	$ 2.23	$ (1.41)	$ (0.89)

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Cash [Abstract]
Restricted cash	$ 11	$ 21	$ 16

Schedule II

12 Months Ended

Dec. 31, 2024

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

Valuation and Qualifying Accounts

No allowances or recoveries for credit losses were recorded for the three years ended December 31, 2024. Activity in tax valuation allowances for the three years ended December 31, 2024 is shown below:


(in millions)		Balance at beginning of period	Additions charged to expense	Amounts (credited) charged to other income statement accounts	Deductions and other, net of recoveries	Balance at end of period





Tax Valuation Allowance(1):
2024	Tax Valuation	100	14	—	(19)	95
2023	Tax Valuation	102	9	—	(11)	100
2022	Tax Valuation	82	34	—	(14)	102

__________

(1)Tax valuation allowances 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.

Restructuring Programs and Related Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring reserve [Roll Forward]
Balance at beginning of period	$ 10	$ 10
Provision	$ 47	$ 64
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]	Restructuring and related costs	Restructuring and related costs
Changes in estimates	$ (1)	$ (2)
Total Net Current Period Charges	46	62
Charges against reserve and currency	(41)	(62)
Balance at end of period	15	10	$ 10
Severance and Related Costs
Restructuring reserve [Roll Forward]
Balance at beginning of period	9	10
Provision	22	31
Changes in estimates	(1)	(2)
Total Net Current Period Charges	21	29
Charges against reserve and currency	(17)	(30)
Balance at end of period	13	9	10
Termination and Other Costs
Restructuring reserve [Roll Forward]
Balance at beginning of period	1	0
Provision	19	22
Changes in estimates	0	0
Total Net Current Period Charges	19	22
Charges against reserve and currency	(18)	(21)
Balance at end of period	2	1	0
Other Restructuring, Functions
Restructuring reserve [Roll Forward]
Provision	4
Other Restructuring, Professional Support Services
Restructuring reserve [Roll Forward]
Provision	4
Asset Impairments
Restructuring reserve [Roll Forward]
Balance at beginning of period	0	0
Provision	6	11
Changes in estimates	0	0
Total Net Current Period Charges	6	11
Charges against reserve and currency	(6)	(11)
Balance at end of period	0	0	0
Data Center Consolidation \| Termination and Other Costs
Restructuring reserve [Roll Forward]
Provision	$ 5	$ 9	$ 10

Debt

12 Months Ended

Dec. 31, 2024

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, 2024(1)		2024		2023
Term loan A due 2026	9.37	%	$	88	$	238
Term loan B due 2028	—	%	—		505
Senior notes due 2029	6.20	%	520		520
Revolving credit facility maturing 2026	—	%	—		—



Finance lease obligations	8.70	%	26		22
Other	3.98	%	12		15

Principal Debt Balance			$	646	$	1,300
Debt issuance costs and unamortized discounts			(7)		(18)
Less: current maturities			(24)		(34)
Total Long-term Debt			$	615	$	1,248

____________

(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:


2025		2026		2027		2028		2029		Thereafter		Total
$	24	$	90	$	5	$	6	$	521	$	—	$	646

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.

As of December 31, 2024, the Company had no outstanding balance under its Revolving Credit Facility. However, the Company utilized $11 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, 2024, was $539 million. The amount of borrowings outstanding under its Revolving Credit Facility at each quarter-end may be limited by our leverage covenant.

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, 2024 was 2.25%. 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, 2024.

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, 2024, the Company was in compliance with all debt covenants related to the Senior Credit Facilities. No mandatory debt prepayments were made as they were not required pursuant to the terms of the Credit Agreement.

During 2024, the Company utilized a portion of the proceeds from the closing of its divestitures to voluntarily prepay all of the principal of the Term Loan B and $137 million of the Term Loan A.

In connection with these voluntary prepayments, the Company wrote-off related debt issuance costs of $8 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.

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 2024 or 2023.

Interest

Interest paid on short-term and long-term debt amounted to $72 million, $106 million and $84 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Interest expense	$	75	$	111	$	84
Interest income(1)	23		18		7

____________

(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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: 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 11: 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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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Costs to obtain a contract
Capitalized Contract Cost [Line Items]
Contract costs	$ 19	$ 21
Costs to fulfill a contract
Capitalized Contract Cost [Line Items]
Contract costs	$ 99	$ 60

Common Stock and Preferred Stock (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Jun. 10, 2024 USD ($) $ / shares shares	Dec. 31, 2024	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2016 USD ($) shares
Class of Stock [Line Items]
Issuance of stock (in shares) \| 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) \| shares				5,393,000
Initial conversion price per share (in dollars per share) \| $ / shares			$ 22.25
Maximum percentage of initial conversion price triggering action		1.37
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) \| shares				44.9438
Icahn Parties
Class of Stock [Line Items]
Aggregate number of shares agreed to purchase (in shares) \| shares	38,000,000
Price per share of shares agreed to purchase (in USD per share) \| $ / shares	$ 3.47
Aggregate purchase price of shares agree to purchase \| $	$ 132.0

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 615	$ 1,248
Liabilities held for sale	0	58
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	588	1,191
Liabilities held for sale	$ 0	$ 58

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

In the normal course of business, the Company provided services to, and purchased 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") was historically 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 was no longer considered a related party due to the disposition of all Xerox stock by these entities and, therefore, the Company does 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)	2024		2023		2022
Revenue from related parties	$	—	$	6	$	11
Purchases from related parties	$	—	$	18	$	26

The Company had no receivable or payable balances with related party entities as of December 31, 2024 and 2023.

- 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 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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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-Publisher FASB
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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 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Debt - Long-term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Oct. 15, 2021
Debt Instrument [Line Items]
Letter of credit sub-facility	$ 646	$ 1,300
Present value of lease liabilities	26	22
Other	12	15
Debt issuance costs and unamortized discounts	(7)	(18)
Less: current maturities	(24)	(34)
Total Long-term Debt	615	1,248
2025	24
2026	90
2027	5
2028	6
2029	521
Thereafter	0
Total	$ 646
Term loan A due 2026
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	9.37%
Letter of credit sub-facility	$ 88	238	$ 265
Term loan B due 2028
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	0.00%
Letter of credit sub-facility	$ 0	505	$ 515
Senior notes due 2029
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	6.20%
Letter of credit sub-facility	$ 520	520
Revolving credit facility maturing 2026
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	0.00%
Letter of credit sub-facility	$ 0	0
Finance lease obligations
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	8.70%
Present value of lease liabilities	$ 26	$ 22
Other
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	3.98%

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 16
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 9
Remaining Weighted-Average Expense Period (Years)	1 year 7 months 6 days
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 7
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
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+ Details

Supplementary Financial Information - Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Supplemental Financial Information [Abstract]
Accrued liabilities to vendors	$ 156	$ 188
Litigation related accruals	8	6
Current operating lease liabilities	52	54
Restructuring liabilities	15	10
Income tax payable	3	1
Other taxes payable	16	19
Accrued interest	5	6
Other	35	44
Other current liabilities	$ 290	$ 328

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Income (loss) before income taxes was as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Domestic income (loss)	$	461	$	(349)	$	(149)
Foreign income	43		17		22
Income (Loss) Before Income Taxes	$	504	$	(332)	$	(127)

Schedule of Components of Income Tax Expense (Benefit)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Federal Income Taxes
Current	$	45	$	6	$	30
Deferred	(5)		(41)		14
Foreign Income Taxes
Current	23		12		9
Deferred	(7)		(2)		(2)
State Income Taxes
Current	15		—		8
Deferred	7		(11)		(4)
Total Provision (Benefit)	$	78	$	(36)	$	55

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,
	2024		2023		2022
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	1.8	%	(1.2)	%	(3.5)	%

Change in valuation allowance for deferred tax assets	1.7	%	0.8	%	(8.0)	%
State taxes, net of federal benefit	3.6	%	3.1	%	(2.4)	%
Tax-exempt income, credits and incentives	(0.8)	%	0.8	%	3.0	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	0.1	%	(0.4)	%	(1.9)	%
Divestitures	(1.7)	%	—	%	(17.9)	%
Internal reorganization	(13.4)	%	—	%	—	%
Impairments(2)	0.9	%	(12.2)	%	(39.8)	%
Unrecognized tax benefits	1.7	%	0.4	%	6.6	%
Audit and other tax adjustments	0.9	%	(1.4)	%	(1.2)	%
Excess tax benefits	—	%	—	%	0.6	%
Other(3)	(0.3)	%	(0.2)	%	(0.4)	%
Effective Income Tax Rate	15.5	%	10.7	%	(43.9)	%

_______________

(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 2024, 2023 and 2022.

(3) In 2024, 2023 and 2022, the "Other" line includes immaterial reconciling items. As such, the Company believes it is appropriate for these items to remain in "Other".

Summary of Income Tax Contingencies

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


(in millions)	2024		2023		2022
Balance at January 1	$	10	$	12	$	23
Additions related to current year	17		—		—
Additions related to prior years positions	2		—		1
Reductions related to prior years positions	(9)		(1)		(2)
Settlements with taxing authorities	(1)		(1)		(5)
Lapse of Statute of limitations	—		—		(5)

Balance at December 31	$	19	$	10	$	12

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)	2024		2023
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	86	$	100
Operating reserves, accruals and deferrals	41		36
Deferred compensation	2		2
Interest expense capitalization	11		18
Settlement reserves	5		4
Operating lease liabilities	43		48
Tax credits	10		6
Capitalized research and experimentation costs	24		21
Compensation related accruals	18		16
Other	1		2
Subtotal	241		253
Valuation allowance	(95)		(100)
Total	$	146	$	153

Deferred Tax Liabilities

Intangibles and goodwill	$	32	$	29
Depreciation	48		72
Operating lease right-of-use assets	38		43
Other	29		18
Total	$	147	$	162

Total Deferred Tax Assets (Liabilities), Net	$	(1)	$	(9)

Summary of Operating Loss Carryforwards

The following table presents the Company's worldwide net operating loss carryforwards ("NOLs") as of December 31, 2024 and 2023:


	December 31, 2024				December 31, 2023
(in millions)	Gross		Tax Effected		Gross		Tax Effected
U.S Federal NOLs limited by Section 382 of the Tax Code	$	2	$	—	$	3	$	1
U.S. State NOLs	255		13		367		18
Foreign NOLs	303		71		308		79
Total	$	560	$	84	$	678	$	98

Leases - Lease Info (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating Leases, Weighted average discount rates	8.40%	8.10%
Finance Leases, Weighted average discount rates	8.70%	9.00%
Operating Leases, Weighted average remaining lease term	4 years	4 years
Finance Leases, Weighted average remaining lease term	4 years	2 years
Equipment Leases
Lessee, Lease, Description [Line Items]
Average lease term of operating lease which has not commenced	3 years
Average lease term of finance lease which has not commenced	5 years
Real Estate Leases
Lessee, Lease, Description [Line Items]
Average lease term of operating lease which has not commenced	7 years
Operating Lease, Lease Not yet Commenced \| Equipment Leases
Lessee, Lease, Description [Line Items]
Leases which have not commenced	$ 3
Operating Lease, Lease Not yet Commenced \| Real Estate Leases
Lessee, Lease, Description [Line Items]
Leases which have not commenced	8
Financing Lease, Lease Not yet Commenced \| Equipment Leases
Lessee, Lease, Description [Line Items]
Leases which have not commenced	$ 25

Divestitures and Assets/Liabilities Held for Sale - Narrative (Details) - USD ($) $ in Millions				1 Months Ended	12 Months Ended
	Sep. 01, 2024	Apr. 30, 2024	Feb. 08, 2022	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Casualty Claims
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration for divestiture	$ 224
Gain on transfer and sale					$ 194
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]				Gain (Loss) on Disposition of Business
Cost to sell					8
Income tax expense					33
Curbside Management and Public Safety Solutions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on transfer and sale					$ 103
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]					Gain (Loss) on Disposition of Business
Cost to sell					$ 5
Income tax expense					28
Definitive agreement to sell value					$ 230
Curbside Management and Public Safety Solutions \| Divestitures
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestitures and sale of assets, net of cash		$ 181
Note receivable		$ 50
BenefitWallet
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on transfer and sale				$ 425
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]				Gain (Loss) on Disposition of Business
Cost to sell				$ 11
Income tax expense				$ 102
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
Gain on transfer and sale			$ 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 tax expense			$ 62

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue from related parties	$ 3,356	$ 3,722	$ 3,858
Purchases from related parties	2,730	2,888	3,018
Related Party
Related Party Transaction [Line Items]
Revenue from related parties	0	6	11
Purchases from related parties	$ 0	$ 18	$ 26

- 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 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Paragraph 32
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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Reference 6: 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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 30
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: 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

Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 190	$ 184
Additional contract assets recognized	139	236
Billed and transferred to Accounts receivable and other	(194)	(227)
Impairments	0	(3)
Ending balance	135	190
Contract With Customer, Liability [Roll Forward]
Beginning balance	146	123
Additional deferral of income	276	361
Revenue recognized related to unearned income	267	330
Other	0	(8)
Ending balance	155	146
Prior year deferral
Contract With Customer, Liability [Roll Forward]
Revenue recognized related to unearned income	92	62
Other Noncurrent Assets
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Beginning balance	12
Ending balance	3	12
Long-Term Unearned Income
Contract With Customer, Liability [Roll Forward]
Beginning balance	55
Ending balance	$ 52	$ 55

Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting [Abstract]
Segment profit (loss)	$ 218	$ 313	$ 399
Reconciling items:
Divestitures profit	35	103	70
Unallocated costs	(287)	(304)	(293)
Amortization of acquired intangible assets	(5)	(7)	(13)
Restructuring and related costs	(46)	(62)	(39)
Interest expense	(75)	(111)	(84)
Loss on extinguishment of debt	(8)	0	0
Goodwill impairment	(28)	(287)	(358)
Gain (loss) on divestitures and transaction costs, net	696	(10)	158
Litigation (settlements) recoveries, net	(9)	30	32
Other (income) expenses, net	13	3	1
Income (Loss) Before Income Taxes	$ 504	$ (332)	$ (127)

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2024
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. The Company leverages cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, as well as 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 was not material to the year ending December 31, 2023. The Company has evaluated subsequent events through February 19, 2025. The common stock of Conduent trades on the Nasdaq Global Select Market ("Nasdaq") 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 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. New Accounting Standards Income Taxes: In December 2023, the Financial Accounting Standards Board ("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. Disaggregation of Income Statement Expenses: In November 2024, the FASB issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is not early adopting this guidance. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Recently Adopted Accounting Standards Segment Reporting: In November 2023, the 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. As the guidance is disclosure related, adoption did not have any impact on the Company's Consolidated Financial Statements. The required additional disclosure is included in Note 3 – Segment Reporting. 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. Accounts Receivable, Net and Receivable Sales Credit risk has not historically been significant to the Company's business due to the nature of its customers, which are state and federal governments, public sector, and large commercial corporations. The Company believes that the credit risk associated with its receivables is limited due to the creditworthiness of its customers. There were no allowances for credit losses at December 31, 2024 or 2023. 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. In 2024, 2023 and 2022, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Accounts receivable sales for the years ended December 31, 2024 and 2023 were $624 million and $616 million, respectively. 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 – Divestitures and Assets/Liabilities Held for Sale 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 5 – 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 estimated 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 paid for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company expenses product software costs to Research and development prior to technological feasibility. Upon reaching technological feasibility, certain costs related to the development of software solutions to be sold to its customers are capitalized. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts paid 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 5 – Land, Buildings, Equipment and Software, Net and Note 9 – Supplementary Financial Information 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 6 – 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 15 – 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 as of October 1st, or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is performed at the reporting unit level 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 applies a discounted cash flow analysis based on forecasted future business results of the reporting units. The Market Approach utilizes the guideline public company method. These valuation approaches require significant judgment and consider several factors that include, but are not limited to, expected future cash flows, growth rates and discount rates and comparable multiples from publicly traded companies in our industry. In addition, the Company is required to make certain assumptions and estimates regarding the current economic environment, industry factors and the future profitability of its businesses. When performing its discounted cash flow analysis for each reporting unit, the Company incorporates the use of projected financial information and discount rates that are developed using market participant-based assumptions. The cash-flow projections are based on three-year financial forecasts developed by management that include revenue and expense projections, restructuring activities, capital spending trends and investment in working capital to support anticipated revenue growth or other changes in the business. The selected discount rates consider the risk and nature of the respective reporting units' cash flows, appropriate capital structure and rates of return that market participants would require to invest their capital in our reporting units. The Company believes these assumptions are appropriate and reflect its forecasted long-term business model and considers its historical results as well as the current economic environment and markets that the Company serves. The most significant assumptions used in the goodwill analysis relate to discount rates and long-term organic growth rates. For the 2024 annual impairment test, specifically with regards to the Transportation reporting unit, while the Market Approach was considered, the fair value assessment relied solely on the Income Approach due to near-term financial metrics not being at normalized levels. 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 7 – 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 7 – 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, 2024. Refer to Note 14 – 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. This program was completed in September 2024. The Company had the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans. This share repurchase program did not obligate the Company to acquire a specific number of shares and the program could have been 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 recognized a liability for share repurchases which had not settled and for which cash had 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, 2024, 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 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. Stock-based Compensation Stock-based compensation expense for stock-based awards which include restricted stock units (RSUs) and performance stock units (“PSUs") is based on the grant date fair value of those awards. Stock-based compensation expense is recognized for RSUs as shares vest over the requisite service period. Vesting of PSUs is contingent on meeting performance targets. If the minimum performance targets are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Refer to Note 17 – Shareholders’ Equity for further information. 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. 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. These costs are recorded as Deferred contract costs, net within Other long-term assets. The judgments made in determining the costs to be capitalized include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. Capitalized costs are amortized within 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. Sales commissions are expensed as incurred if the amortization period 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 Company also 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. These costs primarily consist of set-up and transition activities and are included in Deferred contract costs, net within Other long-term assets. Contract fulfillment costs are amortized within Depreciation and amortization on a systematic basis over the expected period of benefit as the Company satisfies its performance obligations by transferring services to the customer. Deferred contract costs are periodically reviewed for impairment. Refer to Note 2 – Revenue for further discussion.

Divestitures and Assets/Liabilities Held for Sale - Schedule of Disposal Group Revenue and Pre-tax Profit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 3,356	$ 3,722	$ 3,858
Casualty Claims
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	100	146	157
Income (loss) before income taxes	6	6	7
Curbside Management and Public Safety Solutions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	50	137	146
Income (loss) before income taxes	6	6	17
BenefitWallet
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	30	118	65
Income (loss) before income taxes	20	87	40
Midas
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	0	0	7
Income (loss) before income taxes	$ 0	$ 0	$ 0

- Definition

+ References

+ Details

Financial Instruments

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023, the Company had outstanding forward exchange with gross notional values of $203 million and $148 million, respectively. At December 31, 2024, approximately 77% of these contracts mature within three months, 9% in three to six months, 11% in six to twelve months and 3% in greater than 12 months.

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


	December 31, 2024				December 31, 2023
(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	$	67	$	(1)	$	64	$	—
Indian Rupee/U.S. Dollar	55		(1)		54		—
Euro/U.S. Dollar	57		—		18		—

All Other	24		—		12		—
Total Foreign Exchange Hedging	$	203	$	(2)	$	148	$	—

____________

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

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Cash Flows from Operating Activities:

Net Income (Loss)

$ 426

$ (296)

$ (182)

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

Depreciation and amortization

204

264

230

Contract inducement amortization

Goodwill impairment

287

358

Deferred income taxes

(5)

(54)

Amortization of debt financing costs

Loss on extinguishment of debt

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

(724)

(165)

Stock-based compensation

Changes in operating assets and liabilities:

Accounts receivable

Other current and long-term assets

(60)

(111)

(123)

Accounts payable and accrued compensation and benefits costs

(14)

(52)

(10)

Other current and long-term liabilities

(11)

(2)

(44)

Net change in income tax assets and liabilities

(11)

Net cash provided by (used in) operating activities

(50)

144

Cash Flows from Investing Activities:

Cost of additions to land, buildings and equipment

(28)

(51)

(92)

Cost of additions to internal use software

(28)

(42)

(61)

Proceeds from divestitures

851

326

Net cash provided by (used in) investing activities

795

(93)

173

Cash Flows from Financing Activities:

Proceeds from revolving credit facility

Payments on revolving credit facility

(80)

(100)

Proceeds from the issuance of debt, net

Payments on debt

(676)

(41)

(33)

Treasury stock purchases

(182)

(27)

Taxes paid for settlement of stock-based compensation

(9)

(7)

(1)

Dividends paid on preferred stock

(10)

Contribution from noncontrolling interest

Net cash provided by (used in) financing activities

(877)

(81)

(131)

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

(10)

(8)

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

(142)

(79)

178

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

519

^[1]

598

^[1]

420

Cash, Cash Equivalents and Restricted Cash at End of Period

^[1]

$ 377

$ 519

$ 598

[1]	Includes $11 million, $21 million and $16 million of restricted cash as of the years ended December 31, 2024, 2023 and 2022, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets.

Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Oct. 15, 2021
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 646	$ 1,300
Capacity utilized		$ 11
Variable rate on debt		2.25%
Maximum net leverage ratio		3.50
Interest paid on debt		$ 72	106	$ 84
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%
Revolving credit facility maturing 2026
Line of Credit Facility [Line Items]
Letter of credit available amount		$ 550
Term Loan A due 2026 and Term Loan B due 2028
Line of Credit Facility [Line Items]
Write-off of debt issuance costs		8
Term loan A due 2026
Line of Credit Facility [Line Items]
Letter of credit sub-facility		$ 88	238		$ 265
Repayment of debt	$ 137
Term loan A due 2026 \| Minimum
Line of Credit Facility [Line Items]
Variable rate on debt		1.75%
Term loan A due 2026 \| 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		$ 0	505		515
Letter of Credit
Line of Credit Facility [Line Items]
Letter of credit sub-facility					$ 300
Revolving credit facility maturing 2026
Line of Credit Facility [Line Items]
Letter of credit sub-facility		0	$ 0
Net amount available to be drawn upon		$ 539
Revolving credit facility maturing 2026 \| Minimum
Line of Credit Facility [Line Items]
Variable rate on debt		0.75%
Revolving credit facility maturing 2026 \| Maximum
Line of Credit Facility [Line Items]
Variable rate on debt		1.75%

Commitment and Ligation	12 Months Ended
Commitment and Ligation	Dec. 31, 2024
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, 2024. 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, 2024, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs Skyview Capital LLC and Continuum Global Solutions LLC (collectively "Skyview") filed a lawsuit in the Supreme Court of the State of New York, County of New York against Conduent Business Services, LLC, a wholly-owned subsidiary of the Company ("CBS"). The lawsuit relates to the sale of a portion of CBS's 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 in principal amount of promissory 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 covenant; and fraud. Plaintiffs alleged 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 sought a judgment that they have no obligation to pay the Notes. On August 20, 2020, CBS filed counterclaims against Skyview seeking the outstanding balance on the Notes, the amounts owed for operating certain Jamaica-based call centers on plaintiffs' behalf pending closing (the "Jamaica Deferred Closing"), other obligations under a transition services agreement and TSA amendments (the "TSAs"), 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 have 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. The parties' appeals have been fully briefed and the parties await oral argument to be scheduled by the Court. In July 2024, Skyview informed CBS of its intention to sell a portion of its call center business. The parties reached an agreement on August 8, 2024, under which, contemporaneously with the closing of such a transaction, Skyview would pay the outstanding principal plus interest due on the outstanding Notes, fully discharging Skyview's obligations under the Notes, and would pay certain of CBS's litigation costs. On September 24, 2024, Skyview and the buyer announced a signed and binding asset purchase agreement. Following regulatory review, the transaction closed in December 2024, at which point Skyview paid CBS $33 million, representing the outstanding principal and interest due on the Notes and reimbursement of certain litigation costs. Skyview has withdrawn its arguments in the litigation regarding its purported right to set-off amounts due under the Notes, though Skyview's claims for alleged fraud, breach of covenant, and breach of representation and warranty otherwise are unaffected. In addition, CBS dismissed its two counterclaims related to the Notes. CBS's remaining counterclaims related to the Jamaica Deferred Closing, the TSAs, and rent payment obligations are unaffected. CBS continues to deny all of 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 estimates of the possible outcome or loss, if any, in excess of currently recorded reserves. Other Matters 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, 2024, the Company had $595 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $168 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.

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 366	$ 498
Accounts receivable, net	493	559
Assets held for sale	0	180
Contract assets	132	178
Other current assets	261	240
Total current assets	1,252	1,655
Land, buildings and equipment, net	167	197
Operating lease right-of-use assets	169	191
Intangible assets, net	14	32
Goodwill	609	651
Other long-term assets	388	436
Total Assets	2,599	3,162
Liabilities and Equity
Current portion of long-term debt	24	34
Accounts payable	157	174
Accrued compensation and benefits costs	170	183
Unearned income	103	91
Liabilities held for sale	0	58
Other current liabilities	290	328
Total current liabilities	744	868
Long-term debt	615	1,248
Deferred taxes	24	30
Operating lease liabilities	138	157
Other long-term liabilities	93	84
Total Liabilities	1,614	2,387
Contingencies (See Note 15)
Series A convertible preferred stock	142	142
Common stock	2	2
Treasury stock, at cost	(210)	(27)
Additional paid-in capital	3,952	3,938
Retained earnings (deficit)	(2,433)	(2,849)
Accumulated other comprehensive loss	(472)	(435)
Total Conduent Inc. Equity	839	629
Non-controlling Interest	4	4
Total Equity	843	633
Total Liabilities and Equity	$ 2,599	$ 3,162
Shares of common stock issued and outstanding (in shares)	161,829	211,509
Shares of Series A convertible preferred stock and outstanding (in shares)	120	120
Shares of common stock held in treasury (in shares)	60,868	8,841

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2024

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, 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
Foreign currency translation	—		(14)		—		(14)

Impairment	—		—		(28)		(28)


Balance at December 31, 2024	$	—	$	609	$	—	$	609

Gross goodwill	$	2,198	$	1,363	$	608	$	4,169
Accumulated impairment	(2,198)		(754)		(608)		(3,560)
Balance at December 31, 2024	$	—	$	609	$	—	$	609

2024 Impairment Testing and Impairment Charge

The Company performed its annual goodwill impairment test as of October 1, 2024 for the Government and Transportation reporting units. This testing did not identify any goodwill impairment for the Government reporting unit and, accordingly, no impairment charge was recorded. However, the testing identified a $28 million goodwill impairment for the Transportation reporting unit, which was primarily due to a reduction in projected cash flows from new customer contract signings and increased delivery costs. This represents a full impairment of goodwill for the Transportation reporting unit.

2023 Impairment Charge

In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") to transfer its BenefitWallet Portfolio, which was reported within the Company’s Commercial segment. Since the Purchase Agreement did not represent a disposition of a business, no goodwill was allocated to the BenefitWallet 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.

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 $14 million at December 31, 2024, substantially all of which is recorded in the Company's Commercial segment. Intangible assets were comprised exclusively of Customer relationships as follows:


		December 31, 2024						December 31, 2023
(in millions, except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount


Total Intangible Assets	14 years	$	36	$	22	$	14	$	85	$	53	$	32

In 2024, intangible assets with a net book value of $13 million were divested in connection with the sale of the Casualty Claims Solutions business. Amortization expense related to intangible assets was $5 million, $7 million and $13 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization expense is expected to approximate $3 million in 2025, $2 million in 2026, $2 million in 2027, $1 million in 2028 and $1 million in 2029.

Revenue - Expected Amortization (Details) $ in Millions	Dec. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
2025	$ 36
2026	26
2027	17
2028	10
2029	9
Thereafter	$ 20

Divestitures and Assets/Liabilities Held for Sale - Schedule of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other current assets	$ 261	$ 240
Land, buildings and equipment, net	167	197
Operating lease right-of-use assets	169	191
Goodwill	609	651	$ 955
Other long-term assets	388	436
Assets held for sale	0	180
Current portion of long-term debt	24	34
Accounts payable	157	174
Accrued compensation and benefits costs	170	183
Unearned income	103	91
Other current liabilities	290	328
Long-term debt	615	1,248
Operating lease liabilities	138	157
Other long-term liabilities	$ 93	84
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
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

Supplementary Financial Information (Tables)

12 Months Ended

Dec. 31, 2024

Supplemental Financial Information [Abstract]

Supplemental Financial Information Table

The components of Other assets and Other liabilities were as follows:


	December 31,
(in millions)	2024		2023
Other Current Assets
Prepaid expenses	$	77	$	70
Income taxes receivable	11		38
Value-added tax receivable	7		8
Restricted cash	11		21

Net receivables from buyers of divested businesses	52		—
Other	103		103
Total Other Current Assets	$	261	$	240
Other Current Liabilities
Accrued liabilities to vendors	$	156	$	188
Litigation related accruals	8		6
Current operating lease liabilities	52		54
Restructuring liabilities	15		10
Income tax payable	3		1
Other taxes payable	16		19
Accrued interest	5		6
Other	35		44
Total Other Current Liabilities	$	290	$	328
Other Long-term Assets
Internal use software, net	$	107	$	143
Deferred contract costs, net(1)	126		91
Product software, net	72		92
Deferred tax assets	23		21
Other	60		89
Total Other Long-term Assets	$	388	$	436
Other Long-term Liabilities

Income tax liabilities	$	18	$	6
Unearned income	52		55

Other	23		23
Total Other Long-term Liabilities	$	93	$	84

__________

(1)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2024 and 2023 are expected to be amortized over a weighted average remaining life of approximately 3 and 4 years, respectively. See Note 2 – Revenue for more information.

Shareholders' Equity - Total Stock-based Compensation Expense (Details) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) tranche shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 19	$ 19	$ 21
Income tax benefit recognized in earnings	$ 4	$ 4	$ 4
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches for vesting \| tranche	3
Award vesting period	2 years 9 months
Deferred Compensation, Share-based Payments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
DSUs issued (in shares) \| shares	408
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years 9 months
Upward or downward percentage adjustment to the number of shares eligible to vest	0.50
Performance Stock Units / Shares \| Officers and Select Executives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	3 years
Maximum percentage of original grant	50.00%	100.00%

Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)
Surety Bond
Loss Contingencies [Line Items]
Outstanding debt	$ 595	$ 595
Other contingencies letter of credits
Loss Contingencies [Line Items]
Outstanding debt	168	168
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC \| Pending Litigation
Loss Contingencies [Line Items]
Litigation damages received		$ 23
Litigation damages paid	$ 33

- 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

Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Internal use software	$ 28	$ 42	$ 61
Product software	14	21	39
Internal use software, at cost	528	612
Accumulated amortization	(421)	(469)
Internal use software, net	107	143
Product software, at cost	226	219
Accumulated amortization	(154)	(127)
Product software, net	$ 72	92
Internal use and product software minimum useful life	1 year
Internal use and product software maximum useful life	5 years
Internal use and product software amortization expense	$ 79	114	$ 71
Write-off of capitalized software costs		$ 25

Debt (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024(1)		2024		2023
Term loan A due 2026	9.37	%	$	88	$	238
Term loan B due 2028	—	%	—		505
Senior notes due 2029	6.20	%	520		520
Revolving credit facility maturing 2026	—	%	—		—



Finance lease obligations	8.70	%	26		22
Other	3.98	%	12		15

Principal Debt Balance			$	646	$	1,300
Debt issuance costs and unamortized discounts			(7)		(18)
Less: current maturities			(24)		(34)
Total Long-term Debt			$	615	$	1,248

____________

(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:


2025		2026		2027		2028		2029		Thereafter		Total
$	24	$	90	$	5	$	6	$	521	$	—	$	646

Schedule Of Interest Expense And Interest Income

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Interest expense	$	75	$	111	$	84
Interest income(1)	23		18		7

____________

(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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2024	Jan. 31, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
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	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			$ 522,734,017
Entity Common Stock, Shares Outstanding (in shares)		161,830,138
Documents Incorporated by Reference [Text Block]	Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2025 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	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before income taxes was as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Domestic income (loss)	$	461	$	(349)	$	(149)
Foreign income	43		17		22
Income (Loss) Before Income Taxes	$	504	$	(332)	$	(127)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Federal Income Taxes
Current	$	45	$	6	$	30
Deferred	(5)		(41)		14
Foreign Income Taxes
Current	23		12		9
Deferred	(7)		(2)		(2)
State Income Taxes
Current	15		—		8
Deferred	7		(11)		(4)
Total Provision (Benefit)	$	78	$	(36)	$	55

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,
	2024		2023		2022
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	1.8	%	(1.2)	%	(3.5)	%

Change in valuation allowance for deferred tax assets	1.7	%	0.8	%	(8.0)	%
State taxes, net of federal benefit	3.6	%	3.1	%	(2.4)	%
Tax-exempt income, credits and incentives	(0.8)	%	0.8	%	3.0	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	0.1	%	(0.4)	%	(1.9)	%
Divestitures	(1.7)	%	—	%	(17.9)	%
Internal reorganization	(13.4)	%	—	%	—	%
Impairments(2)	0.9	%	(12.2)	%	(39.8)	%
Unrecognized tax benefits	1.7	%	0.4	%	6.6	%
Audit and other tax adjustments	0.9	%	(1.4)	%	(1.2)	%
Excess tax benefits	—	%	—	%	0.6	%
Other(3)	(0.3)	%	(0.2)	%	(0.4)	%
Effective Income Tax Rate	15.5	%	10.7	%	(43.9)	%

_______________

(2) Impairment represents adjustments for the non-deductible component of goodwill in 2024, 2023 and 2022.

(3) In 2024, 2023 and 2022, the "Other" line includes immaterial reconciling items. As such, the Company believes it is appropriate for these items to remain in "Other".

On a consolidated basis, the Company paid $44 million, $18 million and $53 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2024, 2023 and 2022, 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. The Company's 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.

In the fourth quarter of 2024, the Company implemented an internal reorganization in which it sold a portion of its top tier foreign holding company to a lower tier subsidiary. This transaction and a subsequent tax election to treat the holding company as a partnership resulted in recognition of a built-in capital loss for tax purposes that offset capital gains from divestitures, resulting in net tax savings of $59 million. The determination of the tax characteristic of this transaction requires management to make judgments about the application of tax laws and regulations. The United States Internal Revenue Service could determine a different tax treatment that would have an adverse impact on the Company.

As of December 31, 2024, the Company had $19 million of unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate. Of this amount, $17 million is related to the valuation of the Company's foreign operations used in the calculation of the loss on the internal reorganization mentioned above.

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


(in millions)	2024		2023		2022
Balance at January 1	$	10	$	12	$	23
Additions related to current year	17		—		—
Additions related to prior years positions	2		—		1
Reductions related to prior years positions	(9)		(1)		(2)
Settlements with taxing authorities	(1)		(1)		(5)
Lapse of Statute of limitations	—		—		(5)

Balance at December 31	$	19	$	10	$	12

The Company maintains offsetting benefits from other jurisdictions of $2 million, $1 million and $1 million, at December 31, 2024, 2023 and 2022, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $1 million, $2 million and $3 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2024, 2023 and 2022, 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 2021. With limited exceptions, as of December 31, 2024, we are no longer subject to state, local or foreign examinations by tax authorities for years before 2020.

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 $118 million as of December 31, 2024. For years after 2017, current tax law allows 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 not provided for these 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)	2024		2023
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	86	$	100
Operating reserves, accruals and deferrals	41		36
Deferred compensation	2		2
Interest expense capitalization	11		18
Settlement reserves	5		4
Operating lease liabilities	43		48
Tax credits	10		6
Capitalized research and experimentation costs	24		21
Compensation related accruals	18		16
Other	1		2
Subtotal	241		253
Valuation allowance	(95)		(100)
Total	$	146	$	153

Deferred Tax Liabilities

Intangibles and goodwill	$	32	$	29
Depreciation	48		72
Operating lease right-of-use assets	38		43
Other	29		18
Total	$	147	$	162

Total Deferred Tax Assets (Liabilities), Net	$	(1)	$	(9)

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, 2024 and 2023 was a decrease of $5 million and a decrease of $2 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, 2024, the Company had tax credit carryforwards of $10 million available to offset future income taxes, which will expire between 2027 and 2043, if not utilized.

The following table presents the Company's worldwide net operating loss carryforwards ("NOLs") as of December 31, 2024 and 2023:


	December 31, 2024				December 31, 2023
(in millions)	Gross		Tax Effected		Gross		Tax Effected
U.S Federal NOLs limited by Section 382 of the Tax Code	$	2	$	—	$	3	$	1
U.S. State NOLs	255		13		367		18
Foreign NOLs	303		71		308		79
Total	$	560	$	84	$	678	$	98

The Company has $560 million of gross net operating loss carryforwards for income tax purposes including $439 million that will expire between 2025 and 2044, if not utilized, and $121 million available to offset future taxable income indefinitely. The Company had $7 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 tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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+ Details

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

12 Months Ended

Dec. 31, 2024

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)	2024		2023
Land		$	1	$	1
Building and building equipment	25 to 50	6		6
Leasehold improvements	Varies	214		221
IT, other equipment and office furniture	3 to 15	831		844
Other	4 to 20	2		2
Construction in progress		12		27
Subtotal		1,066		1,101
Accumulated depreciation		(899)		(904)
Land, Buildings and Equipment, Net		$	167	$	197

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:	2024		2023		2022
Internal use software	$	28	$	42	$	61
Product software	14		21		39

Capitalized Costs, Internal Use and Product Software


	December 31,
(in millions)	2024		2023
Internal use software, at cost	$	528	$	612
Accumulated amortization	(421)		(469)
Internal use software, net	$	107	$	143

Product software, at cost	$	226	$	219
Accumulated amortization	(154)		(127)
Product software, net	$	72	$	92

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| segment	3
Segment Reporting Information [Line Items]
Segment revenue	$ 3,176	$ 3,320	$ 3,481
Wages and benefits	1,757	1,790	1,821
Services and supplies	773	750	837
Rent lease and maintenance expense	257	248	255
Other operating expense	13	27	19
Depreciation and amortization expense	158	192	150
Segment expenses	2,958	3,007	3,082
Segment profit (loss)	218	313	399
Commercial:
Segment Reporting Information [Line Items]
Segment revenue	1,606	1,668	1,769
Wages and benefits	1,081	1,132	1,174
Services and supplies	212	224	275
Rent lease and maintenance expense	145	140	148
Other operating expense	1	8	8
Depreciation and amortization expense	90	128	93
Segment expenses	1,529	1,632	1,698
Segment profit (loss)	77	36	71
Government:
Segment Reporting Information [Line Items]
Segment revenue	984	1,094	1,150
Wages and benefits	420	411	419
Services and supplies	282	284	328
Rent lease and maintenance expense	66	65	67
Other operating expense	6	9	5
Depreciation and amortization expense	44	41	37
Segment expenses	818	810	856
Segment profit (loss)	166	284	294
Transportation:
Segment Reporting Information [Line Items]
Segment revenue	586	558	562
Wages and benefits	256	247	228
Services and supplies	279	242	234
Rent lease and maintenance expense	46	43	40
Other operating expense	6	10	6
Depreciation and amortization expense	24	23	20
Segment expenses	611	565	528
Segment profit (loss)	$ (25)	$ (7)	$ 34

Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

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


	Year Ended December 31,
	2024				2023				2022
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	(37)	$	(37)	$	31	$	31	$	(41)	$	(41)

Translation adjustments gains (losses)	$	(37)	$	(37)	$	31	$	31	$	(41)	$	(41)
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	$	(1)	$	(1)	$	5	5


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

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

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, 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)
Other comprehensive income (loss) before reclassifications	(37)		(1)		1		(37)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(37)		(1)		1		(37)
Balance at December 31, 2024	$	(478)	$	1	$	5	$	(472)

__________

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

Earnings per Share

12 Months Ended

Dec. 31, 2024

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)	2024		2023		2022
Basic Net Earnings (Loss) per Share:
Net Income (Loss)	$	426	$	(296)	$	(182)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Basic	$	416	$	(306)	$	(192)

Diluted Net Earnings (Loss) per Share:
Net Income (Loss)	$	426	$	(296)	$	(182)
Dividend - Preferred Stock	—		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$	426	$	(306)	$	(192)

Weighted Average Common Shares Outstanding - Basic	182,513		216,779		215,886
Common Shares Issuable with Respect to:
Restricted Stock and Performance Units / Shares	3,224		0		0
8% Convertible Preferred Stock	5,393		0		0
Weighted Average Common Shares Outstanding - Diluted	191,130		216,779		215,886

Net Earnings (Loss) per Share:
Basic	$	2.28	$	(1.41)	$	(0.89)
Diluted	$	2.23	$	(1.41)	$	(0.89)

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	7,731		8,652		5,469

Convertible preferred stock	—		5,393		5,393
Total Anti-Dilutive and Contingently Issuable Securities	7,731		14,045		10,862

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 14	$ 11	$ 13
Cash Received	0	0	0
Tax Benefit	1	2	3
Performance Stock Units / Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	0	0	7
Cash Received	0	0	0
Tax Benefit	$ 0	$ 0	$ 1

- 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

Income Taxes - Schedule of Net Operating Loss Carryforwards (NOL) (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Gross	$ 560	$ 678
Tax Effected	84	98
U.S Federal NOLs limited by Section 382 of the Tax Code
Operating Loss Carryforwards [Line Items]
Gross	2	3
Tax Effected	0	1
U.S. State NOLs
Operating Loss Carryforwards [Line Items]
Gross	255	367
Tax Effected	13	18
Foreign NOLs
Operating Loss Carryforwards [Line Items]
Gross	303	308
Tax Effected	$ 71	$ 79

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2024
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. The Company leverages cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, as well as 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 was not material to the year ending December 31, 2023. The Company has evaluated subsequent events through February 19, 2025. The common stock of Conduent trades on the Nasdaq Global Select Market ("Nasdaq") 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 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.
New Accounting Standards and Recently Adopted Accounting Standards	New Accounting Standards Income Taxes: In December 2023, the Financial Accounting Standards Board ("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. Disaggregation of Income Statement Expenses: In November 2024, the FASB issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is not early adopting this guidance. As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements. Recently Adopted Accounting Standards Segment Reporting: In November 2023, the 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. As the guidance is disclosure related, adoption did not have any impact on the Company's 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.
Accounts Receivable, Net and Receivable Sales	Accounts Receivable, Net and Receivable Sales Credit risk has not historically been significant to the Company's business due to the nature of its customers, which are state and federal governments, public sector, and large commercial corporations. The Company believes that the credit risk associated with its receivables is limited due to the creditworthiness of its customers. There were no allowances for credit losses at December 31, 2024 or 2023. 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. In 2024, 2023 and 2022, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Accounts receivable sales for the years ended December 31, 2024 and 2023 were $624 million and $616 million, respectively.
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.
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.
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 estimated 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 paid for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company expenses product software costs to Research and development prior to technological feasibility. Upon reaching technological feasibility, certain costs related to the development of software solutions to be sold to its customers are capitalized. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts paid 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.
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.
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.
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 as of October 1st, or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is performed at the reporting unit level 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 applies a discounted cash flow analysis based on forecasted future business results of the reporting units. The Market Approach utilizes the guideline public company method. These valuation approaches require significant judgment and consider several factors that include, but are not limited to, expected future cash flows, growth rates and discount rates and comparable multiples from publicly traded companies in our industry. In addition, the Company is required to make certain assumptions and estimates regarding the current economic environment, industry factors and the future profitability of its businesses. When performing its discounted cash flow analysis for each reporting unit, the Company incorporates the use of projected financial information and discount rates that are developed using market participant-based assumptions. The cash-flow projections are based on three-year financial forecasts developed by management that include revenue and expense projections, restructuring activities, capital spending trends and investment in working capital to support anticipated revenue growth or other changes in the business. The selected discount rates consider the risk and nature of the respective reporting units' cash flows, appropriate capital structure and rates of return that market participants would require to invest their capital in our reporting units. The Company believes these assumptions are appropriate and reflect its forecasted long-term business model and considers its historical results as well as the current economic environment and markets that the Company serves. The most significant assumptions used in the goodwill analysis relate to discount rates and long-term organic growth rates. For the 2024 annual impairment test, specifically with regards to the Transportation reporting unit, while the Market Approach was considered, the fair value assessment relied solely on the Income Approach due to near-term financial metrics not being at normalized levels. 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 7 – 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.
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, 2024.
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. This program was completed in September 2024. The Company had the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans. This share repurchase program did not obligate the Company to acquire a specific number of shares and the program could have been 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 recognized a liability for share repurchases which had not settled and for which cash had 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, 2024, 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	Foreign Currency Translation 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.
Stock-based Compensation	Stock-based Compensation Stock-based compensation expense for stock-based awards which include restricted stock units (RSUs) and performance stock units (“PSUs") is based on the grant date fair value of those awards. Stock-based compensation expense is recognized for RSUs as shares vest over the requisite service period. Vesting of PSUs is contingent on meeting performance targets. If the minimum performance targets are not met, no compensation cost is recognized and any recognized compensation cost is reversed.
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. 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. These costs are recorded as Deferred contract costs, net within Other long-term assets. The judgments made in determining the costs to be capitalized include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. Capitalized costs are amortized within 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. Sales commissions are expensed as incurred if the amortization period 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 Company also 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. These costs primarily consist of set-up and transition activities and are included in Deferred contract costs, net within Other long-term assets. Contract fulfillment costs are amortized within Depreciation and amortization on a systematic basis over the expected period of benefit as the Company satisfies its performance obligations by transferring services to the customer. Deferred contract costs are periodically reviewed for impairment.

Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Expenses related to defined contribution plans	$ 5	$ 11	$ 10

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, 2021

$ 1,132

$ 2

$ 0

$ 3,910

$ (2,351)

$ (429)

$ 0

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

Dividends - preferred stock

(10)

Stock incentive plans, net

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

(27)

3,938

(2,849)

(435)

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

Dividends - preferred stock

(10)

Stock incentive plans, net

Treasury stock purchases

(183)

Comprehensive Income (Loss):

Net Loss

426

Other comprehensive income (loss), net

(37)

^[2]

(37)

Comprehensive Income (Loss), Net

389

426

(37)

Ending Balance at Dec. 31, 2024

$ 843

$ 2

$ (210)

$ 3,952

$ (2,433)

$ (472)

$ 4

[1]	AOCL - Accumulated other comprehensive loss.
[2]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 18 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

Fair Value of Financial Assets and Liabilities - Recurring (Details) - Fair Value, Measurements, Recurring - Significant Other Observable Inputs (Level 2) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Assets:
Foreign exchange contracts - forward	$ 0	$ 1
Total Assets	0	1
Liabilities:
Foreign exchange contracts - forward	(2)	0
Total Liabilities	$ (2)	$ 0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
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

Restructuring Programs and Related Costs

12 Months Ended

Dec. 31, 2024

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 $5 million, $9 million and $10 million for the years ended December 31, 2024, 2023 and 2022, 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, 2024 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs(2)		Asset Impairments		Total
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
Provision	22		19		6		47
Changes in estimates	(1)		—		—		(1)
Total Net Current Period Charges(1)	21		19		6		46
Charges against reserve and currency	(17)		(18)		(6)		(41)
Balance at December 31, 2024	$	13	$	2	$	—	$	15

__________

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

(2)During the year ended December 31, 2024, the Company incurred $4 million of costs for bringing certain technology functions in-house. The Company also incurred costs related to professional support services associated with the implementation of certain cost reduction and

strategic transformation programs of $4 million during the year ended December 31, 2024. These costs are included in the above table in Termination and other costs.

No restructuring and related costs are allocated to the segments.

Supplementary Financial Information

12 Months Ended

Dec. 31, 2024

Supplemental Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and Other liabilities were as follows:


	December 31,
(in millions)	2024		2023
Other Current Assets
Prepaid expenses	$	77	$	70
Income taxes receivable	11		38
Value-added tax receivable	7		8
Restricted cash	11		21

Net receivables from buyers of divested businesses	52		—
Other	103		103
Total Other Current Assets	$	261	$	240
Other Current Liabilities
Accrued liabilities to vendors	$	156	$	188
Litigation related accruals	8		6
Current operating lease liabilities	52		54
Restructuring liabilities	15		10
Income tax payable	3		1
Other taxes payable	16		19
Accrued interest	5		6
Other	35		44
Total Other Current Liabilities	$	290	$	328
Other Long-term Assets
Internal use software, net	$	107	$	143
Deferred contract costs, net(1)	126		91
Product software, net	72		92
Deferred tax assets	23		21
Other	60		89
Total Other Long-term Assets	$	388	$	436
Other Long-term Liabilities

Income tax liabilities	$	18	$	6
Unearned income	52		55

Other	23		23
Total Other Long-term Liabilities	$	93	$	84

__________

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance	$ 651	$ 955
Foreign currency translation	(14)	18
Impairment	(28)	(287)	$ (358)
Ending balance	609	651	955
Gross goodwill	4,169
Accumulated impairment	(3,560)
Goodwill	609	651	955
Midas
Goodwill [Roll Forward]
Beginning balance	35
Ending balance		35
Goodwill		35
Commercial
Goodwill [Roll Forward]
Beginning balance	0	287
Foreign currency translation	0	0
Impairment	0	(287)	(358)
Ending balance	0	0	287
Gross goodwill	2,198
Accumulated impairment	(2,198)
Goodwill	0	0	287
Commercial \| Midas
Goodwill [Roll Forward]
Beginning balance	0
Ending balance		0
Goodwill		0
Government:
Goodwill [Roll Forward]
Beginning balance	623	611
Foreign currency translation	(14)	12
Impairment	0	0
Ending balance	609	623	611
Gross goodwill	1,363
Accumulated impairment	(754)
Goodwill	609	623	611
Government: \| Midas
Goodwill [Roll Forward]
Beginning balance	0
Ending balance		0
Goodwill		0
Transportation:
Goodwill [Roll Forward]
Beginning balance	28	57
Foreign currency translation	0	6
Impairment	(28)	0
Ending balance	0	28	57
Gross goodwill	608
Accumulated impairment	(608)
Goodwill	0	28	$ 57
Transportation: \| Midas
Goodwill [Roll Forward]
Beginning balance	$ 35
Ending balance		35
Goodwill		$ 35

Leases - Balance Sheet Classification (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease right-of-use assets	$ 169	$ 191
Current operating lease liabilities	$ 52	$ 54
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Operating lease liabilities	$ 138	$ 157
Present value of lease liabilities	190	211
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	37	21
Finance Lease, Liability, Current	$ 8	$ 12
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	$ 18	$ 10
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt	Long-term debt
Present value of lease liabilities	$ 26	$ 22

Leases - Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Operating Lease Payments
2025	$ 65
2026	59
2027	46
2028	24
2029	13
Thereafter	19
Total undiscounted lease payments	226
Less imputed interest	36
Present value of lease liabilities	190	$ 211
Finance Lease Payments
2025	10
2026	7
2027	6
2028	6
2029	1
Thereafter	0
Total undiscounted lease payments	30
Less imputed interest	4
Present value of lease liabilities	$ 26	$ 22

Earnings per Share - Anti-Dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total Anti-Dilutive and Contingently Issuable Securities (in shares)	7,731	14,045	10,862
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)	7,731	8,652	5,469
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total Anti-Dilutive and Contingently Issuable Securities (in shares)	0	5,393	5,393

Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2024

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, 2024		December 31, 2023
Assets:
Foreign exchange contracts - forward	$	—	$	1
Total Assets	$	—	$	1
Liabilities:
Foreign exchange contracts - forward	$	(2)	$	—
Total Liabilities	$	(2)	$	—

Summary of Other Financial Assets and Liabilities

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


	December 31, 2024				December 31, 2023
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	615	$	588	$	1,248	$	1,191
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

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Land, Buildings, Equipment and Software, Net

12 Months Ended

Dec. 31, 2024

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)	2024		2023
Land		$	1	$	1
Building and building equipment	25 to 50	6		6
Leasehold improvements	Varies	214		221
IT, other equipment and office furniture	3 to 15	831		844
Other	4 to 20	2		2
Construction in progress		12		27
Subtotal		1,066		1,101
Accumulated depreciation		(899)		(904)
Land, Buildings and Equipment, Net		$	167	$	197

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $80 million, $102 million and $111 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:	2024		2023		2022
Internal use software	$	28	$	42	$	61
Product software	14		21		39


	December 31,
(in millions)	2024		2023
Internal use software, at cost	$	528	$	612
Accumulated amortization	(421)		(469)
Internal use software, net	$	107	$	143

Product software, at cost	$	226	$	219
Accumulated amortization	(154)		(127)
Product software, net	$	72	$	92

The useful lives of the Company's Internal use software and enhancements range from one to five years. Product software is amortized over the shorter of: (i) four years; (ii) the expected economic life of the product; or (iii) the term of the associated customer contract. Amortization expense for Internal use and Product software for the years ended December 31, 2024, 2023 and 2022 was $79 million, $114 million and $71 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.

Debt - Interest Income/Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Interest expense	$ 75	$ 111	$ 84
Interest Income	$ 23	$ 18	$ 7

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2024

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)	2024		2023		2022
Basic Net Earnings (Loss) per Share:
Net Income (Loss)	$	426	$	(296)	$	(182)
Dividend - Preferred Stock	(10)		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Basic	$	416	$	(306)	$	(192)

Diluted Net Earnings (Loss) per Share:
Net Income (Loss)	$	426	$	(296)	$	(182)
Dividend - Preferred Stock	—		(10)		(10)


Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$	426	$	(306)	$	(192)

Weighted Average Common Shares Outstanding - Basic	182,513		216,779		215,886
Common Shares Issuable with Respect to:
Restricted Stock and Performance Units / Shares	3,224		0		0
8% Convertible Preferred Stock	5,393		0		0
Weighted Average Common Shares Outstanding - Diluted	191,130		216,779		215,886

Net Earnings (Loss) per Share:
Basic	$	2.28	$	(1.41)	$	(0.89)
Diluted	$	2.23	$	(1.41)	$	(0.89)

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	7,731		8,652		5,469

Convertible preferred stock	—		5,393		5,393
Total Anti-Dilutive and Contingently Issuable Securities	7,731		14,045		10,862

Supplementary Financial Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Supplemental Financial Information [Abstract]
Income tax liabilities	$ 18	$ 6
Unearned income	52	55
Other	23	23
Other long-term liabilities	$ 93	$ 84

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 3,356	$ 3,722	$ 3,858
Point in time
Disaggregation of Revenue [Line Items]
Revenue	106	107	115
Over time
Disaggregation of Revenue [Line Items]
Revenue	3,250	3,615	3,743
Commercial:
Disaggregation of Revenue [Line Items]
Revenue	1,606	1,668	1,769
Commercial: \| Customer experience management
Disaggregation of Revenue [Line Items]
Revenue	552	619	636
Commercial: \| Business operations solutions
Disaggregation of Revenue [Line Items]
Revenue	536	516	553
Commercial: \| Healthcare claims and administration solutions
Disaggregation of Revenue [Line Items]
Revenue	216	211	210
Commercial: \| Human capital solutions
Disaggregation of Revenue [Line Items]
Revenue	302	322	370
Government:
Disaggregation of Revenue [Line Items]
Revenue	984	1,094	1,150
Government: \| Government healthcare solutions
Disaggregation of Revenue [Line Items]
Revenue	551	605	589
Government: \| Government services solutions
Disaggregation of Revenue [Line Items]
Revenue	433	489	561
Transportation:
Disaggregation of Revenue [Line Items]
Revenue	586	558	562
Transportation: \| Road usage charging & management solutions
Disaggregation of Revenue [Line Items]
Revenue	244	317	328
Transportation: \| Transit solutions
Disaggregation of Revenue [Line Items]
Revenue	341	233	226
Transportation: \| Commercial vehicles
Disaggregation of Revenue [Line Items]
Revenue	1	8	8
Other: \| Divestitures
Disaggregation of Revenue [Line Items]
Revenue	$ 180	$ 402	$ 377

Divestitures and Assets/Liabilities Held for Sale

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Divestitures and Assets/Liabilities Held for Sale

Divestiture of Casualty Claims Solutions Business

On May 3, 2024, the Company entered into a definitive agreement to sell the Company’s Casualty Claims Solutions business (collectively referred to as the "Casualty Disposal Group") to MedRisk. On September 1, 2024, the sale was completed and MedRisk paid Conduent $224 million of cash consideration, subject to certain post-closing adjustments. These adjustments were finalized in the first quarter of 2025 and were not material.

In 2024, the Company recorded a gain on the sale of $194 million less costs to sell of $8 million, which is recorded in Gain (loss) on divestitures and transaction costs. Additionally, the Company recorded $33 million of income tax expense related to the divestiture.

The Casualty Disposal Group generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	100	$	146	$	157
Income (loss) before income taxes	6		6		7

Divestiture of Curbside Management and Public Safety Solutions Businesses

In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses to Modaxo, a division of Constellation Software Inc., for $230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments. The assets and liabilities of these businesses (collectively referred to as the "Curbside Disposal Group") were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell.

On April 30, 2024, Conduent completed the sale of this business. The Company received $181 million of cash consideration and a $50 million non-interest bearing note payable to the Company due on April 30, 2025. Additionally, the Company received reimbursement for payments made by the Company related to finance lease liabilities and related costs and the reimbursement for the purchase of certain equipment made by the Company on the buyer's behalf. In 2024, the Company recorded a gain on the sale of $103 million less costs to sell of $5 million, which is recorded in Gain (loss) on divestitures and transaction costs. The Company recorded $28 million of income tax expense in connection with the divestiture.

The Curbside Disposal Group generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	50	$	137	$	146
Income (loss) before income taxes	6		6		17

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 "BenefitWallet Portfolio") to HealthEquity, Inc. for an aggregate purchase price of $425 million, subject to customary purchase price adjustments. As of December 31, 2023, there were no asset or liability balances related to the BenefitWallet Portfolio that would require disclosure as assets and liabilities held for sale on the Company's Consolidated Balance Sheet.

The transfer of the BenefitWallet Portfolio closed in multiple tranches from March to May 2024 and the Company received aggregate cash consideration of $425 million as the tranches closed. The Company recorded a gain on the transfer of $425 million less costs to sell of $11 million, which is recorded in Gain (loss) on divestitures and transaction costs, net. The Company recorded $102 million of income tax expense in connection with the transfer of the BenefitWallet Portfolio.

The BenefitWallet Portfolio generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	30	$	118	$	65
Income (loss) before income taxes	20		87		40

Divestiture of Midas Business

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. The Company recorded approximately $62 million of income taxes in connection with the divestiture.

The Midas business generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	—	$	—	$	7
Income (loss) before income taxes	—		—		—

Assets/Liabilities Held for Sale

As of December 31, 2023, the sale of the Curbside Management and Public Safety Solutions businesses had not yet closed. Accordingly, the assets and liabilities of this portfolio, collectively referred to as the Curbside Disposal Group, were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. As described above, the sale closed in the second quarter of 2024 and the assets and liabilities held for sale have been removed from the Company's Consolidated Balance Sheets.

The following is a summary of the major categories of assets and liabilities that were classified as held for sale as of December 31, 2023:


(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

Land, Buildings, Equipment and Software, Net - Schedule of Property (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant, Equipment and Software [Line Items]
Subtotal	$ 1,066	$ 1,101
Accumulated depreciation	(899)	(904)
Land, buildings and equipment, net	167	197
Depreciation	80	102	$ 111
Land
Property, Plant, Equipment and Software [Line Items]
Subtotal	1	1
Building and building equipment
Property, Plant, Equipment and Software [Line Items]
Subtotal	6	6
Leasehold improvements
Property, Plant, Equipment and Software [Line Items]
Subtotal	214	221
IT, other equipment and office furniture
Property, Plant, Equipment and Software [Line Items]
Subtotal	831	844
Other
Property, Plant, Equipment and Software [Line Items]
Subtotal	2	2
Construction in progress
Property, Plant, Equipment and Software [Line Items]
Subtotal	$ 12	$ 27
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

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

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

Balance at beginning of period

$ (435)

$ (466)

$ (429)

Other comprehensive income (loss) before reclassifications

(37)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

^[1]

(37)

Balance at end of period

(472)

(435)

(466)

Currency Translation Adjustments

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

Balance at beginning of period

(441)

(472)

(431)

Other comprehensive income (loss) before reclassifications

(37)

(41)

Amounts reclassified from accumulated other comprehensive loss

Other Comprehensive Income (Loss), Net

(37)

(41)

Balance at end of period

(478)

(441)

(472)

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

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

$ 5

$ 4

$ 5

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 18 – 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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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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+ Details

- Definition

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

+ References + Details

Common Stock and Preferred Stock	12 Months Ended
Common Stock and Preferred Stock	Dec. 31, 2024
Equity [Abstract]
Common Stock and Preferred Stock	Preferred Stock Icahn Share Repurchase On June 8, 2024, the Company entered into a purchase agreement (the "Icahn Purchase Agreement") with Carl C. Icahn and certain of his affiliates pursuant to which the Company agreed to purchase an aggregate of approximately 38 million shares of the Company’s common stock, at a price of $3.47 per share, the closing price on June 7, 2024, the last full trading day prior to the execution of the Icahn Purchase Agreement, for an aggregate purchase price of $132 million. The purchase was completed and settled on June 10, 2024, and was funded through a combination of cash on hand and a drawdown under the Company’s Revolving Credit Facility, which has since been repaid. 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.

Supplementary Financial Information - Deferred Contract Costs (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Supplemental Financial Information [Abstract]
Weighted average remaining life	3 years	4 years

Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Aggregate cumulative undistributed earnings of foreign subsidiaries	$ 118
Deferred Tax Assets
Net operating losses and capital loss carryforward	86	$ 100
Operating reserves, accruals and deferrals	41	36
Deferred compensation	2	2
Interest expense capitalization	11	18
Settlement reserves	5	4
Operating lease liabilities	43	48
Tax credits	10	6
Capitalized research and experimentation costs	24	21
Compensation related accruals	18	16
Other	1	2
Subtotal	241	253
Valuation allowance	(95)	(100)
Total	146	153
Deferred Tax Liabilities
Intangibles and goodwill	32	29
Depreciation	48	72
Operating lease right-of-use assets	38	43
Other	29	18
Total	147	162
Total Deferred Tax Assets (Liabilities), Net	(1)	(9)
Change in valuation allowance	(5)	(2)
Tax credit carryforwards	10
Gross net operating loss carryforwards	560	$ 678
Gross net operating loss carryforwards that will expire between 2024 and 2043	439
Foreign capital losses available to offset future capital gains income	7
Carryforward Indefinitely
Deferred Tax Liabilities
Gross net operating loss carryforwards available to offset future taxable income	$ 121

Leases - Lease Cost (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Amortization of right of use assets	$ 12	$ 12	$ 10
Interest on lease liabilities	3	2	1
Total Finance Lease Costs	15	14	11
Base rent	67	75	79
Short-term lease costs	1	2	4
Variable lease cost	21	23	24
Sublease income	(1)	0	(1)
Total Operating Lease Costs	$ 88	$ 100	$ 106
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	21 years

Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2024, the Company had one class of preferred stock outstanding. Refer to Note 16 – Common Stock and 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, 2024, 21.6 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)	2024		2023		2022
Stock-based compensation expense, pre-tax	$	19	$	19	$	21
Income tax benefit recognized in earnings	4		4		4

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 2.75 years period. Each tranche vests annually, at December 31, following the date of grant.

In 2024, the Company issued 408,000 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 that are averaged 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% and 100% of the original grant for the awards granted in 2024 and 2023, respectively. 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 2.75 years 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 2.75 years period from the date of grant. The number of shares eligible to vest may be adjusted upward or downward by 50% based on total shareholder return, which measures the Company’s stock performance relative to the stock performance of the Company’s proxy peers over the 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. The PSUs granted in 2022 were canceled at December 31, 2024 as the performance measures were not met.

Summary of Stock-based Compensation Activity


	2024			2023			2022
(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	5,031	$	4.02	3,165	$	5.39	3,792	$	4.57
Granted	3,912	3.36		5,418	3.51		3,431	5.15
Vested	(3,498)	3.87		(3,103)	4.49		(3,238)	4.38
Canceled	(1,058)	3.53		(449)	4.26		(820)	4.56
Outstanding at December 31	4,387	3.67		5,031	4.02		3,165	5.39

Performance Stock Units / Shares
Outstanding at January 1	5,013	$	3.97	3,097	$	5.16	3,609	$	4.71
Granted	3,848	3.29		3,052	3.27		2,186	4.80
Vested	—	—		(49)	1.39		(1,688)	2.02
Canceled	(2,914)	4.47		(1,087)	5.52		(1,010)	8.02
Outstanding at December 31	5,947	3.28		5,013	3.97		3,097	5.16

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2024 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	9	1.6
Performance Stock Units / Shares	7		1.8
Total	$	16

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


Awards	December 31, 2024
Restricted Stock Units / Shares	$	18
Performance Stock Units / Shares	24

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


(in millions)	December 31, 2024						December 31, 2023						December 31, 2022
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	$	14	$	—	$	1	$	11	$	—	$	2	$	13	$	—	$	3
Performance Stock Units / Shares	—		—		—		—		—		—		7		—		1

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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
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-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

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

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

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

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

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

+ Details

Restructuring Programs and Related Costs (Tables)

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of the Company's restructuring program activity during the two years ended December 31, 2024 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs(2)		Asset Impairments		Total
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
Provision	22		19		6		47
Changes in estimates	(1)		—		—		(1)
Total Net Current Period Charges(1)	21		19		6		46
Charges against reserve and currency	(17)		(18)		(6)		(41)
Balance at December 31, 2024	$	13	$	2	$	—	$	15

__________

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

strategic transformation programs of $4 million during the year ended December 31, 2024. These costs are included in the above table in Termination and other costs.

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2024

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, 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
Foreign currency translation	—		(14)		—		(14)

Impairment	—		—		(28)		(28)


Balance at December 31, 2024	$	—	$	609	$	—	$	609

Gross goodwill	$	2,198	$	1,363	$	608	$	4,169
Accumulated impairment	(2,198)		(754)		(608)		(3,560)
Balance at December 31, 2024	$	—	$	609	$	—	$	609

Schedule of Finite-Lived Intangible Assets by Major Class

Intangible assets were comprised exclusively of Customer relationships as follows:


		December 31, 2024						December 31, 2023
(in millions, except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount


Total Intangible Assets	14 years	$	36	$	22	$	14	$	85	$	53	$	32

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-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
-Paragraph 1
-Subparagraph (e)
-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
-Section 50
-Paragraph 1
-Subparagraph (f)
-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
-Section 50
-Paragraph 1
-Subparagraph (g)
-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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Florham Park, New Jersey
Auditor Firm ID	238

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Amount of performance obligation	$ 1,400
Percentage of performance obligation	72.00%
Amortization of costs incurred to obtain and fulfill contracts	$ 40	$ 40	$ 34
Inducement Payments
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Net book value of capitalized costs	$ 8	$ 10
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Period of satisfaction of performance obligation	2 years

Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Nondeductible expenses	1.80%	(1.20%)	(3.50%)
Change in valuation allowance for deferred tax assets	1.70%	0.80%	(8.00%)
State taxes, net of federal benefit	3.60%	3.10%	(2.40%)
Tax-exempt income, credits and incentives	(0.80%)	0.80%	3.00%
Foreign rate differential adjusted for U.S. taxation of foreign profits	0.10%	(0.40%)	(1.90%)
Divestitures	(1.70%)	0.00%	(17.90%)
Internal reorganization	(13.40%)	0.00%	0.00%
Impairments	0.90%	(12.20%)	(39.80%)
Unrecognized tax benefits	1.70%	0.40%	6.60%
Audit and other tax adjustments	0.90%	(1.40%)	(1.20%)
Excess tax benefits	0.00%	0.00%	0.60%
Other	(0.30%)	(0.20%)	(0.40%)
Effective Income Tax Rate	15.50%	10.70%	(43.90%)
Income taxes paid	$ 44	$ 18	$ 53

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Equity [Abstract]

Currency translation adjustments, net, Pre-tax

$ (37)

$ 31

$ (41)

Currency translation adjustments, net, Net of Tax

^[1]

(37)

(41)

Translation adjustments gain (losses), Pre-tax

(37)

(41)

Translation adjustments gain (losses), Net of Tax

(37)

(41)

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)

Other Comprehensive (Loss) Income, Net of Tax

^[1]

$ (37)

$ 31

$ (37)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 18 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

Schedule (Details) - USD ($) $ in Millions	12 Months Ended
Schedule (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Tax Valuation Allowance, Balance at beginning of period	$ 100	$ 102	$ 82
Tax Valuation Allowance, Additions charged to expense	14	9	34
Tax Valuation Allowance, Amounts (credited) charged to other income statement accounts	0	0	0
Tax Valuation Allowance, Deductions and other, net of recoveries	(19)	(11)	(14)
Tax Valuation Allowance, Balance at end of period	$ 95	$ 100	$ 102

Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 28	$ 287	$ 358
Weighted Average Amortization	14 years
Gross Carrying Amount	$ 36	85
Accumulated Amortization	22	53
Net Amount	14	32
Amortization expense related to intangible assets	5	7	13
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	3
2025	2
2026	2
2027	1
2028	1
Divestitures \| Casualty Claims
Finite-Lived Intangible Assets [Line Items]
Net Amount	13
Transportation:
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	28	0
Commercial
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 0	$ 287	$ 358

Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Other Comprehensive Income (Loss)

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


	Year Ended December 31,
	2024				2023				2022
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	(37)	$	(37)	$	31	$	31	$	(41)	$	(41)

Translation adjustments gains (losses)	$	(37)	$	(37)	$	31	$	31	$	(41)	$	(41)
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	$	(1)	$	(1)	$	5	5


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

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

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, 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)
Other comprehensive income (loss) before reclassifications	(37)		(1)		1		(37)
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	(37)		(1)		1		(37)
Balance at December 31, 2024	$	(478)	$	1	$	5	$	(472)

__________

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

Leases

12 Months Ended

Dec. 31, 2024

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)	2024		2023		2022
Finance Lease Costs:
Amortization of right of use assets	$	12	$	12	$	10
Interest on lease liabilities	3		2		1
Total Finance Lease Costs	$	15	$	14	$	11
Operating lease costs:
Base rent	$	67	$	75	$	79
Short-term lease costs	1		2		4
Variable lease costs(1)	21		23		24
Sublease income	(1)		—		(1)
Total Operating Lease Costs	$	88	$	100	$	106

__________

(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)	2024		2023		2022
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	75	$	83	$	93
Operating cash flows from finance leases	2		3		1
Total Cash Flow from Operating Activities	$	77	$	86	$	94

Financing cash flow from finance leases	$	17	$	16	$	10

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	41	$	70	$	43
Finance leases	$	19	$	21	$	14

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2024		2023
Operating lease assets:
Operating lease right-of-use assets	$	169	$	191
Operating lease liabilities:
Other current liabilities	52		54
Operating lease liabilities	138		157
Total Operating Lease Liabilities	$	190	$	211

Finance lease assets:
Land, buildings and equipment, net	$	37	$	21
Finance lease liabilities:
Current portion of long-term debt	8		12
Long-term debt	18		10
Total Finance Lease Liabilities	$	26	$	22

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2024 and 2023 were as follows:


	December 31, 2024				December 31, 2023
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.4	%	8.7	%	8.1	%	9.0	%
Weighted average remaining lease term (in years)	4		4		4		2

Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:


	December 31, 2024
(in millions)	Operating Lease Payments		Finance Lease Payments
2025	$	65	$	10
2026	59		7
2027	46		6
2028	24		6
2029	13		1
Thereafter	19		—
Total undiscounted lease payments	226		30
Less imputed interest	36		4
Present value of lease liabilities	$	190	$	26

As of December 31, 2024, the Company had entered into additional operating lease agreements for equipment for $3 million, real estate for $8 million and finance leases for equipment for $25 million which have not commenced and have not been recognized on the Company's Consolidated Balance Sheet. These leases are expected to commence in 2025 with average lease terms of 3 years, 7 years and 5 years, respectively.

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)	2024		2023		2022
Finance Lease Costs:
Amortization of right of use assets	$	12	$	12	$	10
Interest on lease liabilities	3		2		1
Total Finance Lease Costs	$	15	$	14	$	11
Operating lease costs:
Base rent	$	67	$	75	$	79
Short-term lease costs	1		2		4
Variable lease costs(1)	21		23		24
Sublease income	(1)		—		(1)
Total Operating Lease Costs	$	88	$	100	$	106

__________

(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)	2024		2023		2022
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	75	$	83	$	93
Operating cash flows from finance leases	2		3		1
Total Cash Flow from Operating Activities	$	77	$	86	$	94

Financing cash flow from finance leases	$	17	$	16	$	10

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	41	$	70	$	43
Finance leases	$	19	$	21	$	14

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2024		2023
Operating lease assets:
Operating lease right-of-use assets	$	169	$	191
Operating lease liabilities:
Other current liabilities	52		54
Operating lease liabilities	138		157
Total Operating Lease Liabilities	$	190	$	211

Finance lease assets:
Land, buildings and equipment, net	$	37	$	21
Finance lease liabilities:
Current portion of long-term debt	8		12
Long-term debt	18		10
Total Finance Lease Liabilities	$	26	$	22

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2024 and 2023 were as follows:


	December 31, 2024				December 31, 2023
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.4	%	8.7	%	8.1	%	9.0	%
Weighted average remaining lease term (in years)	4		4		4		2

Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:


	December 31, 2024
(in millions)	Operating Lease Payments		Finance Lease Payments
2025	$	65	$	10
2026	59		7
2027	46		6
2028	24		6
2029	13		1
Thereafter	19		—
Total undiscounted lease payments	226		30
Less imputed interest	36		4
Present value of lease liabilities	$	190	$	26

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic income (loss)	$ 461	$ (349)	$ (149)
Foreign income	43	17	22
Income (Loss) Before Income Taxes	$ 504	$ (332)	$ (127)

- 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/2009/role/commonPracticeRef
-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/exampleRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Subparagraph (f)
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Financial Instruments - Foreign Exchange Risk Management (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Philippine Peso/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 67	$ 64
Indian Rupee/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	55	54
Euro/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	57	18
All Other
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 24	12
Designated as Hedging Instrument
Foreign Exchange Contracts [Line Items]
Percentage of contracts maturing within three months	77.00%
Percentage of contracts maturing in three to six months	9.00%
Percentage of contracts maturing in six to twelve months	11.00%
Percentage of contracts maturing in greater than twelve months	3.00%
Summary of Foreign Exchange Hedging Positions [Abstract]
Gross Notional Value	$ 203	148
Foreign exchange contract
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	(2)	0
Foreign exchange contract \| Philippine Peso/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	(1)	0
Foreign exchange contract \| Indian Rupee/U.S. Dollar
Summary of Foreign Exchange Hedging Positions [Abstract]
Fair Value Asset (Liability)	(1)	0
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

Revenue

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

In 2024, revenue from the BenefitWallet Portfolio and the Casualty Claims Solutions business were reclassified to the Divestitures segment from the Commercial segment. In addition, in 2024, revenue from the Curbside Management and Public Safety businesses was reclassified to the Divestitures segment from the Transportation segment. All prior periods presented have been recast to reflect these changes.

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)	2024		2023		2022
Commercial:
Customer experience management	$	552	$	619	$	636
Business operations solutions	536		516		553
Healthcare claims and administration solutions	216		211		210
Human capital solutions	302		322		370
Total Commercial	1,606		1,668		1,769
Government:
Government healthcare solutions	551		605		589
Government services solutions	433		489		561
Total Government	984		1,094		1,150
Transportation:
Road usage charging & management solutions	244		317		328
Transit solutions	341		233		226


Commercial vehicles	1		8		8
Total Transportation	586		558		562

Divestitures	180		402		377

Total Consolidated Revenue	$	3,356	$	3,722	$	3,858

Timing of Revenue Recognition:
Point in time	$	106	$	107	$	115
Over time	3,250		3,615		3,743
Total Revenue	$	3,356	$	3,722	$	3,858

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 customer contact services and customer communications, including customer care, technical support, loyalty management, and outbound and inbound sales, handling many complex interactions and representing the brands of its clients. 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. Through omni-channel communications, automation and analytics, as well as labor efficiencies, the Company helps its clients reduce costs, enable scale and drive revenue growth and efficiencies. The Company serves marquee clients across multiple

sectors including financial services, health and life sciences, logistics, retail, technology and telecom, travel, and hospitality sectors, helping to resolve complex issues for the customers with empathy and effectiveness.

Business Operations Solutions: The Company helps its clients digitally transform business processes and drive efficiency, automation and scale across essential business functions. The Company streamlines client operations through its deep industry experience, understanding of its clients’ needs 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 industry, the Company delivers administration, clinical support, claims management and patient assistance solutions across the healthcare ecosystem to reduce costs, increase compliance and enhance utilization, while improving outcomes and experiences for members and patients. The Company's solutions span: clinical trials, sales, access, and adherence to pharmaceutical clients; claim processing, care integration, subrogation and payment integrity solutions to managed care companies; and 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, Human Resources ("HR") and Payroll and Learning. On behalf of global organizations and governments, the Company delivers 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 help empower millions of employees and span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, pensions administration, HR, talent, and workforce management.

Government Healthcare Solutions: The Company provides 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 benefit card programs and payment card programs. Benefit card programs are closed loop solutions that support Supplemental Nutrition Assistance Program ("SNAP"), Temporary Assistance for Needy Families ("TANF") and Women, Infants and Children ("WIC"). Payment card programs are open loop solutions that support 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 payments, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards.

Road Usage Charging and Management Services: The Company's electronic tolling, urban congestion management and mileage-based user solutions help its clients accurately assess and collect payments millions of times every day to generate 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, account-based ticketing and intelligent mobility to provide clients with the added efficiency of a single point of management for all transit solutions.

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 significant movements in contract assets (current and long-term):


(in millions)	December 31, 2024		December 31, 2023
Beginning balance	$	190	$	184
Additional contract assets recognized	139		236
Billed and transferred to Accounts receivable and other	(194)		(227)
Impairments	—		(3)
Ending balance(1)	$	135	$	190

___

(1) Of which $3 million and $12 million are included in Other long-term assets as of December 31, 2024 and 2023, respectively.

The following table provides information about significant movements in unearned income balances (current and long-term):


(in millions)	December 31, 2024		December 31, 2023
Beginning balance	$	146	$	123
Additional deferral of income	276		361
Revenue recognized related to deferral of income(1)	(267)		(330)
Other	—		(8)
Ending balance(2)	$	155	$	146

___

(1) Of which $92 million and $62 million were recognized during the years ended December 31, 2024 and 2023, respectively, that related to the Company's unearned income as of December 31, 2023 and 2022, respectively.

(2) Of which $52 million and $55 million are included in Long-term unearned income as of December 31, 2024 and 2023, respectively.

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, 2024, was approximately $1.4 billion. The Company expects to recognize approximately 72% of this revenue over the next 2 years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The following table shows the net book value of the capitalized costs to obtain and fulfill a contract:


(in millions)	December 31, 2024		December 31, 2023
Costs to obtain a contract	$	19	$	21
Costs to fulfill a contract	99		60

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2024, 2023 and 2022 were $40 million, $40 million and $34 million, respectively.

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


2025		2026		2027		2028		2029		Thereafter
$	36	$	26	$	17	$	10	$	9	$	20

The net book value of contract inducement costs was $8 million and $10 million as of December 31, 2024 and 2023, respectively.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2024
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Defined Benefit Plans The Company's remaining benefit obligations and plan assets at December 31, 2024 were $13 million and $0 million, respectively. The Company's benefit obligations and plan assets at December 31, 2023 were $13 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 expenses related to its defined contribution plans of $5 million in 2024, $11 million in 2023 and $10 million in 2022.

- 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
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-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Shareholders' Equity - Share-based Compensation, Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units / Shares
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)	5,031	3,165	3,792
Granted (in shares)	3,912	5,418	3,431
Vested (in shares)	(3,498)	(3,103)	(3,238)
Cancelled (in shares)	(1,058)	(449)	(820)
Outstanding at end of period (in shares)	4,387	5,031	3,165
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period (in dollars per share)	$ 4.02	$ 5.39	$ 4.57
Granted (in dollars per share)	3.36	3.51	5.15
Vested (in dollars per share)	3.87	4.49	4.38
Cancelled (in dollars per share)	3.53	4.26	4.56
Outstanding at end of period (in dollars per share)	$ 3.67	$ 4.02	$ 5.39
Performance Stock Units / Shares
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares)	5,013	3,097	3,609
Granted (in shares)	3,848	3,052	2,186
Vested (in shares)	0	(49)	(1,688)
Cancelled (in shares)	(2,914)	(1,087)	(1,010)
Outstanding at end of period (in shares)	5,947	5,013	3,097
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period (in dollars per share)	$ 3.97	$ 5.16	$ 4.71
Granted (in dollars per share)	3.29	3.27	4.80
Vested (in dollars per share)	0	1.39	2.02
Cancelled (in dollars per share)	4.47	5.52	8.02
Outstanding at end of period (in dollars per share)	$ 3.28	$ 3.97	$ 5.16

Segment Reporting - Geographic Revenue and Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 3,356	$ 3,722	$ 3,858
Long-Lived Assets	515	623
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	2,887	3,328	3,473
Long-Lived Assets	386	480
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	291	314	328
Long-Lived Assets	31	34
Other areas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	178	80	$ 57
Long-Lived Assets	$ 98	$ 109

- Definition

+ References

+ Details

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Related Party Transactions

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue from related parties	$	—	$	6	$	11
Purchases from related parties	$	—	$	18	$	26

Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Basic And Diluted Earnings [Line Items]
Net Income (Loss)	$ 426	$ (296)	$ (182)
Dividend - Preferred Stock	(10)	(10)	(10)
Adjusted Net Income (Loss) Available to Common Shareholders - Basic	416	(306)	(192)
Dividend - Preferred Stock	0	(10)	(10)
Adjusted Net Income (Loss) Available to Common Shareholders - Diluted	$ 426	$ (306)	$ (192)
Weighted-average common shares outstanding, basic (in shares)	182,513	216,779	215,886
8% Convertible Preferred Stock (in shares)	5,393	0	0
Weighted-average common shares outstanding, diluted (in shares)	191,130	216,779	215,886
Net Earnings (Loss) per Share - Basic (in dollars per share)	$ 2.28	$ (1.41)	$ (0.89)
Net Earnings (Loss) per Share - Diluted (in dollars per share)	$ 2.23	$ (1.41)	$ (0.89)
Restricted stock and performance shares/units
Schedule of Basic And Diluted Earnings [Line Items]
Common shares issuable (in shares)	3,224	0	0

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 426	$ (296)	$ (182)

- 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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+ Details

Supplementary Financial Information - Other Long-Term Assets (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Supplemental Financial Information [Abstract]
Internal use software, net	$ 107	$ 143
Deferred contract costs, net	126	91
Product software, net	72	92
Deferred tax assets	23	21
Other	60	89
Other long-term assets	$ 388	$ 436

Shareholder's Equity - Stock (Details) shares in Millions	Dec. 31, 2024 $ / 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)	21.6
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

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Dividend - preferred stock (in dollars per share)	$ 80	$ 80	$ 80

Employee Benefit Plans - Defined Benefit Plans (Details) - Non-US - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligations	$ 13	$ 13
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

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Statement of Comprehensive Income [Abstract]

Net Income (Loss)

$ 426

$ (296)

$ (182)

Other Comprehensive Income (Loss), Net

Currency translation adjustments, net

^[1]

(37)

(41)

Unrecognized gains (losses), net

^[1]

(1)

Changes in benefit plans, net

^[1]

(1)

Other Comprehensive Income (Loss), Net

^[1]

(37)

Comprehensive Income (Loss), Net

$ 389

$ (265)

$ (219)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 18 – 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

+ Details

- Definition

Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.

+ References + Details

- Definition

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

+ References

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Lease, Cost

The components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Finance Lease Costs:
Amortization of right of use assets	$	12	$	12	$	10
Interest on lease liabilities	3		2		1
Total Finance Lease Costs	$	15	$	14	$	11
Operating lease costs:
Base rent	$	67	$	75	$	79
Short-term lease costs	1		2		4
Variable lease costs(1)	21		23		24
Sublease income	(1)		—		(1)
Total Operating Lease Costs	$	88	$	100	$	106

__________

(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)	2024		2023		2022
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	75	$	83	$	93
Operating cash flows from finance leases	2		3		1
Total Cash Flow from Operating Activities	$	77	$	86	$	94

Financing cash flow from finance leases	$	17	$	16	$	10

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	41	$	70	$	43
Finance leases	$	19	$	21	$	14

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2024		2023
Operating lease assets:
Operating lease right-of-use assets	$	169	$	191
Operating lease liabilities:
Other current liabilities	52		54
Operating lease liabilities	138		157
Total Operating Lease Liabilities	$	190	$	211

Finance lease assets:
Land, buildings and equipment, net	$	37	$	21
Finance lease liabilities:
Current portion of long-term debt	8		12
Long-term debt	18		10
Total Finance Lease Liabilities	$	26	$	22

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2024 and 2023 were as follows:


	December 31, 2024				December 31, 2023
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	8.4	%	8.7	%	8.1	%	9.0	%
Weighted average remaining lease term (in years)	4		4		4		2

Finance Lease, Liability, Maturity

Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:


	December 31, 2024
(in millions)	Operating Lease Payments		Finance Lease Payments
2025	$	65	$	10
2026	59		7
2027	46		6
2028	24		6
2029	13		1
Thereafter	19		—
Total undiscounted lease payments	226		30
Less imputed interest	36		4
Present value of lease liabilities	$	190	$	26

Divestitures and Assets/Liabilities Held for Sale (Tables)

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets and Liabilities Reclassified as Held for Sale

The Casualty Disposal Group generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	100	$	146	$	157
Income (loss) before income taxes	6		6		7

The Curbside Disposal Group generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	50	$	137	$	146
Income (loss) before income taxes	6		6		17

The BenefitWallet Portfolio generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	30	$	118	$	65
Income (loss) before income taxes	20		87		40

The Midas business generated revenue and income (loss) before income taxes as follows:


	Year Ended December 31,
(in millions)	2024		2023		2022
Revenue	$	—	$	—	$	7
Income (loss) before income taxes	—		—		—

The following is a summary of the major categories of assets and liabilities that were classified as held for sale as of December 31, 2023:


(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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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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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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2024 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	$ 24

- 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

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

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)	2024		2023		2022
Stock-based compensation expense, pre-tax	$	19	$	19	$	21
Income tax benefit recognized in earnings	4		4		4

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

Summary of Stock-based Compensation Activity


	2024			2023			2022
(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	5,031	$	4.02	3,165	$	5.39	3,792	$	4.57
Granted	3,912	3.36		5,418	3.51		3,431	5.15
Vested	(3,498)	3.87		(3,103)	4.49		(3,238)	4.38
Canceled	(1,058)	3.53		(449)	4.26		(820)	4.56
Outstanding at December 31	4,387	3.67		5,031	4.02		3,165	5.39

Performance Stock Units / Shares
Outstanding at January 1	5,013	$	3.97	3,097	$	5.16	3,609	$	4.71
Granted	3,848	3.29		3,052	3.27		2,186	4.80
Vested	—	—		(49)	1.39		(1,688)	2.02
Canceled	(2,914)	4.47		(1,087)	5.52		(1,010)	8.02
Outstanding at December 31	5,947	3.28		5,013	3.97		3,097	5.16

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2024 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	9	1.6
Performance Stock Units / Shares	7		1.8
Total	$	16

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, 2024
Restricted Stock Units / Shares	$	18
Performance Stock Units / Shares	24

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

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


(in millions)	December 31, 2024						December 31, 2023						December 31, 2022
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	$	14	$	—	$	1	$	11	$	—	$	2	$	13	$	—	$	3
Performance Stock Units / Shares	—		—		—		—		—		—		7		—		1

Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Federal Income Taxes
Current	$ 45	$ 6	$ 30
Deferred	(5)	(41)	14
Foreign Income Taxes
Current	23	12	9
Deferred	(7)	(2)	(2)
State Income Taxes
Current	15	0	8
Deferred	7	(11)	(4)
Total Provision (Benefit)	$ 78	$ (36)	$ 55

Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Service Line


	Year Ended December 31,
(in millions)	2024		2023		2022
Commercial:
Customer experience management	$	552	$	619	$	636
Business operations solutions	536		516		553
Healthcare claims and administration solutions	216		211		210
Human capital solutions	302		322		370
Total Commercial	1,606		1,668		1,769
Government:
Government healthcare solutions	551		605		589
Government services solutions	433		489		561
Total Government	984		1,094		1,150
Transportation:
Road usage charging & management solutions	244		317		328
Transit solutions	341		233		226


Commercial vehicles	1		8		8
Total Transportation	586		558		562

Divestitures	180		402		377

Total Consolidated Revenue	$	3,356	$	3,722	$	3,858

Timing of Revenue Recognition:
Point in time	$	106	$	107	$	115
Over time	3,250		3,615		3,743
Total Revenue	$	3,356	$	3,722	$	3,858

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The following table provides information about significant movements in contract assets (current and long-term):


(in millions)	December 31, 2024		December 31, 2023
Beginning balance	$	190	$	184
Additional contract assets recognized	139		236
Billed and transferred to Accounts receivable and other	(194)		(227)
Impairments	—		(3)
Ending balance(1)	$	135	$	190

___

(1) Of which $3 million and $12 million are included in Other long-term assets as of December 31, 2024 and 2023, respectively.

The following table provides information about significant movements in unearned income balances (current and long-term):


(in millions)	December 31, 2024		December 31, 2023
Beginning balance	$	146	$	123
Additional deferral of income	276		361
Revenue recognized related to deferral of income(1)	(267)		(330)
Other	—		(8)
Ending balance(2)	$	155	$	146

___

(2) Of which $52 million and $55 million are included in Long-term unearned income as of December 31, 2024 and 2023, respectively.

Capitalized Contract Cost

The following table shows the net book value of the capitalized costs to obtain and fulfill a contract:


(in millions)	December 31, 2024		December 31, 2023
Costs to obtain a contract	$	19	$	21
Costs to fulfill a contract	99		60

Schedule of Expected amortization expense

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


2025		2026		2027		2028		2029		Thereafter
$	36	$	26	$	17	$	10	$	9	$	20

Supplementary Financial Information - Other Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Supplemental Financial Information [Abstract]
Prepaid expenses	$ 77	$ 70
Income taxes receivable	11	38
Value-added tax receivable	7	8
Restricted cash	11	21	$ 16
Net receivables from buyers of divested businesses	52	0
Other	103	103
Other current assets	$ 261	$ 240

Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net tax savings	$ 59
Unrecognized Tax Benefits	19	$ 19	$ 10	$ 12
Offsetting benefits from other jurisdictions		2	1	1
Accrued payments for interest and penalties associated with unrecognized tax benefits	1	1	2	3
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, Beginning		10	12	23
Additions related to current year		17	0	0
Additions related to prior years positions		2	0	1
Reductions related to prior years positions		(9)	(1)	(2)
Settlements with taxing authorities		(1)	(1)	(5)
Lapse of Statute of limitations		0	0	(5)
Balance, Ending	19	19	$ 10	$ 12
Foreign Tax Jurisdiction
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits	17	17
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, Ending	$ 17	$ 17

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Operating segment revenues and profitability

The following table presents revenues, expenses and segment profit (loss) for the Company's reportable segments:


	Year Ended December 31,
(in millions)	Commercial		Government		Transportation		Total(1)
2024
Segment revenue	$	1,606	$	984	$	586	$	3,176



Expenses
Wages and benefits	$	1,081	$	420	$	256	$	1,757
Services and supplies	212		282		279		773
Rent lease and maintenance expense	145		66		46		257
Other operating expense	1		6		6		13
Depreciation and amortization expense	90		44		24		158
Segment expenses	$	1,529	$	818	$	611	$	2,958




Segment profit (loss)	$	77	$	166	$	(25)	$	218

2023
Segment Revenue	$	1,668	$	1,094	$	558	$	3,320



Expenses
Wages and benefits	$	1,132	$	411	$	247	$	1,790
Services and supplies	224		284		242		750
Rent lease and maintenance expense	140		65		43		248
Other operating expense	8		9		10		27
Depreciation and amortization expense	128		41		23		192
Segment expenses	$	1,632	$	810	$	565	$	3,007




Segment profit (loss)	$	36	$	284	$	(7)	$	313

2022
Segment Revenue	$	1,769	$	1,150	$	562	$	3,481



Expenses
Wages and benefits	$	1,174	$	419	$	228	$	1,821
Services and supplies	275		328		234		837
Rent lease and maintenance expense	148		67		40		255
Other operating expense	8		5		6		19
Depreciation and amortization expense	93		37		20		150
Segment expenses	$	1,698	$	856	$	528	$	3,082




Segment profit (loss)	$	71	$	294	$	34	$	399

__________

(1) Total excludes Divestitures and Unallocated Costs.

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,
	2024		2023		2022
Segment Profit (Loss)	$	218	$	313	$	399

Reconciling items:
Divestitures profit(1)	35		103		70
Unallocated costs(2)	(287)		(304)		(293)
Amortization of acquired intangible assets	(5)		(7)		(13)
Restructuring and related costs	(46)		(62)		(39)
Interest expense	(75)		(111)		(84)
Loss on extinguishment of debt	(8)		—		—
Goodwill impairment	(28)		(287)		(358)
Gain (loss) on divestitures and transaction costs, net	696		(10)		158
Litigation (settlements) recoveries, net	(9)		30		32
Other income (expenses), net	13		3		1
Income (Loss) Before Income Taxes	$	504	$	(332)	$	(127)

__________

(1) Divestitures profit is Income (loss) before income taxes.

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)	2024		2023		2022		2024		2023
United States	$	2,887	$	3,328	$	3,473	$	386	$	480
Europe	291		314		328		31		34
Other areas	178		80		57		98		109
Total Revenues and Long-Lived Assets	$	3,356	$	3,722	$	3,858	$	515	$	623

__________

(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.

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) associate in Thousands, $ in Millions		3 Months Ended	12 Months Ended
	May 16, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2024 USD ($) associate	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of associates on global team \| associate			56
Revenue			$ (3,356)	$ (3,722)	$ (3,858)
Income (loss) before income taxes			(504)	332	$ 127
Accounts receivable			(493)	(559)
Other current liabilities			290	328
Accounts receivable sales			$ 624	$ 616
Authorized share repurchase amount	$ 75
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
Income (loss) before income taxes		7
Accounts receivable		1
Other current liabilities		$ 6