View Filing Data

Ending Balance at Dec. 31, 2015

217

^[1]

217

5,162

(181)

^[1]

5,343

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

Comprehensive loss, net

(1,138)

(155)

^[1]

(983)

Series A Convertible Preferred Stock

(594)

(190)

^[1]

(404)

(142)

^[1]

(142)

Company Capitalization

3,812

^[1]

(3,814)

Ending Balance at Dec. 31, 2016

3,288

3,812

(526)

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

Comprehensive loss, net

$ 213

213

181

^[1]

Dividends, Preferred Stock, Cash

(190)

^[2]

(10)

^[1]

Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures

^[1]

Ending Balance at Dec. 31, 2017

$ 3,529

$ 2

$ 3,850

$ 171

$ (494)

^[1]

$ 0

[1]	AOCL - Accumulated other comprehensive loss.
[2]	Cash dividend on preferred stock of $20.00 per share for each quarter of 2017.

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

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

We are a global enterprise and leading provider of business process services with expertise in transaction-intensive processing, analytics and automation. We serve as a trusted business partner in both the front office and back office, enabling personalized, seamless interactions on a massive scale that improve end user experience. We create value for our commercial and government clients by applying our expertise, technology and innovation to help them drive customer and constituent satisfaction and loyalty, increase process efficiency and respond rapidly to changing market dynamics. Our portfolio includes industry-focused service offerings in attractive growth markets such as healthcare and transportation, as well as multi-industry service offerings such as transaction processing, customer care and payment services.

Basis of Presentation

Our 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. We have prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years to conform to the current year presentation. All intercompany transactions and balances have been eliminated.

We have also considered the impact of subsequent events on these consolidated financial statements.

Separation from Xerox Corporation

On December 31, 2016, Conduent spun-off from Xerox Corporation (Xerox), pursuant to the Separation and Distribution Agreement (Separation). The Separation was completed by way of a pro rata distribution of Conduent shares held by Xerox to Xerox’s shareholders. As a result, we operate as an independent, publicly traded company on the New York Stock Exchange, under the ticker "CNDT".

Prior to December 31, 2016, the Financial Statements of the Company were derived from the financial statements and accounting records of Xerox as if the Conduent operated on a standalone basis. Historically, the Company consisted of the Business Process Outsourcing Operating segment within Xerox’s reportable Services segment and did not operate as a separate, standalone company. Accordingly, Xerox performed certain corporate overhead functions for the Company. Therefore, certain corporate costs, including compensation costs for corporate employees supporting the Company, were allocated from Xerox. It is not practicable to estimate actual costs that would have been incurred had the Company been a separate standalone company during the periods presented. Allocations for management costs and corporate support services provided to the Company totaled $165 million and $170 million for years ended December 31, 2016 and December 31, 2015, respectively. Management of the Company believes the assumptions regarding the allocated expenses reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods prior to the Separation. The Consolidated Financial Statements for the periods prior to the Separation do not necessarily include all the expenses that would have been incurred or held by the Company had it been a separate, standalone company.

Use of Estimates

We prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires us to make estimates and assumptions that affect the amounts reported. Our most significant estimates pertain to the recognition of revenue for contracts based on the percentage of completion method of accounting, intangible and long-lived assets, valuation of goodwill, contingencies and litigation, income taxes and corporate allocations (for years ended December 31, 2016 and 2015). Our 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

Revenue Recognition: In May 2014, the Financial Accounting Standards Board (FASB) updated the accounting guidance related to revenue recognition to clarify the principles for recognizing revenue and replaced all existing revenue recognition guidance in U.S. GAAP with one accounting model. The core principle of the guidance is that an entity should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated guidance also requires additional qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers largely on a disaggregated basis. We have evaluated the adoption impact of the updated accounting guidance on our consolidated financial statements and continue to evaluate the impact on disclosures and internal controls. The new guidance will impact: (1) revenue associated with postage, which will be recognized on a net basis versus the current gross treatment; (2) the timing of revenue recognition associated with fixed fees for certain contracts with more than one performance obligation; and (3) the timing of recognition of certain pricing discounts. We adopted this updated accounting guidance beginning January 1, 2018 using the modified retrospective method under which we will recognize a cumulative-effect adjustment of approximately $20 million at the date of adoption (the expected impact to 2018 revenues is approximately $15 million), which excludes changes to our revenue associated with the reimbursement of postage. In addition, we recognized approximately $150 million of postage revenue in 2017 that will be recognized on a net basis (for all future periods) in Cost of services.

Leases: In February 2016, the FASB updated the accounting guidance related to leases requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases except short term leases (lease term of 12 months or less). The accounting for lessors is largely unchanged. This updated guidance is effective for us beginning January 1, 2019. This guidance must be adopted using a modified retrospective approach through a cumulative-effect adjustment for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. While we are currently evaluating the impact of the updated accounting guidance on our consolidated financial statements; we do expect a material impact to the Company's Consolidated Balance Sheets.

Cash Flows: In November 2016 the FASB issued updated accounting guidance regarding the presentation of restricted cash in the statement of cash flows. Specifically, this update requires that restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. At December 31, 2017 and 2016, we had $9 million and $22 million of restricted cash, respectively, reported in other current assets. This update is effective for us beginning January 1, 2018.

Business Combinations: In January 2017, the FASB issued clarifying accounting guidance related to the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for us beginning January 1, 2018, with early adoption permitted. The amendment in this update will be applied prospectively. There will be no material impact from the adoption of this clarifying accounting guidance on our consolidated financial statements.

Recently Adopted Accounting Standards

Goodwill: In January 2017, the FASB issued updated accounting guidance for simplifying the goodwill impairment test. Under the new guidance, an entity does not have to calculate the implied fair value of goodwill at the impairment testing date of its assets and liabilities as if those assets and liabilities had been acquired in a business combination. Instead the goodwill impairment test will compare the fair value of a reporting unit with its carrying amount and recognize as an impairment charge any 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. We have elected to early adopt this new guidance for our goodwill impairment tests performed after January 1, 2017. Adoption did not have any effect on our financial condition, results of operations or cash flows.

Summary of Accounting Policies

Revenue Recognition

We primarily generate revenue through services. Revenue is recognized when it is realized or realizable and earned. We consider revenue realized or realizable and earned when we have persuasive evidence of an arrangement, delivery has occurred, the transaction price is fixed or determinable and collectibility is reasonably assured. Delivery does not occur until services have been provided to the customer, risk of loss has transferred to the customer, and either customer acceptance has been obtained, customer acceptance provisions have lapsed or the company has objective evidence that the criteria specified in the customer acceptance provisions have been satisfied. The transaction price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

Outsourcing Services: Revenues associated with outsourcing services are generally recognized as services are rendered, which is generally on the basis of the number of accounts or transactions processed. In service arrangements where final acceptance of a system or solution by the customer is required, revenue is deferred until all acceptance criteria have been met. Revenues on cost reimbursable contracts are recognized by applying an estimated factor to costs as incurred, determined by the contract provisions and prior experience. Revenues on unit-price contracts are recognized at the contractual selling prices as work is completed and accepted by the customer. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred.

Revenues on certain fixed price contracts where we provide system development and implementation services are recognized over the contract term based on the percentage of development and implementation services that are provided during the period compared with the total estimated development and implementation services to be provided over the entire contract using the percentage-of-completion accounting methodology. These services require that we perform significant, extensive and complex design, development, modification or implementation of our customers' systems. Performance will often extend over long periods, and our right to receive future payment depends on our future performance in accordance with the agreement.

The percentage-of-completion methodology involves recognizing probable and reasonably estimable revenue using the percentage of services completed, on a current cumulative cost to an estimated total cost basis, using a reasonably consistent profit margin over the period.

Revenues earned in excess of related billings are accrued, whereas billings in excess of revenues earned are deferred until the related services are provided. We recognize revenues 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.

In connection with our services arrangements, we incur and capitalize costs to originate these long-term contracts and to perform the migration, transition and setup activities necessary to enable us to perform under the terms of the arrangement. Certain initial direct costs of an arrangement are capitalized and amortized over the contractual service period of the arrangement to cost of services. From time to time, we also provide inducements to customers in various forms, including contractual credits, which are capitalized and amortized as a reduction of revenue over the term of the contract.

Spending associated with customer-related deferred set-up/transition and inducement costs were as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Set-up/transition and inducement expenditures	$	55	$	63	$	65

The capitalized amount of customer contract costs were as follows:

__________

(1) The balance at December 31, 2017 and 2016 are expected to be amortized over a weighted average period of approximately nine and eight years, respectively.

Amortization expense for the next five years and thereafter is expected to be as follows (in millions):



2018		2019		2020		2021		2022		Thereafter
$	54	$	22	$	13	$	9	$	6	$	22

Long-lived assets used in the fulfillment of the arrangements are capitalized and depreciated over the shorter of their useful life or the term of the contract if an asset is contract specific.

Multiple Element Arrangements: As described above, we enter into the following revenue arrangements that may consist of multiple deliverables including contracts for multiple types of outsourcing services, as well as professional and value-added services. For instance, we may contract for an implementation or development project and also provide services to operate the system which we implement or develop over a period of time; or we may contract to scan, manage and store customer documents.

In substantially all of our multiple element arrangements, we are able to separate the deliverables since we normally will meet both of the following criteria:


•	The delivered item(s) has value to the customer on a stand-alone basis; and


•	If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control.

Consideration in a multiple-element arrangement is allocated at the inception of the arrangement to all deliverables on the basis of the relative selling price. When applying the relative selling price method, the selling price for each deliverable is primarily determined based on vendor-specific objective evidence (VSOE), third-party evidence (TPE), or our best estimate of the selling price. The above noted revenue policies are then applied to each separated deliverable, as applicable.

Revenue Reporting: Revenue from sales of third-party vendor products or services is recorded net of costs when the Company is acting as an agent between the customer and the vendor or supplier, or gross when the Company is a principal to the transaction. Postage is generally recognized on a gross basis. Several factors are considered to determine whether the company is an agent or principal, most notably whether the Company is the primary obligor to the customer, or has inventory risk. Consideration is also given to whether the Company adds meaningful value to the vendor’s product or service, was involved in the selection of the vendor’s product or service, has latitude in establishing the sales price or has credit risk.

Revenue-based Taxes: We report 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).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.

Receivable Sales

We had transferred certain portions of our receivable portfolios in 2016 and 2015 and accounted for those transfers as sales based on meeting the criteria for derecognition. Losses on the sale of receivables depend, in part, on both (a) the cash proceeds and (b) the net non-cash proceeds received or paid. When we have sold receivables, we normally received beneficial interests in the transferred receivables from the purchasers as part of the proceeds. Refer to Note 4 – Accounts Receivable, Net for more details on our receivable sales.

Assets/Liabilities Held for Sale

We classify 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.

In the fourth quarter of 2017, Management approved for disposal through sale of certain assets and businesses. This action was taken as a result of our strategic evaluation of these businesses. As of December 31, 2017, these businesses qualified as assets held for sale. During the year ended December 31, 2017, we reclassified $757 million to assets held for sale and $169 million to liabilities held for sale, as we have an active program to locate buyers for these businesses and we expect these businesses to be sold within one year.

Refer to Note 3 – Assets/Liabilities Held for Sale for further discussion.

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.

Software - Internal Use and Product

Internal Use: We capitalize direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortize these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented (Internal Use Software). Costs incurred for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts expended for Internal Use Software are included in Cash Flows from Investing.

Product: We also capitalize certain costs related to the development of software solutions to be sold to our customers upon reaching technological feasibility (Product Software). These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts expended for Product Software are included in Cash Flows from Operations. We perform periodic reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software are charged to Costs of outsourcing as incurred.

Refer to Note 5 – Land, Buildings, Equipment and Software, Net for further information.

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.

We test goodwill for impairment annually or more frequent if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. We determined the fair value of our reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of our reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for 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 6 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, including installed customer base and distribution network relationships, patents and trademarks. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.

Refer to Note 6 – Goodwill and Intangible Assets, Net for further information.

Impairment of Long-Lived Assets

We review the recoverability of our long-lived assets, including buildings, equipment, internal use software, product software 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 our ability to recover the carrying value of the asset from the expected future pre-tax 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. Our primary measure of fair value is based on forecasted cash flows.

Pension Obligations

We sponsor various forms of defined benefit pension plans in several countries covering employees who meet eligibility requirements.

Several statistical and other factors that attempt to anticipate future events are used in calculating the expense, liability and asset values related to our pension plans. These factors include assumptions we make about the discount rate, expected return on plan assets, the rate of future compensation increases and mortality rates.

The discount rate is used to present value our future anticipated benefit obligations. The discount rate reflects the current rate at which benefit liabilities could be effectively settled considering the timing of expected payments for plan participants. In estimating our discount rate, we consider rates of return on high-quality fixed-income investments adjusted to eliminate the effects of call provisions, as well as the expected timing of pension and other benefit payments.

The expected rate of return on plan assets is the long-term rate of return we expect to earn on plan assets. When estimating the expected rate of return, in addition to assessing recent performance, we consider the historical returns earned on plan assets, the rates of return expected in the future, and our investment strategy and asset mix with respect to the plans’ funds. The expected rate of return on plan assets is reviewed annually and revised, as necessary, to reflect changes in financial markets and our investment strategy.

Each year, the difference between the actual return on plan assets and the expected return on plan assets, as well as increases or decreases in the benefit obligation as a result of changes in the discount rate and other actuarial assumptions, are added to or subtracted from any cumulative actuarial gain or loss from prior years. This amount is the net actuarial gain or loss recognized in Accumulated other comprehensive loss. We amortize net actuarial gains and losses as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss (excluding asset gains or losses that have not been recognized in market-related value) exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets (the "corridor" method). This determination is made on a plan-by-plan basis. If amortization is required for a particular plan, we amortize the applicable net gain or loss in excess of the 10% threshold on a straight-line basis in net periodic pension cost over the remaining service period of the employees participating in that pension plan. In plans where substantially all participants are inactive, the amortization period for the excess is the average remaining life expectancy of the plan participants.

All changes are ultimately recognized as components of net periodic benefit cost, except to the extent they may be offset by subsequent changes. At any point, changes that have been identified and quantified but not recognized as components of net periodic benefit cost, are recognized in Accumulated other comprehensive loss, net of tax.

Refer to Note 11 – Employee Benefit Plans for further information regarding our Pension Benefit Obligations.

Income Taxes

We account 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.

We are subject to ongoing tax examinations and assessments in various jurisdictions. We have unrecognized tax benefits for uncertain tax positions. We follow 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. Our ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease our effective tax rate, as well as impact our operating results.

Refer to Note 12 – Income Taxes for further discussion.

Foreign Currency Translation and Re-measurement

The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss.

The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within other expenses, net together with other foreign currency re-measurements.

Segment Reporting

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Segment Reporting

Our reportable segments correspond to how we organize and manage the business, as defined by our CEO who is also our Chief Operating Decision Maker, and are aligned to the industries in which our clients operate. Our segments involve the delivery of business process services and include service arrangements where we manage a customer's business activity or process. We report our financial performance based on the two reportable segments: Commercial Industries and Public Sector.

•

Commercial Industries: Our Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries (other than healthcare). Across the Commercial Industries segment, we deliver end-to-end business-to-business and business-to-customer services that enable our clients to optimize their key processes. Our multi-industry competencies include customer care, human resource management and finance and accounting services. These services are complemented by innovative industry-specific services such as personalized product information for the automotive industry; digitized source-to-pay solutions for clients in the manufacturing industry; customer experience and marketing services for clients in the retail industry; mortgage and consumer loan processing for clients in the financial services industry; and customized workforce learning solutions for clients in the aerospace industry.


•	Public Sector: Our Public Sector segment provides government-centric business process services to U.S. federal, state and local and foreign governments for transportation, public assistance, program administration, transaction processing and payment services.

Other includes our Government Health Enterprise Medicaid Platform business, where we are limiting our focus to maintaining systems for our current clients; our Education Business inclusive of our Student Loan business, which is in runoff; and inter-segment eliminations.

Selected financial information for our reportable segments was as follows:



	Year Ended December 31,
(in millions)	Commercial Industries		Public Sector		Other			Total
2017
Revenue	$	3,486	$	2,160	$	334		$	5,980
Former parent company revenue	42		—		—			42
Inter-segment revenue	20		3		(23		)	—
Total Segment Revenue	$	3,548	$	2,163	$	311		$	6,022
Depreciation and amortization	$	162	$	85	$	7		$	254
Segment profit (loss)	182		245		(10		)	417

2016
Revenue	$	3,729	$	2,300	$	329		$	6,358
Former parent company revenue	50		1		(1		)	50
Inter-segment revenue	26		7		(33		)	—
Total Segment Revenue	$	3,805	$	2,308	$	295		$	6,408
Depreciation and amortization	$	162	$	102	$	69		$	333
Segment profit (loss)	151		293		(248		)	196

2015
Revenue	$	3,970	$	2,324	$	315		$	6,609
Former parent company revenue	54		—		(1		)	53
Inter-segment revenue	35		7		(42		)	—
Total Segment Revenue	$	4,059	$	2,331	$	272		$	6,662
Depreciation and amortization	$	160	$	118	$	72		$	350
Segment profit (loss)	148		298		(509		)	(63		)

The following is a reconciliation of segment profit (loss) profit to pre-tax (loss) income:



(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Loss	2017			2016			2015
Pre-tax Loss	$	(16	)	$	(1,227	)	$	(574	)
Reconciling items:
Goodwill impairment	—			935			—
Amortization of intangible assets	243			280			250
Restructuring and related costs	101			101			159
Interest expense	137			14			8
Related party interest	—			26			61
Separation costs	12			44			—
(Gain) Loss on sale of asset and businesses	(42		)	2			—
Business transformation costs	—			3			3
Other (income) expenses, net	(18		)	18			30
Total Segment Profit (Loss)	$	417		$	196		$	(63	)

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)	2017		2016		2015		2017		2016
United States	$	5,303	$	5,686	$	5,849	$	289	$	325
Europe	538		547		616		42		47
Other areas	181		175		197		54		64
Total Revenues and Long-Lived Assets	$	6,022	$	6,408	$	6,662	$	385	$	436

________________


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

In 2016, our methodology to disclose revenue on a geographic basis changed to reflect where the work is contracted. All prior years have been adjusted to reflect this change in methodology.

Assets/Liabilities Held for Sale

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

As of December 31, 2017, there were certain businesses that qualified as assets/liabilities held for sale due to plans for disposal through sale. These assets/liabilities held for sale include a mix of both Commercial Industries and Public Sector that represent businesses in markets or with services that we did not see as strategic or core. The following is a summary of the major categories of assets and liabilities that have been reclassified to held for sale.



(in millions)	Year Ended December 31, 2017
Accounts Receivable, net	$	160
Other current assets	41
Land, building and equipment, net	6
Product Software, net	3
Intangible assets, net	7
Goodwill	537
Other long-term assets	3
Total Assets held for sale	$	757

Accounts payable	$	9
Accrued compensation	20
Unearned revenue	30
Other current liabilities	53
Pension and other benefit obligations	50
Other long-term liabilities	7
Total Liabilities held for sale	$	169

Information Technology Outsourcing (ITO)

In 2015 we completed the sale of our ITO business to Atos, which represented a discontinued operation.

In February 2016, we reached an agreement with Atos on the final adjustments to the closing balance of net assets sold as well as the settlement of certain indemnifications and recorded an additional pre-tax loss on the disposal in 2015 of $24 million ($14 million after-tax). The additional loss was recorded in 2015 as the financial statements had not yet been issued when the agreement was reached with Atos. We made a payment in 2016 to Atos of approximately $52 million, representing a $28 million adjustment to the final sales price as a result of this agreement and a payment of $24 million due from closing. The payment is reflected in Investing cash flows as an adjustment of the sales proceeds.

Summarized financial information for our Discontinued Operations is as follows:



(in millions)	Year Ended December 31, 2015
Revenues	$	619
Income (loss) from operations	$	104
Loss on disposal	(101		)
Net income (loss) before income taxes	$	3
Income tax expense	(81		)
Loss from discontinued operations, net of tax	$	(78	)

The following is a summary of selected financial information of the ITO business:



(in millions)	Year Ended December 31, 2015
Expenses:
Operating lease rent expense	$	130
Defined contribution plans	4
Interest expense	2
Expenditures:
Cost of additions to land, buildings and equipment	$	41
Cost of additions to internal use software	1
Customer-related deferred set-up/transition and inducement costs	10

Accounts Receivables, Net

12 Months Ended

Dec. 31, 2017

Receivables [Abstract]

Accounts Receivables, Net

Accounts Receivable, Net

Accounts receivable, net was as follows:



	December 31,
(in millions)	2017			2016
Amounts billed or billable	$	919		$	1,014
Unbilled amounts	187			279
Allowance for doubtful accounts	(2		)	(7		)
Accounts Receivable, Net	$	1,104		$	1,286

Unbilled amounts include amounts associated with percentage-of-completion accounting and other earned revenues not currently billable due to contractual provisions. Amounts to be invoiced in subsequent months for current services provided are included in amounts billable, and at December 31, 2017 and 2016 were approximately $364 million and $429 million, respectively.

Accounts Receivable Sales Arrangements

Prior to 2017, we sold accounts receivables with payment due dates of less than 60 days.

Under most of the agreements, we continue to service the sold accounts receivable. When applicable, a servicing liability is recorded for the estimated fair value of the servicing. The amounts associated with the servicing liability were not material.

Accounts receivable sales were as follows:



	Year Ended December 31,
(in millions)	2017		2016			2015
Accounts receivable sales	$	—	$	250		$	325
Estimated increase (decrease) to operating cash flows⁽¹⁾	—		(136		)	58

__________


(1)	Represents the difference between current and prior year fourth quarter receivable sales adjusted for the effects of: (i) deferred proceeds, (ii) collections prior to the end of the year and (iii) currency.

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

Land, Buildings, Equipment and Software, Net [Abstract]

Land, Buildings, Equipment and Software, Net

12 Months Ended

Dec. 31, 2017

Land, Buildings, Equipment and Software, Net

Land, buildings and equipment, net were as follows:



	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2017			2016
Land		$	3		$	10
Building and building equipment	25 to 50	17			20
Leasehold improvements	Varies	247			236
Office furniture and equipment	3 to 15	784			719
Other	4 to 20	1			1
Construction in progress		24			54
Subtotal		1,076			1,040
Accumulated depreciation		(819		)	(757		)
Land, Buildings and Equipment, Net		$	257		$	283

Depreciation expense and operating lease rent expense were as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Depreciation expense	$	125	$	130	$	126
Operating lease rent expense	$	375	$	378	$	389

We lease buildings and equipment, substantially all of which are accounted for as operating leases. Certain leases were accounted for as capital leases and the remaining net book value of those assets, included in Land, Buildings and Equipment, net were approximately $32 million and $42 million at December 31, 2017 and 2016, respectively.

Future minimum operating lease commitments that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2017 were as follows (in millions):



2018		2019		2020		2021		2022		Thereafter
$	163	$	119	$	80	$	53	$	31	$	52

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:	2017		2016		2015
Internal use software	$	36	$	39	$	27
Product software	10		10		19



(in millions)	December 31,
Capitalized Costs, Net	2017		2016
Internal use software	$	106	$	115
Product software	22		38

Useful lives of our internal use and product software generally vary from one to seven years.

Included within product software at December 31, 2017 and 2016 were $2 million and $3 million, respectively, of capitalized costs associated with software system platforms developed for use in certain of our government services businesses.

During 2016 we determined that it was probable that we would not fully complete our NY MMIS project in its current form. As a result of this decision an impairment charge of approximately $28 million was recorded in Cost of services. We also recorded an additional impairment charge in 2016 related to the 2015 HE charge of approximately $9 million in Restructuring and asset impairment. In 2015 we decided to discontinue certain future implementations of these software system platforms, and recorded an impairment charge of $160 million ($14 million in Cost of services and $146 million in Restructuring and asset impairments).

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2017

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 Industries			Public Sector			Total
Balance at December 31, 2015	$	2,467		$	2,405		$	4,872
Foreign currency translation	(24		)	(20		)	(44		)
Acquisitions	(2		)	—			(2		)
Disposition	(2		)	—			(2		)
Impairment	(935		)	—			(935		)
Balance at December 31, 2016	$	1,504		$	2,385		$	3,889
Foreign currency translation	19			28			47
Dispositions	(19		)	(14		)	(33		)
Assets held for sale	(105		)	(432		)	(537		)
Balance at December 31, 2017	$	1,399		$	1,967		$	3,366

Impairment Charge

There was no impairment identified for the years ended December 31, 2017 and 2015. In 2016, due to the declining trends and projections in the Commercial Industries reporting unit, we concluded that the fair value of our Commercial Industries reporting unit was less than its carrying value. Accordingly, we recorded a pre-tax goodwill impairment charge of $935 million during the fourth quarter of 2016, which is separately presented in the Consolidated Statements of Income (Loss). There was no impairment identified for the Public Sector in 2016.

Based on our quantitative assessments, we concluded that the fair value of our Commercial Industries and Public Sector reporting units exceeded their respective carrying values by 72% and 13%, respectively, at December 31, 2017. The most significant assumptions used in the goodwill analysis relate to a 3% long-term organic growth rate for both the Commercial Industries and Public Sector segments as well as a 9.25% and a 8.75% discount rate for the Commercial Industries and Public Sector segments, respectively.

Intangible Assets, Net

Net intangible assets were $891 million at December 31, 2017 of which $492 million and $399 million relate to our Commercial Industries and Public Sector segments, respectively. Intangible assets were comprised of the following:



		December 31, 2017						December 31, 2016
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	12 years	$	2,907	$	2,022	$	885	$	2,924	$	1,788	$	1,136
Technology, patents and non-compete	4 years	11		5		6		11		3		8
Total Intangible Assets		$	2,918	$	2,027	$	891	$	2,935	$	1,791	$	1,144

Amortization expense related to intangible assets was $243 million, $280 million and $250 million for the years ended December 31, 2017, 2016 and 2015, respectively. Amortization expense is expected to approximate $241 million in 2018, $241 million in 2019, $238 million in 2020, $134 million in 2021 and $12 million in 2022.

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Restructuring and Related Activities [Abstract]

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2017

Restructuring and Asset Impairment Charges

Restructuring Programs and Asset Impairment Charges

We engage in a series of restructuring programs related to downsizing our employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce our cost structure and improve productivity. Prior to 2017, these initiatives primarily consist of severance actions that impacted all major geographies and segments. In 2017, the implementation of our strategic transformation program as well as various productivity initiatives reduced our real estate footprint across all geographies and segments resulting in increased lease cancellation and other related costs. Management continues to evaluate our business, therefore, in future years, there may be additional provisions for new plan initiatives as well as changes in previously recorded estimates as payments are made or actions are completed. Asset impairment charges were also incurred in connection with these restructuring actions for those assets sold, abandoned or made obsolete as a result of these programs.

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 we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable.

A summary of our restructuring program activity during the two years ended December 31, 2017 is as follows:



(in millions)	Severance and Related Costs			Lease Cancellation and Other Costs			Asset Impairments			Total
Balance at December 31, 2015	4			—			—			4
Restructuring provision	67			7			12			86
Reversals of prior accruals	(13		)	—			—			(13		)
Total Net Current Period Charges	54			7			12			73
Charges against reserve and currency	(43		)	(2		)	(11		)	(56		)
Balance at December 31, 2016	15			5			1			21
Restructuring provision	49			49			5			103
Reversals of prior accruals	(8		)	(3		)	—			(11		)
Total Net Current Period Charges	41			46			5			92
Charges against reserve and currency	(42		)	(17		)	(6		)	(65		)
Liabilities held for sale	—			(4		)	—			(4		)
Balance at December 31, 2017	$	14		$	30		$	—		$	44

We also recorded costs related to professional support services associated with the implementation of the strategic transformation program of $9 million and $28 million during the years ended December 31, 2017 and 2016, respectively.

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



	Year Ended December 31,
(in millions)	2017		2016		2015
Commercial Industries	$	60	$	57	$	11
Public Sector	28		12		2
Other⁽¹⁾	4		4		146
Total Net Restructuring Charges	$	92	$	73	$	159

________________


(1)	Refer to Note 5 – Land, Buildings, Equipment and Software, Net for additional information regarding the asset impairment in 2016 and 2015.

Debt

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Debt

We classify our debt based on the contractual maturity dates of the underlying debt instruments or as of the earliest put date available to the debt holders. We defer costs associated with debt issuance over the applicable term. These costs are amortized as interest expense in our Consolidated Statements of Income (Loss).

Long-term debt was as follows:



			December 31,
(in millions)	Weighted Average Interest Rates at December 31, 2017⁽¹⁾		2017			2016

Term loan A due 2021	3.11	%	$	732		$	694
Term loan B due 2023	6.79	%	842			750
Senior notes due 2024	10.91	%	510			510
Capital lease obligations	4.39	%	33			43
Principal Debt Balance			$	2,117		$	1,997
Debt issuance costs and unamortized discounts			(56		)	(56		)
Less: current maturities			(82		)	(28		)
Total Long-term Debt			$	1,979		$	1,913

____________


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

Scheduled principal payments due on our long-term debt for the next five years and thereafter are as follows:



2018(1)		2019		2020		2021		2022		Thereafter		Total
$	82	$	72	$	85	$	560	$	9	$	1,309	$	2,117

_____________


(1)	Quarterly long-term debt maturities for 2018 are $21 million, $21 million, $21 million and $19 million for the first, second, third and fourth quarters, respectively.

Credit Facility

On December 7, 2016, we entered into a senior secured credit agreement (Credit Agreement) among the Company, its subsidiaries: Conduent Business Services, LLC (CBS), Affiliated Computer Services International B.V. and Conduent Finance, Inc. (CFI), the lenders party and JP Morgan Chase Bank, N.A., as the administrative agent. The Credit Agreement contains senior secured credit facilities (Senior Credit Facilities) consisting of:


(i)	Senior Secured Term Loan A (Term Loan A) due 2021 with an aggregate principal amount of $700 million;


(ii)	Senior Secured Term Loan B (Term Loan B) due 2023 with an aggregate principal amount of $850 million;


(iii)	Senior Revolving Credit Facility (Revolving Credit Facility) due 2021 with an aggregate available amount of $750 million including a sub-limit for up to $300 million available for the issuance of letters of credit.

Borrowings under the Term Loan A Facility and the Revolving Credit Facility bears interest at a rate equal to either the sum of a base rate plus a margin ranging from 1.00% and 1.50% or the sum of a Eurocurrency rate plus an applicable rate ranging from 2.00% to 2.50%, with either such margin varying according to the total net leverage ratio of CBS. Borrowing under Term Loan B Facility bears interest at a rate equal to the sum of a base rate plus 2.0%, or the sum of a Eurocurrency rate plus 3.0%. CBS is required to pay a quarterly commitment fee under the Revolving Credit Facility at a rate ranging from 0.35% to 0.40% per annum, with such rate varying according to the total net leverage ratio of CBS and the actual daily unused portion of the commitments during the applicable quarter. CBS is also required to pay a fee equal to the adjusted LIBOR on the aggregate face amount of outstanding letters of credit under the Revolving Credit Facility.

The Credit Agreement permits us to incur incremental term loan borrowings and /or increase commitments under the Revolving Credit Facility, subject to certain limitations and satisfaction of certain conditions, in an aggregate amount not to exceed (i) $200 million plus, (ii) if the senior secured net leverage ratio of CBS and its subsidiaries does not exceed 2.25 to 1.00 on a pro forma basis (without giving effect to any incurrence under clause (i) that is incurred substantially simultaneously with amounts incurred under clause (ii)), an unlimited amount.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the Company, CBS, CFI and the existing and future direct and indirect wholly owned domestic subsidiaries of CBS (subject to certain exceptions). All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of CBS and the guarantors under the Senior Credit Facilities (other than the Company and CFI), including a first-priority pledge of all the capital stock of CBS and the subsidiaries of CBS directly held by CBS or the guarantors (other than the Company and CFI) under the Senior Credit Facilities (which pledge, in the case of any foreign subsidiary, will be limited to 65% of the capital stock of any first-tier foreign subsidiary).

The Credit Facility contains certain customary affirmative and negative covenants, restrictions and events of default. CBS is required to maintain a total net leverage ratio not to exceed 4.25 to 1.00 (a quarterly test) for each quarter through September 30, 2018 and 3.75 to 1.00 for each quarter thereafter.

The net proceeds of the borrowings under the Term Loan A of $700 million (approximately $278 million borrowed in Euros) and Term Loan B of $850 million, were used to purchase our international subsidiaries from Xerox Corporation, to pay a distribution to Xerox Corporation and for working capital and other general corporate purposes. At December 31, 2017 we had $1,574 million in outstanding borrowings under our Credit Agreement and had utilized $12 million of our Revolving Credit Facility capacity to issue letters of credit. Discounts and debt issuance costs of $47 million were deferred.

Senior Notes

On December 7, 2016, CBS and CFI, each a wholly owned subsidiary of the Company, issued $510 million Senior Unsecured Notes due 2024 bearing interest at 10.5% (the "Senior Notes"). Interest is payable semi-annually, beginning on June 15, 2017. Discounts and debt issuance costs of $17 million were deferred.

At the option of the Issuers, the Senior Notes are redeemable in whole or in part, at any time prior to December 15, 2020, at a price equal to 100% of the aggregate principal amount of the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a “make-whole” premium. The Issuers may also redeem the Senior Notes, in whole or in part, at any time on or after December 15, 2020, at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, to but excluding the redemption date. Additionally, at any time prior to December 15, 2019, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings at a price equal to 110.50% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Senior Notes are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the existing and future domestic subsidiaries of CFI or CBS that guarantee the obligations under the Senior Credit Facilities.

Proceeds from the issuance were used to fund a portion of the transfer of cash to Xerox Corporation in connection with the spin-off.

Interest

Interest paid on our short-term and long-term debt amounted to $129 million, $5 million and $9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Interest expense and interest income was as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Interest expense	$	137	$	14	$	8
Interest income	3		3		3

Financial Instruments

12 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

We are exposed to market risk from changes in foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of 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. We enter into limited types of derivative contracts to manage foreign currency exposures that we hedge. Our primary foreign currency market exposures include the Philippine Peso, Indian Rupee and Mexican Peso. The fair market values of all our 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 of our derivative activities are reflected as cash flows from operating activities.

We do not believe there is significant risk of loss in the event of non-performance by the counterparty associated with our derivative instruments because these transactions are executed with a major financial institution. Further, our 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, 2017, we had outstanding forward exchange with gross notional values of $160 million, which is typical of the amounts that are normally outstanding at any point during the year. The impact of our hedging program is not material to our balance sheet or income statement.

Approximately 68% of these contracts mature within three months, 12% in three to six months, 15% in six to twelve months and 5% in greater than 12 months.

The following is a summary of the primary hedging positions and corresponding fair values as of December 31, 2017:



(in millions)	Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	62	$	—
Indian Rupee/U.S. Dollar	68		1
Mexican Peso/U.S. Dollar	9		—
All Other	21		—
Total Foreign Exchange Hedging	$	160	$	1

____________


(1)	Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2017.

Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2017

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. US. GAAP establishes a framework for measuring that includes a hierarchy used to classify the inputs used in measuring fair value. 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. As at December 31, 2017 and 2016, the Company did not have any asset or liability that was measured using Level 1 inputs.

Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. All the Company's assets and liabilities that were measured at fair value on a recurring basis as at December 31, 2017 and 2016, were valued using Level 2 inputs.

Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets. As at December 31, 2017 and 2016, the Company did not have any asset or liability that was measured using Level 3 inputs.

The following table represents assets and liabilities fair value measured on a recurring basis. The basis for the measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs.



	As of December 31,
(in millions)	2017		2016
Assets:
Foreign exchange contracts - forwards	$	2	$	1
Deferred compensation investments in cash surrender life insurance⁽¹⁾	—		99
Deferred compensation investments in mutual funds⁽¹⁾	—		10
Total	$	2	$	110
Liabilities:
Foreign exchange contracts - forwards	$	1	$	3
Deferred compensation plan liabilities⁽¹⁾	99		113
Total	$	100	$	116


(1)	In September 2017, the Company terminated the legacy deferred compensation plans (Plans) and the Company Owned Life Insurance (COLI), which held the Plans’ investments. The Company will make payments to Plan participants of approximately $100 million in the fourth quarter 2018.

Fair value for our deferred compensation plan investments in company-owned life insurance is reflected at cash surrender value. Fair value for our deferred compensation plan investments in mutual funds is based on quoted market prices for actively traded investments similar to those held by the plan. Fair value for deferred compensation plan liabilities is based on the fair value of investments corresponding to employees’ investment selections, based on quoted prices for similar assets in actively traded markets.

Summary of Other Financial Assets and Liabilities Fair Value Measured on a Nonrecurring Basis

The estimated fair values of our other financial assets and liabilities fair value measured on a nonrecurring basis were as follows:



	December 31, 2017				December 31, 2016
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	658	$	658	$	390	$	390
Restricted cash	9		9		22		22
Accounts receivable, net	1,104		1,104		1,286		1,286
Short-term debt	82		82		28		28
Long-term debt	1,979		2,070		1,913		1,933

The fair value amounts for Cash and cash equivalents, Restricted cash and Accounts receivable, net, approximate carrying amounts due to the short maturities of these instruments. The fair value of Short and Long-term debt was estimated based on the current rates offered to us for debt of similar maturities (Level 2). The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at such date.

The fair value of the Goodwill impairment charge of $935 million recorded in 2016, was estimated based on a determination of the implied fair value of goodwill, leveraging discounted cash flows (level 3). Refer to Note 6 – Goodwill and Intangible Assets, Net for additional information regarding this impairment.

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.

Commitments and Contingencies Disclosure [Abstract]

Employee Benefit Plans

12 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

Employee Benefit Plans

Our defined benefit pension plans are primarily associated with certain employees in our Human Resources and Consulting business located in the U.S., Canada and the United Kingdom (U.K.). Prior to an amendment to freeze future service benefits, these defined benefit pension plans had provided benefits for participating employees based on years of service and average compensation for a specified period before retirement (see Plan Amendment below for further information).

Certain of our employees participate in post-employment medical plans. These plans are not material to our results of operations or financial position and are not included in the disclosures below.

December 31 is the measurement date for all of our defined benefit pension plans.



	Pension Benefits
	U.S. Plans						Non-U.S. Plans
(in millions)	2017			2016			2017			2016
Change in Benefit Obligation:
Benefit obligation, January 1	$	89		$	74		$	164		$	157
Service cost	—			—			2			2
Interest cost	4			3			5			5
Actuarial loss	10			13			5			27
Currency exchange rate changes	—			—			14			(19		)
Benefits paid/settlements	(1		)	(1		)	(12		)	(8		)
Benefit Obligation, December 31	$	102		$	89		$	178		$	164
Change in Plan Assets:
Fair value of plan assets, January 1	$	52		$	47		$	140		$	150
Actual return on plan assets	8			2			13			15
Employer contribution	3			4			5			2
Currency exchange rate changes	—			—			14			(19		)
Benefits paid/settlements	(1		)	(1		)	(12		)	(8		)
Fair Value of Plan Assets, December 31	$	62		$	52		$	160		$	140
Net Funded Status at December 31⁽¹⁾	$	(40	)	$	(37	)	$	(18	)	$	(24	)
Amounts Recognized in the Consolidated Balance Sheets:
Asset held for sale	$	—		$	—		$	1		$	—
Accrued compensation and benefit costs	—			—			—			(2		)
Liabilities held for sale	(40		)	—			(11		)	—
Pension and other benefit liabilities	—			(37		)	(8		)	(22		)
Net Amounts Recognized	$	(40	)	$	(37	)	$	(18	)	$	(24	)

_______________


(1)	Includes under-funded and un-funded plans.

Benefit plans pre-tax amounts recognized in Accumulated other comprehensive loss (AOCL) at December 31:



	Pension Benefits
	U.S. Plans				Non-U.S. Plans
(in millions)	2017		2016		2017		2016
Net actuarial loss	$	38	$	31	$	42	$	42

Aggregate information for pension plans with an Accumulated benefit obligation in excess of plan assets is presented below:



	December 31, 2017						December 31, 2016
(in millions)	Projected benefit obligation		Accumulated benefit obligation		Fair value of plan assets		Projected benefit obligation		Accumulated benefit obligation		Fair value of plan assets
Underfunded Plans:
U.S.	$	102	$	102	$	62	$	89	$	89	$	52
Non U.S.	60		55		46		162		156		140

Unfunded Plans:
Non U.S.	5		3		—		2		1		—

Total Underfunded and Unfunded Plans:
U.S.	$	102	$	102	$	62	$	89	$	89	$	52
Non U.S.	65		58		46		164		157		140
Total	$	167	$	160	$	108	$	253	$	246	$	192

Our pension plan assets and benefit obligations at December 31, 2017 were as follows:



(in millions)	Fair Value of Pension Plan Assets		Pension Benefit Obligations		Net Funded Status			Accumulated Benefit Obligation
U.S.	$	62	$	102	$	(40	)	$	102
U.K.	114		113		1			114
Canada	44		55		(11		)	53
Other	2		10		(8		)	5
Total	$	222	$	280	$	(58	)	$	274

The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows:



	Year Ended December 31,
	U.S. Plans									Non-U.S. Plans
(in millions)	2017			2016			2015			2017			2016			2015
Components of Net Periodic Benefit Costs:
Service cost	$	—		$	—		$	—		$	2		$	2		$	3
Interest cost	4			3			3			5			5			6
Expected return on plan assets	(5		)	(4		)	(4		)	(8		)	(8		)	(9		)
Recognized net actuarial loss	1			—			—			1			1			2
Net Periodic Benefit Cost	—			(1		)	(1		)	—			—			2
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
Net actuarial loss (gain)	7			13			4			(2		)	18			(9		)
Amortization of net actuarial loss	(1		)	—			—			(1		)	(1		)	(2		)
Total Recognized in Other Comprehensive Income	6			13			4			(3		)	17			(11		)
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income	$	6		$	12		$	3		$	(3	)	$	17		$	(9	)

The net actuarial loss for the defined benefit pension plans that will be amortized from AOCL into net periodic benefit cost over the next fiscal year is $2 million.

Plan Amendments

Pension Plan Freezes

In 2015, we amended several of our major defined benefit pension plans to freeze current benefits and eliminate benefits accruals for future service, including our plans in the U.S., Canada and the U.K. The freeze of current benefits is the primary driver of the reduction in pension service costs since 2015. In certain non-U.S. plans, we are required to continue to consider salary increases and inflation in determining the benefit obligation related to prior service.

Plan Assets

Current Allocation

As of the 2017 and 2016 measurement dates, the global pension plan assets were $222 million and $192 million, respectively. These assets were invested among several asset classes.

The following tables presents the defined benefit plans assets measured at fair value and the basis for that measurement:



	December 31, 2017
(in millions)	U.S. Plans										Non-U.S. Plans
Asset Class	Level 1		Level 2		Level 3		Total		%		Level 1		Level 2		Level 3		Total		%
Cash and cash equivalents	$	1	$	—	$	—	$	1	2	%	$	3	$	—	$	—	$	3	2	%
Equity Securities	12		31		—		43		69	%	—		47		—		47		29	%
Fixed Income Securities	18		—		—		18		29	%	—		46		—		46		29	%
Other	—		—		—		—		—	%	—		55		9		64		40	%
Total Fair Value of Plan Assets	$	31	$	31	$	—	$	62	100	%	$	3	$	148	$	9	$	160	100	%



	December 31, 2016
(in millions)	U.S. Plans										Non-U.S. Plans
Asset Class	Level 1		Level 2		Level 3		Total		%		Level 1		Level 2		Level 3		Total		%
Cash and cash equivalents	$	3	$	—	$	—	$	3	6	%	$	—	$	—	$	—	$	—	—	%
Equity Securities	9		24		—		33		63	%	—		61		—		61		44	%
Fixed Income Securities	10		6		—		16		31	%	—		60		—		60		43	%
Other	—		—		—		—		—	%	—		11		8		19		13	%
Total Fair Value of Plan Assets	$	22	$	30	$	—	$	52	100	%	$	—	$	132	$	8	$	140	100	%

Valuation Method

Our primary Level 3 assets are Real Estate and Guaranteed Investment Contract investments which are individually immaterial. The fair value of our real estate investment funds are based on the Net Asset Value (NAV) of our ownership interest in the funds. NAV information is received from the investment advisers and is primarily derived from third-party real estate appraisals for the properties owned. The fair value for our Guaranteed Investment Contract investments have been determined based on the higher of the surrender value of the contract or the present value of the cash flow of the related pension obligations. The valuation techniques and inputs for our Level 3 assets have been consistently applied for all periods presented.

Investment Strategy

The target asset allocations for our worldwide defined benefit pension plans were:



	2017		2016
	U.S.	Non-U.S.	U.S.	Non-U.S.
Equity investments	55%	28%	55%	41%
Fixed income investments	23%	43%	25%	45%
Real estate	—%	4%	—%	4%
Other	22%	25%	20%	10%
Total Investment Strategy	100%	100%	100%	100%

We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by exceeding the interest growth in long-term plan liabilities. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. This consideration involves the use of long-term measures that address both return and risk. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and small and large capitalizations. Other assets such as real estate, are used to improve portfolio diversification. Derivatives may be used to hedge market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risks and returns are measured and monitored on an ongoing basis through annual liability measurements and quarterly investment portfolio reviews.

Contributions

In 2017, we made cash contributions of $8 million ($3 million U.S. and $5 million non-U.S.) to our defined benefit pension plans.

In 2018, based on current actuarial calculations, we expect to make contributions of approximately $8 million ($8 million non-U.S. and none for U.S.) to our defined benefit pension plans.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years:



	Pension Benefits
(in millions)	U.S.		Non-U.S.		Total
2018	$	2	$	4	$	6
2019	2		5		7
2020	2		5		7
2021	3		5		8
2022	3		5		8
Years 2023-2026	19		30		49

Assumptions

Weighted-average assumptions used to determine benefit obligations at the plan measurement dates:



	Pension Benefits
	2017				2016				2015
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	3.8	%	2.9	%	4.2	%	3.2	%	4.3	%	3.9	%
Rate of compensation increase	n/a		0.8	%	n/a		1.0	%	n/a		1.0	%

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:



	Pension Benefits
	2018				2017				2016				2015
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	3.8	%	3.1	%	4.2	%	3.1	%	4.3	%	3.9	%	4.0	%	3.4	%
Expected return on plan assets	7.8	%	4.8	%	7.8	%	4.8	%	7.8	%	5.7	%	7.8	%	5.8	%
Rate of compensation increase	n/a		0.8	%	n/a		0.8	%	n/a		1.0	%	n/a		1.1	%

Defined Contribution Plans

We have 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 (see "Plan Amendments" for additional information) 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 we match a portion of the employee contributions. We recorded charges related to our defined contribution plans of $35 million in 2017, $35 million in 2016 and $34 million in 2015.

Income and Other Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income and Other Taxes

Income Taxes

Prior to the spin-off from Xerox Corporation, Conduent’s operating results were included in various Xerox consolidated U.S. federal and state income tax returns, as well as non-U.S. tax filings. For the purposes of the Company’s Consolidated and Combined Financial Statements for periods prior to the spin-off, income tax expense and deferred tax balances have been recorded as if the Company filed tax returns on a standalone basis, separate from Xerox. The Separate Return Method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone enterprise for fiscal 2016 and prior.

On December 22, 2017, the Tax Reform was enacted. The effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of US federal income taxes, the enactment date is the date the bill becomes law. The income tax effects of the Tax Reform have been initially accounted for on a provisional basis pursuant to the SEC staff guidance on income taxes. Reasonable estimates for all material tax effects of the Tax Reform (other than amounts related to accounting policy elections) have been provided and adjustments to provisional amounts will be made in subsequent reporting periods as information becomes available to complete provisional computations. With respect to this legislation, we recorded a provisional tax benefit of $198 million, which included a $210 million tax benefit due to the re-measurement of deferred tax assets and liabilities resulting from the decrease in the corporate U.S. federal income tax rate from 35% to 21%, and $12 million as a one-time-charge on the transition tax for Post-1986 undistributed and not previously taxed foreign earnings and profits. The impacts of Tax Reform on our 2017 Consolidated Financial Statements are provisional, and could change during 2018 as we further evaluate the impacts of the Tax Reform. The Company has provisionally adopted the policy of treating the Global Intangible Low Taxed Income (GILTI) regime as a period cost. The GILTI regime enacted as part of Tax Reform subjects certain post 2017 foreign earnings (i.e. amounts in excess of deemed return on net tangible assets of non-US subsidiaries) to US tax. In January 2018, the FASB released guidance on the accounting for tax on GILTI. The guidance indicates that either accounting for deferred taxes on GILTI or treating GILTI as a period cost are both acceptable accounting elections.

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



	Year Ended December 31,
(in millions)	2017			2016			2015
Domestic loss	$	(91	)	$	(1,329	)	$	(654	)
Foreign income	75			102			80
Loss Before Income Taxes	$	(16	)	$	(1,227	)	$	(574	)

(Benefit) provision for income taxes were as follows:



	Year Ended December 31,
(in millions)	2017			2016			2015
Federal Income Taxes
Current	$	4		$	(116	)	$	(130	)
Deferred	(233		)	(132		)	(99		)
Foreign Income Taxes
Current	25			31			24
Deferred	(3		)	(3		)	6
State Income Taxes
Current	8			1			(17		)
Deferred	6			(25		)	(22		)
Total Benefit	$	(193	)	$	(244	)	$	(238	)

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



	Year Ended December 31,
	2017		2016		2015
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(155.9	)%	(19.0	)%	(1.3	)%
Effect of tax law changes	1,282.4	%	—	%	0.9	%
Change in valuation allowance for deferred tax assets	(39.5	)%	0.1	%	(1.0	)%
State taxes, net of federal benefit	1.2	%	1.8	%	4.2	%
Audit and other tax return adjustments	—	%	1.4	%	0.1	%
Tax-exempt income, credits and incentives	38.9	%	0.7	%	0.7	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	47.7	%	0.7	%	2.4	%
Other	(3.5	)%	(0.8	)%	0.5	%
Effective Income Tax Rate	1,206.3	%	19.9	%	41.5	%

____________


(1)	In 2017, nondeductible expenses primarily related to the nondeductible portion of the goodwill and officers life insurance.


(2)	The “U.S. taxation of foreign profits” represents the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries, except for transition tax, which is reported on the line Effect of tax law changes.

On a consolidated basis, we paid/(received) a total of $29 million, $(123) million and $194 million in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2017, 2016 and 2015, respectively.

Total income tax expense (benefit) was allocated as follows:



	Year Ended December 31,
(in millions)	2017			2016			2015
Pre-tax income	$	(193	)	$	(244	)	$	(238	)
Discontinued operations⁽¹⁾	3			—			81
Common shareholders' equity:
Changes in defined benefit plans	—			8			2
Stock option and incentive plans, net	—			—			(6		)
Total Income Tax Benefit	$	(190	)	$	(236	)	$	(161	)

_____________


(1)	Refer to Note 3 – Assets/Liabilities Held for Sale for additional information regarding discontinued operations.

Unrecognized Tax Benefits and Audit Resolutions

We recognize tax liabilities when, despite our belief that our tax return positions are supportable, we believe that certain positions may not be fully sustained upon review by tax authorities. Each period we assess 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 we have determined that our tax return filing position does not satisfy the more-likely-than-not recognition threshold, we have recorded no tax benefits.

We are also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope of our operations. Our ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease our effective tax rate, as well as impact our operating results. The specific timing of when the resolution of each tax position will be reached is uncertain. As of December 31, 2017, we do not believe that there are any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

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



(in millions)	2017		2016			2015
Balance at January 1	$	14	$	24		$	32
Additions related to current year	—		1			3
Additions related to prior years positions	—		—			—
Reductions related to prior years positions	—		(5		)	(10		)
Settlements with taxing authorities⁽¹⁾	—		(5		)	—
Currency	1		(1		)	(1		)
Balance at December 31	$	15	$	14		$	24

_______________


(1)	2016 settlement results in $5 million cash paid.

Included in the balances at December 31, 2017, 2016 and 2015 are $0, $0 and $8 million, respectively, of tax positions that are highly certain of realization but for which there is uncertainty about the timing. Because of the impact of deferred tax accounting, other than for the possible incurrence of interest and penalties, the disallowance of these positions would not affect the annual effective tax rate. In addition, for other uncertain tax positions, we maintain offsetting benefits from other jurisdictions of $16 million, $16 million and $14 million, at December 31, 2017, 2016 and 2015, respectively.

We recognized interest and penalties accrued on unrecognized tax benefits, as well as interest received from favorable settlements within income tax expense. We had $6 million, $4 million and $14 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2017, 2016 and 2015, respectively.

In the U.S., we are no longer subject to U.S. federal income tax examinations for years before 2005. With respect to our major foreign jurisdictions, the years generally remain open back to 2006.

Deferred Income Taxes

The Company is in the position of having tax basis in excess of book basis in its U.S. investment in foreign subsidiaries. Nonetheless, the Company is indefinitely reinvesting its foreign subsidiaries' undistributed earnings of $253 million. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from US Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities.

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



	December 31,
(in millions)	2017			2016
Deferred Tax Assets
Net operating losses	$	41		$	42
Operating reserves, accruals and deferrals	90			155
Deferred compensation	59			101
Pension	15			18
Other	45			44
Subtotal	250			360
Valuation allowance	(35		)	(24		)
Total	$	215		$	336

Deferred Tax Liabilities
Unearned income	$	134		$	217
Intangibles and goodwill	413			680
Depreciation	10			15
Other	25			29
Total	$	582		$	941

Total Deferred Taxes, Net	$	(367	)	$	(605	)

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, 2017 and 2016 was an increase of $11 million and a decrease of $14 million, respectively. The valuation allowance relates primarily 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.

Although realization is not assured, we have 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, 2017, we had tax credit carryforwards of $27 million available to offset future income taxes which will expire between 2018 and 2037 if not utilized. We also had net operating loss carryforwards for income tax purposes of $422 million that will expire between 2018 and 2037, if not utilized; and $43 million available to offset future taxable income indefinitely.

Contingencies and Litigation

12 Months Ended

Dec. 31, 2017

Contingencies and Litigation

As more fully discussed below, we are involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law; governmental entity contracting, servicing and procurement law; intellectual property law; environmental law; employment law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our 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 our 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, this could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. We believe that we have recorded adequate provisions for any such matters as of December 31, 2017. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matter could be in excess of any amounts accrued and could be material to our 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 nonconsolidated affiliates when we undertake 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 final 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 consolidated financial position or liquidity. As of December 31, 2017, we have accrued our estimate of liability incurred under our indemnification arrangements and guarantees.

Litigation Against the Company

State of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC: On May 9, 2014, the State of Texas, via the Texas Office of Attorney General (the “State”), filed a lawsuit in the 53rd Judicial District Court of Travis County, Texas. The lawsuit alleges that Xerox Corporation, Xerox State Healthcare, LLC and ACS State Healthcare (collectively, the "Xerox Defendants") violated the Texas Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health and Human Services (“HHSC”). The State alleges that the Xerox Defendants made false representations of material facts regarding the processes, procedures, implementation and results regarding the prior authorization of orthodontic claims. The State seeks recovery of amounts paid for orthodontic treatment under the Texas Medicaid program for the period from approximately 2004 to 2012, three times the amount of the payments made as a result of the alleged unlawful acts, civil penalties, pre- and post-judgment interest and all costs and attorneys’ fees. The Xerox Defendants filed their Answer in June, 2014 denying all allegations. A trial date is scheduled for November, 2018. During the first quarter of 2018, the State notified the Xerox Defendants in the litigation discovery process that its claim is in excess of two billion dollars based primarily on the assertion of treble damages and civil penalties per illegal act for almost two hundred thousand purported illegal acts. The Xerox Defendants will forcefully contest this assertion and continue to vigorously defend themselves in this matter. We are not able to determine or predict the ultimate outcome of this proceeding or to estimate any reasonably possible loss or range of losses, if any, in excess of the thirty-eight million dollars we have already accrued. In the course of litigation, we periodically engage in discussions with the State's counsel for possible resolution of the matter. Should developments cause a change in our determination as to an unfavorable outcome, or result in a final adverse judgment or settlement for a significant amount, there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in determination, judgment or settlement occurs.

Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (“Buck”), a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (“StanCERA”). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court. Buck will continue to aggressively defend these lawsuits. We are not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any.

Conduent Business Services, LLC v. Cognizant Business Services, LLC: On April 12, 2017, Conduent Business Services LLC (“Conduent”) filed a lawsuit against Cognizant Business Services Corporation (“Cognizant”) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between Conduent and Cognizant, as amended and supplemented (the “Contract”). The Contract contains certain minimum purchase obligations by Conduent through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to Conduent under Conduent’s contract with the New York Department of Health to provide a Medicaid Management Information Systems (the “NY MMIS Contract”). In the lawsuit, Conduent seeks damages in excess of one hundred fifty million dollars. During the first quarter of 2018, Conduent provided notice to Cognizant that it was terminating the Contract for cause and will be recording in that period certain charges associated with the termination. Cognizant has asserted counterclaims against Conduent in the lawsuit seeking damages in excess of twenty-two million dollars. Conduent has responded to Cognizant’s counterclaims by denying the allegations. Conduent will continue to vigorously defend itself against the counterclaims but we are not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome.

Other Matters:

On January 5, 2016, the Consumer Financial Protection Bureau (the "CFPB") notified Xerox Education Services, Inc. (XES) that, in accordance with the CFPB’s discretionary Notice and Opportunity to Respond and Advise (NORA) process, the CFPB’s Office of Enforcement is considering recommending that the CFPB take legal action against XES, alleging that XES violated the Consumer Financial Protection Act’s prohibition of unfair practices. Should the CFPB commence an action, it may seek restitution, civil monetary penalties, injunctive relief or other corrective action. The purpose of a NORA letter is to provide a party being investigated an opportunity to present its position to the CFPB before an enforcement action is recommended or commenced. This notice stems from an inquiry that commenced in 2014 when XES received and responded to a Civil Investigative Demand containing a broad request for information. During this process, XES self-disclosed to the Department of Education and the CFPB certain adjustments of which it had become aware that had not been timely made relating to its servicing of a small percentage of third-party student loans under outsourcing arrangements for various financial institutions. The CFPB and the Department of Education, as well as certain states' attorney general offices and other regulatory agencies, began similar reviews. XES has cooperated and continues to fully cooperate with all regulatory agencies, and XES has submitted its NORA response. We cannot provide assurance that the CFPB or another party will not ultimately commence a legal action against XES in this matter nor are we able to predict the likely outcome of the investigations into this matter or reasonably provide an estimate or range of estimate of possible outcome or loss, if any. We could in future periods incur judgments or enter into settlements in connection with this matter and there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.

Guarantees, Indemnifications and Warranty Liabilities

Indemnifications Provided as Part of Contracts and Agreements

Acquisitions/Divestitures:

We have indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of our divestiture agreements. In addition, we customarily agree 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, specified environmental matters 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 of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, we have not historically made significant payments for these indemnifications. Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be paid to the sellers if established financial targets are achieved post-closing. We have 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 our divestitures and contingent consideration provided for by our acquisitions are not expected to be material to our financial position, results of operations or cash flows.

Other Agreements:

We are also party to the following types of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters:


•	Guarantees on behalf of our subsidiaries with respect to real estate leases. These lease guarantees may remain in effect subsequent to 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 our behalf, with the exception of claims that result from the third-party's own willful misconduct or gross negligence.


•	Guarantees of our performance in certain services contracts to our customers and indirectly the performance of third parties with whom we have subcontracted for their services. This includes indemnifications to customers for losses that may be sustained as a result of our performance of services at a customer's location.

In each of these circumstances, our 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 us to challenge the other party's claims. In the case of lease guarantees, we may contest the liabilities asserted under the lease. Further, our obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments we made.

Also in December 2017, a customer released our former parent company from a performance guarantee for a service contract resulting in a release of escrow funds of $15 million to the Company.

Intellectual Property Indemnifications

We do not own most of the software that we use to run our business. Instead, we license this software from a small number of primary vendors. We indemnify certain software providers against claims that may arise as a result of our use or our subsidiaries', customers' or resellers' use of their software in our 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

Our corporate by-laws require that, except to the extent expressly prohibited by law, we must indemnify our 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 our Company and our subsidiaries. Although the by-laws provide no limit on the amount of indemnification, we may have recourse against our insurance carriers for certain payments made by us. However, certain indemnification payments (such as those related to "clawback" provisions in certain compensation arrangements) may not be covered under our directors' and officers' insurance coverage. We also indemnify certain fiduciaries of our employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with our acquisition of businesses, we 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 our Public Sector segment, require us to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2017, we had $576 million for outstanding surety and bid bonds used to secure our performance of contractual obligations with our clients, and we had $256 million of outstanding letters of credit issued to secure our performance of contractual obligations to our clients as well as other corporate obligations.

In general, we would only be liable for the amount of these guarantees in the event of default in our performance of our obligations under each contract. We believe we have sufficient capacity in the surety markets and liquidity from our cash flow and our various credit arrangements (including our Credit Facility) to allow us to respond to future requests for proposals that require such credit support.

We have service arrangements where we service third-party student loans in the Federal Family Education Loan program (FFEL) on behalf of various financial institutions. We service these loans for investors under outsourcing arrangements and do not acquire any servicing rights that are transferable by us to a third-party. At December 31, 2017, we serviced a FFEL portfolio of loans with an outstanding principal balance of approximately $5.2 billion. Some servicing agreements contain provisions that, under certain circumstances, require us to purchase the loans from the investor if the loan guaranty has been permanently terminated as a result of a loan default caused by our servicing error. If defaults caused by us are cured during an initial period, any obligation we may have to purchase these loans expires. Loans that we purchase may be subsequently cured, the guaranty reinstated and the loans repackaged for sale to third parties. We evaluate our exposure under our purchase obligations on defaulted loans and establish a reserve for potential losses. The reserve is evaluated periodically and adjusted based upon management’s analysis of the historical performance of the defaulted loans. As of December 31, 2017, other current liabilities include reserves of approximately $1 million, which we believe to be adequate. In addition to potential purchase obligations arising from servicing errors, various laws and regulations applicable to student loan borrowers could give rise to fines, penalties and other liabilities associated with loan servicing errors.

Preferred Stock	12 Months Ended
Preferred Stock	Dec. 31, 2017
Equity [Abstract]
Preferred Stock	Preferred Stock Series A Preferred Stock In connection with the December 31, 2016 spin-off from Xerox Corporation, we issued 120 thousand 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 convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of 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 thousand shares (reflecting an initial conversion price of approximately $22.250 per share of common stock), subject to customary anti-dilution adjustments. If the closing price of our common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, we have the right to cause any or all of the convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The 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 our 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 convertible preferred stock has the right to require us to redeem any or all of the 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 convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.

Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2017, we had one class of preferred stock outstanding. See Note 14 – Preferred Stock for further information. We are authorized to issue approximately 100 million shares of cumulative preferred stock at $0.01 par value per share.

Common Stock

We have 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2017, 15 million shares were reserved for issuance under our incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.

Stock Compensation Plans

Certain of our employees participate in a long-term incentive plan. Our long-term incentive plan authorizes the issuance of restricted stock units / shares (RSU), performance stock units / share (PSU) and non-qualified stock options to employees. All awards for these plans prior to 2017, were made in Xerox stock and therefore converted into Conduent stock effective upon the Separation. Using a formula designed to preserve the value of the award immediately prior to the Separation, all of these awards will be settled and are reflected in Conduent's Consolidated Statements of Stockholders' Equity. 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)	2017		2016		2015
Stock-based compensation expense, pre-tax	$	42	$	23	$	19
Income tax benefit recognized in earnings	17		9		7

Restricted Stock Units / Shares Compensation expense is based upon the grant date market price. The compensation expense is recorded over the vesting period, which is normally three years from the date of grant, based on management's estimate of the number of shares expected to vest.

Performance Stock Units / Shares: The Company granted PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 100% of the original grant.

The fair value of PSUs is based upon the market price of Conduent's common stock on the date of the grant and then converted to Conduent's common stock upon the Separation. Compensation expense is recognized over the vesting period, which is normally three 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.

Employee Stock Options: Stock options were issued by a former parent company and were converted to Conduent's common stock upon the Separation. These options generally expire within the next two years. Other than these options, Conduent has not issued any new stock options.

Summary of Stock-based Compensation Activity



	2017				2016				2015
(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	1,961		$	13.99	782		$	11.70	3,422		$	8.47
Granted	1,988		16.75		2,602		9.61		260		11.86
Vested	(215	)	19.98		(119	)	9.43		(2,768	)	7.83
Canceled	(609	)	15.88		(121	)	10.55		(132	)	9.52
Impact of spin-off⁽¹⁾	—		n/a		(1,183	)	n/a		—		n/a
Outstanding at December 31	3,125		16.29		1,961		13.99		782		11.70

Performance Stock Units / Shares
Outstanding at January 1	4,926		$	13.99	7,522		$	11.57	5,771		$	11.68
Granted	3,933		16.76		1,850		9.35		3,583		10.68
Vested	(1,696	)	19.67		—		—		(610	)	7.88
Canceled	(1,734	)	17.46		(1,478	)	11.96		(1,222	)	11.36
Impact of spin-off⁽¹⁾	—		n/a		(2,968	)	n/a		—		n/a
Outstanding at December 31	5,429		16.55		4,926		13.99		7,522		11.57

_____________________________


(1)	Stock-based compensation was converted from former parent stock into Conduent common stock at spin-off.

The Company issued 77 thousand Deferred Stock Units (DSU) to non-employee members of the Board of Directors. These DSUs are fully vested and will be issued when the directors leave the Board.

The Company has 348 thousand stock options outstanding as of December 31, 2017 at strike prices ranging from $10.15 to $11.38. These stock options are fully vested and exercisable.

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2017 was as follows (in millions):

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



Awards	December 31, 2017
Restricted Stock Units / Shares	$	50
Performance Stock Units / Shares	88

Information related to stock options outstanding and exercisable at December 31, 2017 was as follows:



(in millions)	Options
	Outstanding		Exercisable
Aggregate intrinsic value	$	6	$	6
Weighted-average remaining contractual life (years)	1.3		1.3

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



(in millions)	December 31, 2017						December 31, 2016						December 31, 2015
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	$	3	$	—	$	1	$	1	$	—	$	—	$	30	$	—	$	11
Performance Stock Units / Shares	25		—		10		—		—		—		7		—		2
Stock Options	3		6		1		3		9		1		14		19		5

Other Comprehensive (Loss) Income

12 Months Ended

Dec. 31, 2017

Other Comprehensive Income [Abstract]

Other Comprehensive (Loss) Income

Other Comprehensive Income (Loss)

Other Comprehensive Loss is comprised of the following:



	Year Ended December 31,
	2017						2016						2015
(in millions)	Pre-tax			Net of Tax			Pre-tax			Net of Tax			Pre-tax			Net of Tax
Translation Adjustments Gains (Losses)	$	35		$	35		$	(135	)	$	(135	)	$	(60	)	$	(60	)
Unrealized Gains (Losses):
Changes in fair value of cash flow hedges gains (losses)	1			1			(2		)	(1		)	(4		)	(2		)
Changes in cash flow hedges reclassed to earnings⁽¹⁾	2			1			2			1			5			3
Net Unrealized Gains (Losses)	3			2			—			—			1			1

Defined Benefit Plans Gains (Losses)
Net actuarial/prior service gains (losses)	(5		)	(4		)	(31		)	(23		)	5			4
Actuarial loss amortization/settlement⁽²⁾	2			2			1			1			2			2
Other gains (losses)⁽³⁾	(4		)	(3		)	3			2			2			1
Changes in Defined Benefit Plans Gains (Losses)	(7		)	(5		)	(27		)	(20		)	9			7

Other Comprehensive Income (Loss)	$	31		$	32		$	(162	)	$	(155	)	$	(50	)	$	(52	)

_____________________________


(1)	Reclassified to Cost of sales - refer to Note 9 – Financial Instruments for additional information regarding our cash flow hedges.


(2)	Reclassified to Total Net Periodic Benefit Cost - refer to Note 11 – Employee Benefit Plans for additional information.


(3)	Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.

Accumulated Other Comprehensive Loss (AOCL)

AOCL is comprised of the following:



	December 31,
(in millions)	2017			2016			2015
Cumulative translation adjustments⁽¹⁾	$	(437	)	$	(472	)	$	(147	)
Other unrealized losses, net	1			(1		)	(1		)
Benefit plans net actuarial losses and prior service credits	(58		)	(53		)	(33		)
Total Accumulated Other Comprehensive Loss	$	(494	)	$	(526	)	$	(181	)

_____________________________


(1)	2016 includes $190 million of AOCL transferred from former parent as part of the spin-off.

Earnings per Share

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Earnings per Share

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

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



	Year Ended December 31,
(in millions, shares in thousands)	2017			2016			2015
Basic Earnings (Loss) per Share:
Net income (loss) from continuing operations attributable to Conduent	$	177		$	(983	)	$	(336	)
Accrued dividends on preferred stock	(10		)	—			—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	167			(983		)	(336		)
Net income (loss) from discontinued operations attributable to Conduent	4			—			(78		)
Adjusted Net Income (Loss) Available to Common Shareholders	$	171		$	(983	)	$	(414	)

Weighted-average common shares outstanding	204,007			202,875			202,875
Basic Earnings (Loss) per Share:
Continuing operations	$	0.82		$	(4.85	)	$	(1.65	)
Discontinued operations	0.02			—			(0.39		)
Basic Earnings (Loss) per Share	$	0.84		$	(4.85	)	$	(2.04	)

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations attributable to Conduent	$	177		$	(983	)	$	(336	)
Accrued dividends on preferred stock	(10		)	—			—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	167			(983		)	(336		)
Net income (loss) from discontinued operations attributable to Conduent	4			—			(78		)
Adjusted Net Income (Loss) Available to Common Shareholders	$	171		$	(983	)	$	(414	)

Weighted-average common shares outstanding	204,007			202,875			202,875
Common shares issuable with respect to:
Stock options	195			—			—
Restricted stock and performance units / shares	2,491			—			—
Convertible preferred stock	—			—			—
Adjusted Weighted Average Common Shares Outstanding	206,693			202,875			202,875

Diluted Earnings (Loss) per Share:
Continuing operations	$	0.81		$	(4.85	)	$	(1.65	)
Discontinued operations	0.02			—			(0.39		)
Diluted Earnings (Loss) per Share	$	0.83		$	(4.85	)	$	(2.04	)

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):
Stock Options	—			857			—
Restricted stock and performance shares	2,568			5,719			—
Convertible preferred stock	5,393			5,393			—
Total Securities	7,961			11,969			—

Related Party and Former Parent Investment (Notes)

12 Months Ended

Dec. 31, 2017

Related Party Transactions and Former Parent Company Investment

Allocation of Corporate Expenses

The Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015 include an allocation of general corporate expenses from Xerox, the Company's former parent. The financial information in these Consolidated Financial Statements does not necessarily include all the expenses that would have been incurred or held had we been a separate, standalone company and it is not practicable to estimate actual costs that would have been incurred had we been a separate, standalone company during the periods presented. Management considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided. Allocations for management costs and corporate support services provided totaled $165 million and $170 million for the years ended December 31, 2016 and 2015, respectively. These amounts include costs for corporate functions including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology and other shared services. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of costs, headcount and/or other measures we have determined as reasonable.



	Year Ended December 31,
(in millions)	2016		2015
Research and development	$	25	$	43
Selling, general and administrative	140		127
Total Allocated Corporate Expenses	$	165	$	170

Final Cash Allocation To Former Parent

In January 2017, in connection with the Separation, we paid Xerox $161 million for settlement of the management and support services received.

The components of Net transfers to former parent and the reconciliation to the corresponding amount presented on the Consolidated Statements of Cash Flows are as follows:



(in millions)	Year Ended December 31,
	2016			2015
Cash pooling and general financing activities	$	(466	)	$	(396	)
Corporate cost allocations	165			170
Income taxes	(157		)	168
Divestitures and acquisitions, net	54			(742		)
Capitalization of related party notes payable	—			1,017
Total net transfers (to) from former parent	(404		)	217
Stock-based compensation	(23		)	(19		)
Capitalization of related party notes payable	—			(1,017		)
Net payments on notes payable with former parent company	(1,132		)	(91		)
Other, net	(161		)	147
Total Net payments to former parent company per Consolidated Statements of Cash Flows	$	(1,720	)	$	(763	)

Related Party Notes Receivable/Payable

Certain operating units of the Company had various interest bearing notes under contractual agreements to and from Xerox Corporation and other related parties. The purpose of these notes was to provide funds for certain working capital or other capital and operating requirements of the business. Net interest expense on these notes with related party companies was recorded net in Related Party Interest in the Consolidated Statements of Income (Loss) and was $26 million and $61 million for the years ended December 31, 2016 and 2015, respectively. These notes had fixed interest rates that ranged from 1% to 8%. The balances were settled as part of the Separation transaction.

Related Party Revenue and Purchases

We provide various services to Xerox Corporation, including those related to human resources, accounting and finance and customer care, which are reported as Related party revenue in the Consolidated Statements of Income (Loss). The costs related to these services are reported as Related party cost of services in the Consolidated Statements of Income (Loss).

We also leased equipment and received related services, supplies and parts, from Xerox and Xerox subsidiaries in the amount of $21 million and $24 million, for the years ended December 31, 2016 and 2015, respectively. The costs related to these services, supplies and parts are reported in Cost of services and Selling, administrative and general expenses in the Consolidated Statements of Income (Loss).

Subsequent Event Subsequent Event	12 Months Ended
Subsequent Event Subsequent Event	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In the first quarter of 2018, the Company will be moving the Health Enterprise business from the Other segment into the Public Sector segment. In addition, the Company plans to move the divested businesses' historical results to Other segment from both the Commercial Industries and the Public Sector segments. See Note 13 – Contingencies and Litigation as it relates to the termination of the Cognizant agreement.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Basis of Consolidation

Basis of Presentation

We have also considered the impact of subsequent events on these consolidated financial statements.

Separation from Xerox Corporation

Use of Estimates

Revenue Recognition, Customer Acquisitions

New Accounting Pronouncements, Policy

New Accounting Standards

Recently Adopted Accounting Standards

Revenue Recognition

Services-Related Revenue

Spending associated with customer-related deferred set-up/transition and inducement costs were as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Set-up/transition and inducement expenditures	$	55	$	63	$	65

The capitalized amount of customer contract costs were as follows:

__________

(1) The balance at December 31, 2017 and 2016 are expected to be amortized over a weighted average period of approximately nine and eight years, respectively.

Amortization expense for the next five years and thereafter is expected to be as follows (in millions):



2018		2019		2020		2021		2022		Thereafter
$	54	$	22	$	13	$	9	$	6	$	22

Long-lived assets used in the fulfillment of the arrangements are capitalized and depreciated over the shorter of their useful life or the term of the contract if an asset is contract specific.

Multiple Element Arrangements

In substantially all of our multiple element arrangements, we are able to separate the deliverables since we normally will meet both of the following criteria:


•	The delivered item(s) has value to the customer on a stand-alone basis; and


•	If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.

Receivable Sales

Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales, Policy

Receivable Sales

Land, Buildings and Equipment and Equipment on Operating Leases

Land, Buildings and Equipment

Refer to Note 5 – Land, Buildings, Equipment and Software, Net for further discussion.

Software - Internal Use and Product

Capitalization of Internal Costs

Software - Internal Use and Product

Goodwill and Other Intangible Assets

Goodwill

Refer to Note 6 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Refer to Note 6 – Goodwill and Intangible Assets, Net for further information.

Impairment of Long-Lived Assets

Pension and Post-Retirement Benefit Obligations

Pension Obligations

We sponsor various forms of defined benefit pension plans in several countries covering employees who meet eligibility requirements.

Income Tax, Policy

Income Taxes

Foreign Currency Transactions and Re-measurement

Foreign Currency Translation and Re-measurement

Accounts Receivables, Net Accounts Receivable Sales (Policies)	12 Months Ended
	Dec. 31, 2017
Accounts Receivable [Abstract]
Receivables Held-for-sale, Determination, Policy [Policy Text Block]	Accounts Receivable Sales Arrangements Prior to 2017, we sold accounts receivables with payment due dates of less than 60 days. Under most of the agreements, we continue to service the sold accounts receivable. When applicable, a servicing liability is recorded for the estimated fair value of the servicing. The amounts associated with the servicing liability were not material.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Schedule of Deferred Customer Contract Costs

Spending associated with customer-related deferred set-up/transition and inducement costs were as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Set-up/transition and inducement expenditures	$	55	$	63	$	65

The capitalized amount of customer contract costs were as follows:

__________

(1) The balance at December 31, 2017 and 2016 are expected to be amortized over a weighted average period of approximately nine and eight years, respectively.

Amortization expense for the next five years and thereafter is expected to be as follows (in millions):



2018		2019		2020		2021		2022		Thereafter
$	54	$	22	$	13	$	9	$	6	$	22

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Operating segment revenues and profitability

Selected financial information for our reportable segments was as follows:



	Year Ended December 31,
(in millions)	Commercial Industries		Public Sector		Other			Total
2017
Revenue	$	3,486	$	2,160	$	334		$	5,980
Former parent company revenue	42		—		—			42
Inter-segment revenue	20		3		(23		)	—
Total Segment Revenue	$	3,548	$	2,163	$	311		$	6,022
Depreciation and amortization	$	162	$	85	$	7		$	254
Segment profit (loss)	182		245		(10		)	417

2016
Revenue	$	3,729	$	2,300	$	329		$	6,358
Former parent company revenue	50		1		(1		)	50
Inter-segment revenue	26		7		(33		)	—
Total Segment Revenue	$	3,805	$	2,308	$	295		$	6,408
Depreciation and amortization	$	162	$	102	$	69		$	333
Segment profit (loss)	151		293		(248		)	196

2015
Revenue	$	3,970	$	2,324	$	315		$	6,609
Former parent company revenue	54		—		(1		)	53
Inter-segment revenue	35		7		(42		)	—
Total Segment Revenue	$	4,059	$	2,331	$	272		$	6,662
Depreciation and amortization	$	160	$	118	$	72		$	350
Segment profit (loss)	148		298		(509		)	(63		)

Reconciliation to pre-tax income (loss)

The following is a reconciliation of segment profit (loss) profit to pre-tax (loss) income:



(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Loss	2017			2016			2015
Pre-tax Loss	$	(16	)	$	(1,227	)	$	(574	)
Reconciling items:
Goodwill impairment	—			935			—
Amortization of intangible assets	243			280			250
Restructuring and related costs	101			101			159
Interest expense	137			14			8
Related party interest	—			26			61
Separation costs	12			44			—
(Gain) Loss on sale of asset and businesses	(42		)	2			—
Business transformation costs	—			3			3
Other (income) expenses, net	(18		)	18			30
Total Segment Profit (Loss)	$	417		$	196		$	(63	)

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)	2017		2016		2015		2017		2016
United States	$	5,303	$	5,686	$	5,849	$	289	$	325
Europe	538		547		616		42		47
Other areas	181		175		197		54		64
Total Revenues and Long-Lived Assets	$	6,022	$	6,408	$	6,662	$	385	$	436

________________


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

Assets/Liabilities Held for Sale (Tables)

12 Months Ended

Dec. 31, 2017

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summarized Financial Information - Discontinued Operations

Summarized financial information for our Discontinued Operations is as follows:



(in millions)	Year Ended December 31, 2015
Revenues	$	619
Income (loss) from operations	$	104
Loss on disposal	(101		)
Net income (loss) before income taxes	$	3
Income tax expense	(81		)
Loss from discontinued operations, net of tax	$	(78	)

Discontinued Operations - Income Statement

The following is a summary of selected financial information of the ITO business:



(in millions)	Year Ended December 31, 2015
Expenses:
Operating lease rent expense	$	130
Defined contribution plans	4
Interest expense	2
Expenditures:
Cost of additions to land, buildings and equipment	$	41
Cost of additions to internal use software	1
Customer-related deferred set-up/transition and inducement costs	10

Disposal Group, Held-for-sale, Not Discontinued Operations [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summarized Financial Information - Discontinued Operations

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



(in millions)	Year Ended December 31, 2017
Accounts Receivable, net	$	160
Other current assets	41
Land, building and equipment, net	6
Product Software, net	3
Intangible assets, net	7
Goodwill	537
Other long-term assets	3
Total Assets held for sale	$	757

Accounts payable	$	9
Accrued compensation	20
Unearned revenue	30
Other current liabilities	53
Pension and other benefit obligations	50
Other long-term liabilities	7
Total Liabilities held for sale	$	169

Schedule of Accounts, Notes, Loans and Financing Receivable

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://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Accounts Receivables, Net (Tables)

12 Months Ended

Dec. 31, 2017

Receivables [Abstract]

Accounts receivable, net was as follows:



	December 31,
(in millions)	2017			2016
Amounts billed or billable	$	919		$	1,014
Unbilled amounts	187			279
Allowance for doubtful accounts	(2		)	(7		)
Accounts Receivable, Net	$	1,104		$	1,286

Schedule Of Accounts Receivable Sales

Accounts receivable sales were as follows:



	Year Ended December 31,
(in millions)	2017		2016			2015
Accounts receivable sales	$	—	$	250		$	325
Estimated increase (decrease) to operating cash flows⁽¹⁾	—		(136		)	58

__________


(1)	Represents the difference between current and prior year fourth quarter receivable sales adjusted for the effects of: (i) deferred proceeds, (ii) collections prior to the end of the year and (iii) currency.

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

12 Months Ended

Dec. 31, 2017

Land, Buildings, Equipment and Software, Net [Abstract]

Land, buildings and equipment, net

Land, buildings and equipment, net were as follows:



	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2017			2016
Land		$	3		$	10
Building and building equipment	25 to 50	17			20
Leasehold improvements	Varies	247			236
Office furniture and equipment	3 to 15	784			719
Other	4 to 20	1			1
Construction in progress		24			54
Subtotal		1,076			1,040
Accumulated depreciation		(819		)	(757		)
Land, Buildings and Equipment, Net		$	257		$	283

Land, Buildings and Equipment Depreciation Expense

Depreciation expense and operating lease rent expense were as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Depreciation expense	$	125	$	130	$	126
Operating lease rent expense	$	375	$	378	$	389

Schedule of Future Minimum Operating Lease Non-cancelable Payments

Future minimum operating lease commitments that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2017 were as follows (in millions):



2018		2019		2020		2021		2022		Thereafter
$	163	$	119	$	80	$	53	$	31	$	52

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:	2017		2016		2015
Internal use software	$	36	$	39	$	27
Product software	10		10		19

Capitalized Costs, Internal Use and Product Software



(in millions)	December 31,
Capitalized Costs, Net	2017		2016
Internal use software	$	106	$	115
Product software	22		38

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2017

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 Industries			Public Sector			Total
Balance at December 31, 2015	$	2,467		$	2,405		$	4,872
Foreign currency translation	(24		)	(20		)	(44		)
Acquisitions	(2		)	—			(2		)
Disposition	(2		)	—			(2		)
Impairment	(935		)	—			(935		)
Balance at December 31, 2016	$	1,504		$	2,385		$	3,889
Foreign currency translation	19			28			47
Dispositions	(19		)	(14		)	(33		)
Assets held for sale	(105		)	(432		)	(537		)
Balance at December 31, 2017	$	1,399		$	1,967		$	3,366

Schedule of Finite-Lived Intangible Assets by Major Class

ntangible assets were comprised of the following:



		December 31, 2017						December 31, 2016
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	12 years	$	2,907	$	2,022	$	885	$	2,924	$	1,788	$	1,136
Technology, patents and non-compete	4 years	11		5		6		11		3		8
Total Intangible Assets		$	2,918	$	2,027	$	891	$	2,935	$	1,791	$	1,144

Restructuring and Asset Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2017

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of our restructuring program activity during the two years ended December 31, 2017 is as follows:



(in millions)	Severance and Related Costs			Lease Cancellation and Other Costs			Asset Impairments			Total
Balance at December 31, 2015	4			—			—			4
Restructuring provision	67			7			12			86
Reversals of prior accruals	(13		)	—			—			(13		)
Total Net Current Period Charges	54			7			12			73
Charges against reserve and currency	(43		)	(2		)	(11		)	(56		)
Balance at December 31, 2016	15			5			1			21
Restructuring provision	49			49			5			103
Reversals of prior accruals	(8		)	(3		)	—			(11		)
Total Net Current Period Charges	41			46			5			92
Charges against reserve and currency	(42		)	(17		)	(6		)	(65		)
Liabilities held for sale	—			(4		)	—			(4		)
Balance at December 31, 2017	$	14		$	30		$	—		$	44

Total Costs Incurred with Restructuring Programs, by Segment

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



	Year Ended December 31,
(in millions)	2017		2016		2015
Commercial Industries	$	60	$	57	$	11
Public Sector	28		12		2
Other⁽¹⁾	4		4		146
Total Net Restructuring Charges	$	92	$	73	$	159

________________


(1)	Refer to Note 5 – Land, Buildings, Equipment and Software, Net for additional information regarding the asset impairment in 2016 and 2015.

Debt (Tables)

12 Months Ended

Dec. 31, 2017

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, 2017⁽¹⁾		2017			2016

Term loan A due 2021	3.11	%	$	732		$	694
Term loan B due 2023	6.79	%	842			750
Senior notes due 2024	10.91	%	510			510
Capital lease obligations	4.39	%	33			43
Principal Debt Balance			$	2,117		$	1,997
Debt issuance costs and unamortized discounts			(56		)	(56		)
Less: current maturities			(82		)	(28		)
Total Long-term Debt			$	1,979		$	1,913

____________


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

Schedule of Maturities of Long-term Debt

Scheduled principal payments due on our long-term debt for the next five years and thereafter are as follows:



2018(1)		2019		2020		2021		2022		Thereafter		Total
$	82	$	72	$	85	$	560	$	9	$	1,309	$	2,117

_____________


(1)	Quarterly long-term debt maturities for 2018 are $21 million, $21 million, $21 million and $19 million for the first, second, third and fourth quarters, respectively.

Schedule Of Interest Expense And Interest Income

Interest expense and interest income was as follows:



	Year Ended December 31,
(in millions)	2017		2016		2015
Interest expense	$	137	$	14	$	8
Interest income	3		3		3

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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+ Details

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2017

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 as of December 31, 2017:



(in millions)	Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	62	$	—
Indian Rupee/U.S. Dollar	68		1
Mexican Peso/U.S. Dollar	9		—
All Other	21		—
Total Foreign Exchange Hedging	$	160	$	1

____________


(1)	Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2017.

Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Assets and Liabilities



	As of December 31,
(in millions)	2017		2016
Assets:
Foreign exchange contracts - forwards	$	2	$	1
Deferred compensation investments in cash surrender life insurance⁽¹⁾	—		99
Deferred compensation investments in mutual funds⁽¹⁾	—		10
Total	$	2	$	110
Liabilities:
Foreign exchange contracts - forwards	$	1	$	3
Deferred compensation plan liabilities⁽¹⁾	99		113
Total	$	100	$	116

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

The estimated fair values of our other financial assets and liabilities fair value measured on a nonrecurring basis were as follows:



	December 31, 2017				December 31, 2016
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	658	$	658	$	390	$	390
Restricted cash	9		9		22		22
Accounts receivable, net	1,104		1,104		1,286		1,286
Short-term debt	82		82		28		28
Long-term debt	1,979		2,070		1,913		1,933

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Schedule of Net Funded Status

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

December 31 is the measurement date for all of our defined benefit pension plans.



	Pension Benefits
	U.S. Plans						Non-U.S. Plans
(in millions)	2017			2016			2017			2016
Change in Benefit Obligation:
Benefit obligation, January 1	$	89		$	74		$	164		$	157
Service cost	—			—			2			2
Interest cost	4			3			5			5
Actuarial loss	10			13			5			27
Currency exchange rate changes	—			—			14			(19		)
Benefits paid/settlements	(1		)	(1		)	(12		)	(8		)
Benefit Obligation, December 31	$	102		$	89		$	178		$	164
Change in Plan Assets:
Fair value of plan assets, January 1	$	52		$	47		$	140		$	150
Actual return on plan assets	8			2			13			15
Employer contribution	3			4			5			2
Currency exchange rate changes	—			—			14			(19		)
Benefits paid/settlements	(1		)	(1		)	(12		)	(8		)
Fair Value of Plan Assets, December 31	$	62		$	52		$	160		$	140
Net Funded Status at December 31⁽¹⁾	$	(40	)	$	(37	)	$	(18	)	$	(24	)
Amounts Recognized in the Consolidated Balance Sheets:
Asset held for sale	$	—		$	—		$	1		$	—
Accrued compensation and benefit costs	—			—			—			(2		)
Liabilities held for sale	(40		)	—			(11		)	—
Pension and other benefit liabilities	—			(37		)	(8		)	(22		)
Net Amounts Recognized	$	(40	)	$	(37	)	$	(18	)	$	(24	)

_______________


(1)	Includes under-funded and un-funded plans.

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year

Benefit plans pre-tax amounts recognized in Accumulated other comprehensive loss (AOCL) at December 31:



	Pension Benefits
	U.S. Plans				Non-U.S. Plans
(in millions)	2017		2016		2017		2016
Net actuarial loss	$	38	$	31	$	42	$	42

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets

Aggregate information for pension plans with an Accumulated benefit obligation in excess of plan assets is presented below:



	December 31, 2017						December 31, 2016
(in millions)	Projected benefit obligation		Accumulated benefit obligation		Fair value of plan assets		Projected benefit obligation		Accumulated benefit obligation		Fair value of plan assets
Underfunded Plans:
U.S.	$	102	$	102	$	62	$	89	$	89	$	52
Non U.S.	60		55		46		162		156		140

Unfunded Plans:
Non U.S.	5		3		—		2		1		—

Total Underfunded and Unfunded Plans:
U.S.	$	102	$	102	$	62	$	89	$	89	$	52
Non U.S.	65		58		46		164		157		140
Total	$	167	$	160	$	108	$	253	$	246	$	192

Schedule of Defined Benefit Pension Assets and Obligations by Geography

Our pension plan assets and benefit obligations at December 31, 2017 were as follows:



(in millions)	Fair Value of Pension Plan Assets		Pension Benefit Obligations		Net Funded Status			Accumulated Benefit Obligation
U.S.	$	62	$	102	$	(40	)	$	102
U.K.	114		113		1			114
Canada	44		55		(11		)	53
Other	2		10		(8		)	5
Total	$	222	$	280	$	(58	)	$	274

Schedule of Components of Net Periodic Benefit Cost and Other Changes in Plan Assets and Benefit Obligations

The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows:



	Year Ended December 31,
	U.S. Plans									Non-U.S. Plans
(in millions)	2017			2016			2015			2017			2016			2015
Components of Net Periodic Benefit Costs:
Service cost	$	—		$	—		$	—		$	2		$	2		$	3
Interest cost	4			3			3			5			5			6
Expected return on plan assets	(5		)	(4		)	(4		)	(8		)	(8		)	(9		)
Recognized net actuarial loss	1			—			—			1			1			2
Net Periodic Benefit Cost	—			(1		)	(1		)	—			—			2
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
Net actuarial loss (gain)	7			13			4			(2		)	18			(9		)
Amortization of net actuarial loss	(1		)	—			—			(1		)	(1		)	(2		)
Total Recognized in Other Comprehensive Income	6			13			4			(3		)	17			(11		)
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income	$	6		$	12		$	3		$	(3	)	$	17		$	(9	)

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following tables presents the defined benefit plans assets measured at fair value and the basis for that measurement:



	December 31, 2017
(in millions)	U.S. Plans										Non-U.S. Plans
Asset Class	Level 1		Level 2		Level 3		Total		%		Level 1		Level 2		Level 3		Total		%
Cash and cash equivalents	$	1	$	—	$	—	$	1	2	%	$	3	$	—	$	—	$	3	2	%
Equity Securities	12		31		—		43		69	%	—		47		—		47		29	%
Fixed Income Securities	18		—		—		18		29	%	—		46		—		46		29	%
Other	—		—		—		—		—	%	—		55		9		64		40	%
Total Fair Value of Plan Assets	$	31	$	31	$	—	$	62	100	%	$	3	$	148	$	9	$	160	100	%



	December 31, 2016
(in millions)	U.S. Plans										Non-U.S. Plans
Asset Class	Level 1		Level 2		Level 3		Total		%		Level 1		Level 2		Level 3		Total		%
Cash and cash equivalents	$	3	$	—	$	—	$	3	6	%	$	—	$	—	$	—	$	—	—	%
Equity Securities	9		24		—		33		63	%	—		61		—		61		44	%
Fixed Income Securities	10		6		—		16		31	%	—		60		—		60		43	%
Other	—		—		—		—		—	%	—		11		8		19		13	%
Total Fair Value of Plan Assets	$	22	$	30	$	—	$	52	100	%	$	—	$	132	$	8	$	140	100	%

Schedule of Allocation of Plan Assets

The target asset allocations for our worldwide defined benefit pension plans were:



	2017		2016
	U.S.	Non-U.S.	U.S.	Non-U.S.
Equity investments	55%	28%	55%	41%
Fixed income investments	23%	43%	25%	45%
Real estate	—%	4%	—%	4%
Other	22%	25%	20%	10%
Total Investment Strategy	100%	100%	100%	100%

Schedule of Expected Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years:



	Pension Benefits
(in millions)	U.S.		Non-U.S.		Total
2018	$	2	$	4	$	6
2019	2		5		7
2020	2		5		7
2021	3		5		8
2022	3		5		8
Years 2023-2026	19		30		49

Schedule of Assumptions Used

Weighted-average assumptions used to determine benefit obligations at the plan measurement dates:



	Pension Benefits
	2017				2016				2015
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	3.8	%	2.9	%	4.2	%	3.2	%	4.3	%	3.9	%
Rate of compensation increase	n/a		0.8	%	n/a		1.0	%	n/a		1.0	%

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:



	Pension Benefits
	2018				2017				2016				2015
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	3.8	%	3.1	%	4.2	%	3.1	%	4.3	%	3.9	%	4.0	%	3.4	%
Expected return on plan assets	7.8	%	4.8	%	7.8	%	4.8	%	7.8	%	5.7	%	7.8	%	5.8	%
Rate of compensation increase	n/a		0.8	%	n/a		0.8	%	n/a		1.0	%	n/a		1.1	%

Income and Other Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

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



	Year Ended December 31,
(in millions)	2017			2016			2015
Domestic loss	$	(91	)	$	(1,329	)	$	(654	)
Foreign income	75			102			80
Loss Before Income Taxes	$	(16	)	$	(1,227	)	$	(574	)

Schedule of Components of Income Tax Expense (Benefit)

(Benefit) provision for income taxes were as follows:



	Year Ended December 31,
(in millions)	2017			2016			2015
Federal Income Taxes
Current	$	4		$	(116	)	$	(130	)
Deferred	(233		)	(132		)	(99		)
Foreign Income Taxes
Current	25			31			24
Deferred	(3		)	(3		)	6
State Income Taxes
Current	8			1			(17		)
Deferred	6			(25		)	(22		)
Total Benefit	$	(193	)	$	(244	)	$	(238	)

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 is as follows:



	Year Ended December 31,
	2017		2016		2015
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(155.9	)%	(19.0	)%	(1.3	)%
Effect of tax law changes	1,282.4	%	—	%	0.9	%
Change in valuation allowance for deferred tax assets	(39.5	)%	0.1	%	(1.0	)%
State taxes, net of federal benefit	1.2	%	1.8	%	4.2	%
Audit and other tax return adjustments	—	%	1.4	%	0.1	%
Tax-exempt income, credits and incentives	38.9	%	0.7	%	0.7	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	47.7	%	0.7	%	2.4	%
Other	(3.5	)%	(0.8	)%	0.5	%
Effective Income Tax Rate	1,206.3	%	19.9	%	41.5	%

____________


(1)	In 2017, nondeductible expenses primarily related to the nondeductible portion of the goodwill and officers life insurance.


(2)	The “U.S. taxation of foreign profits” represents the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries, except for transition tax, which is reported on the line Effect of tax law changes.

Schedule of Allocation of Income Tax Expense Benefit

Total income tax expense (benefit) was allocated as follows:



	Year Ended December 31,
(in millions)	2017			2016			2015
Pre-tax income	$	(193	)	$	(244	)	$	(238	)
Discontinued operations⁽¹⁾	3			—			81
Common shareholders' equity:
Changes in defined benefit plans	—			8			2
Stock option and incentive plans, net	—			—			(6		)
Total Income Tax Benefit	$	(190	)	$	(236	)	$	(161	)

_____________


(1)	Refer to Note 3 – Assets/Liabilities Held for Sale for additional information regarding discontinued operations.

Summary of Income Tax Contingencies

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



(in millions)	2017		2016			2015
Balance at January 1	$	14	$	24		$	32
Additions related to current year	—		1			3
Additions related to prior years positions	—		—			—
Reductions related to prior years positions	—		(5		)	(10		)
Settlements with taxing authorities⁽¹⁾	—		(5		)	—
Currency	1		(1		)	(1		)
Balance at December 31	$	15	$	14		$	24

_______________


(1)	2016 settlement results in $5 million cash paid.

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)	2017			2016
Deferred Tax Assets
Net operating losses	$	41		$	42
Operating reserves, accruals and deferrals	90			155
Deferred compensation	59			101
Pension	15			18
Other	45			44
Subtotal	250			360
Valuation allowance	(35		)	(24		)
Total	$	215		$	336

Deferred Tax Liabilities
Unearned income	$	134		$	217
Intangibles and goodwill	413			680
Depreciation	10			15
Other	25			29
Total	$	582		$	941

Total Deferred Taxes, Net	$	(367	)	$	(605	)

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2017

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)	2017		2016		2015
Stock-based compensation expense, pre-tax	$	42	$	23	$	19
Income tax benefit recognized in earnings	17		9		7

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

Summary of Stock-based Compensation Activity



	2017				2016				2015
(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	1,961		$	13.99	782		$	11.70	3,422		$	8.47
Granted	1,988		16.75		2,602		9.61		260		11.86
Vested	(215	)	19.98		(119	)	9.43		(2,768	)	7.83
Canceled	(609	)	15.88		(121	)	10.55		(132	)	9.52
Impact of spin-off⁽¹⁾	—		n/a		(1,183	)	n/a		—		n/a
Outstanding at December 31	3,125		16.29		1,961		13.99		782		11.70

Performance Stock Units / Shares
Outstanding at January 1	4,926		$	13.99	7,522		$	11.57	5,771		$	11.68
Granted	3,933		16.76		1,850		9.35		3,583		10.68
Vested	(1,696	)	19.67		—		—		(610	)	7.88
Canceled	(1,734	)	17.46		(1,478	)	11.96		(1,222	)	11.36
Impact of spin-off⁽¹⁾	—		n/a		(2,968	)	n/a		—		n/a
Outstanding at December 31	5,429		16.55		4,926		13.99		7,522		11.57

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2017 was as follows (in millions):

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

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



Awards	December 31, 2017
Restricted Stock Units / Shares	$	50
Performance Stock Units / Shares	88

Schedule of Stock options outstanding and exercisable

Information related to stock options outstanding and exercisable at December 31, 2017 was as follows:



(in millions)	Options
	Outstanding		Exercisable
Aggregate intrinsic value	$	6	$	6
Weighted-average remaining contractual life (years)	1.3		1.3

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

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



(in millions)	December 31, 2017						December 31, 2016						December 31, 2015
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	$	3	$	—	$	1	$	1	$	—	$	—	$	30	$	—	$	11
Performance Stock Units / Shares	25		—		10		—		—		—		7		—		2
Stock Options	3		6		1		3		9		1		14		19		5

Other Comprehensive (Loss) Income (Tables)

12 Months Ended

Dec. 31, 2017

Other Comprehensive Income [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Other Comprehensive Loss is comprised of the following:



	Year Ended December 31,
	2017						2016						2015
(in millions)	Pre-tax			Net of Tax			Pre-tax			Net of Tax			Pre-tax			Net of Tax
Translation Adjustments Gains (Losses)	$	35		$	35		$	(135	)	$	(135	)	$	(60	)	$	(60	)
Unrealized Gains (Losses):
Changes in fair value of cash flow hedges gains (losses)	1			1			(2		)	(1		)	(4		)	(2		)
Changes in cash flow hedges reclassed to earnings⁽¹⁾	2			1			2			1			5			3
Net Unrealized Gains (Losses)	3			2			—			—			1			1

Defined Benefit Plans Gains (Losses)
Net actuarial/prior service gains (losses)	(5		)	(4		)	(31		)	(23		)	5			4
Actuarial loss amortization/settlement⁽²⁾	2			2			1			1			2			2
Other gains (losses)⁽³⁾	(4		)	(3		)	3			2			2			1
Changes in Defined Benefit Plans Gains (Losses)	(7		)	(5		)	(27		)	(20		)	9			7

Other Comprehensive Income (Loss)	$	31		$	32		$	(162	)	$	(155	)	$	(50	)	$	(52	)

_____________________________


(1)	Reclassified to Cost of sales - refer to Note 9 – Financial Instruments for additional information regarding our cash flow hedges.


(2)	Reclassified to Total Net Periodic Benefit Cost - refer to Note 11 – Employee Benefit Plans for additional information.


(3)	Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.

Schedule of Accumulated Other Comprehensive Income (Loss)

AOCL is comprised of the following:



	December 31,
(in millions)	2017			2016			2015
Cumulative translation adjustments⁽¹⁾	$	(437	)	$	(472	)	$	(147	)
Other unrealized losses, net	1			(1		)	(1		)
Benefit plans net actuarial losses and prior service credits	(58		)	(53		)	(33		)
Total Accumulated Other Comprehensive Loss	$	(494	)	$	(526	)	$	(181	)

_____________________________


(1)	2016 includes $190 million of AOCL transferred from former parent as part of the spin-off.

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Basic and Diluted Earnings per Share

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



	Year Ended December 31,
(in millions, shares in thousands)	2017			2016			2015
Basic Earnings (Loss) per Share:
Net income (loss) from continuing operations attributable to Conduent	$	177		$	(983	)	$	(336	)
Accrued dividends on preferred stock	(10		)	—			—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	167			(983		)	(336		)
Net income (loss) from discontinued operations attributable to Conduent	4			—			(78		)
Adjusted Net Income (Loss) Available to Common Shareholders	$	171		$	(983	)	$	(414	)

Weighted-average common shares outstanding	204,007			202,875			202,875
Basic Earnings (Loss) per Share:
Continuing operations	$	0.82		$	(4.85	)	$	(1.65	)
Discontinued operations	0.02			—			(0.39		)
Basic Earnings (Loss) per Share	$	0.84		$	(4.85	)	$	(2.04	)

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations attributable to Conduent	$	177		$	(983	)	$	(336	)
Accrued dividends on preferred stock	(10		)	—			—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	167			(983		)	(336		)
Net income (loss) from discontinued operations attributable to Conduent	4			—			(78		)
Adjusted Net Income (Loss) Available to Common Shareholders	$	171		$	(983	)	$	(414	)

Weighted-average common shares outstanding	204,007			202,875			202,875
Common shares issuable with respect to:
Stock options	195			—			—
Restricted stock and performance units / shares	2,491			—			—
Convertible preferred stock	—			—			—
Adjusted Weighted Average Common Shares Outstanding	206,693			202,875			202,875

Diluted Earnings (Loss) per Share:
Continuing operations	$	0.81		$	(4.85	)	$	(1.65	)
Discontinued operations	0.02			—			(0.39		)
Diluted Earnings (Loss) per Share	$	0.83		$	(4.85	)	$	(2.04	)

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):
Stock Options	—			857			—
Restricted stock and performance shares	2,568			5,719			—
Convertible preferred stock	5,393			5,393			—
Total Securities	7,961			11,969			—

Related Party and Former Parent Investment (Tables)

12 Months Ended

Dec. 31, 2017

Allocation of related party expenses [Table Text Block]

Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of costs, headcount and/or other measures we have determined as reasonable.



	Year Ended December 31,
(in millions)	2016		2015
Research and development	$	25	$	43
Selling, general and administrative	140		127
Total Allocated Corporate Expenses	$	165	$	170

The components of Net transfers to former parent and the reconciliation to the corresponding amount presented on the Consolidated Statements of Cash Flows are as follows:



(in millions)	Year Ended December 31,
	2016			2015
Cash pooling and general financing activities	$	(466	)	$	(396	)
Corporate cost allocations	165			170
Income taxes	(157		)	168
Divestitures and acquisitions, net	54			(742		)
Capitalization of related party notes payable	—			1,017
Total net transfers (to) from former parent	(404		)	217
Stock-based compensation	(23		)	(19		)
Capitalization of related party notes payable	—			(1,017		)
Net payments on notes payable with former parent company	(1,132		)	(91		)
Other, net	(161		)	147
Total Net payments to former parent company per Consolidated Statements of Cash Flows	$	(1,720	)	$	(763	)

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restricted Cash, Current		$ 9	$ 22
Corporate allocations			165	$ 170
Customer-related deferred set-up transition and inducement costs		55	63	$ 65
Deferred set-up costs, current		126	137
Amortization of Customer Contract Costs CY Plus 1		54
Amortization of Customer Contract Costs CY Plus 2		22
Amortization of Customer Contract Costs CY Plus 3		13
Amortization of Customer Contract Costs CY Plus 4		9
Amortization of Customer Contract Costs CY Plus 5		6
Amortization of Customer Contract Costs CY Plus 6 and Beyond		22
Assets held for sale		757	0
Liabilities held for sale		$ 169	$ 0
Continuing Operations [Member]
Weighted average life, services revenue, deferred set-up costs	9 years		8 years

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) primaryreportablesegment	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Segment Reporting Information [Line Items]
Reportable segments, number \| primaryreportablesegment	2
Revenue	$ 5,980	$ 6,358	$ 6,609
Related party revenue	42	50	53
Inter-company revenue	0	0	0
Total Revenues	6,022	6,408	6,662
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	254	333	350
Segment profit (loss)	417	196	(63)
Commercial Industries [Member]
Segment Reporting Information [Line Items]
Revenue	3,486	3,729	3,970
Related party revenue	42	50	54
Inter-company revenue	20	26	35
Total Revenues	3,548	3,805	4,059
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	162	162	160
Segment profit (loss)	182	151	148
Public Sector [Member]
Segment Reporting Information [Line Items]
Revenue	2,160	2,300	2,324
Related party revenue	0	1	0
Inter-company revenue	3	7	7
Total Revenues	2,163	2,308	2,331
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	85	102	118
Segment profit (loss)	245	293	298
Other [Member]
Segment Reporting Information [Line Items]
Revenue	334	329	315
Related party revenue	0	(1)	(1)
Inter-company revenue	(23)	(33)	(42)
Total Revenues	311	295	272
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	7	69	72
Segment profit (loss)	$ (10)	$ (248)	$ (509)

Segment Reporting - Reconciliation Of Operating Profit (Loss) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reconciling items:
Total Segment Profit (Loss)		$ 417	$ 196	$ (63)
Goodwill, Impairment Loss	$ 935	0	935	0
Amortization of intangible assets		243	280	250
Restructuring and related costs		101	101	159
Interest expense		137	14	8
Related party interest		0	26	61
Separation costs		12	44	0
(Gain) loss on sale of asset and businesses		(42)	2	0
Business transformation costs		0	3	3
Other (income) expenses, net		(18)	18	30
Total Segment Profit (Loss)		$ (16)	$ (1,227)	$ (574)

Segment Reporting - Revenue and Long-lived Assets by Geography (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

$ 6,022

$ 6,408

$ 6,662

^[1]

385

436

5,303

5,686

5,849

^[1]

289

325

Europe

538

547

616

^[1]

Other areas

181

175

$ 197

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

^[1]

$ 54

$ 64

[1]	_(1)Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net and (iii) Product software,

Assets/Liabilities Held for Sale Divestitures Balance Sheet Accounts (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounts receivable, net	$ 1,104	$ 1,286
Other current assets	180	241
Land, buildings and equipment, net	257	283
Intangible assets, net	891	1,144
Goodwill	3,366	3,889	$ 4,872
Assets held for sale	757	0
Accounts payable	138	164
Unearned income	151	206
Other current liabilities	493	611
Deferred taxes	384	$ 619
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Accounts receivable, net	160
Other current assets	41
Land, buildings and equipment, net	6
Product Software, net	3
Intangible assets, net	7
Goodwill	537
Other long-term assets	3
Assets held for sale	757
Accounts payable	9
Accrued compensation	20
Unearned income	30
Other current liabilities	53
Pension and other benefit obligations	50
Other long-term liabilities	7
Total Liabilities held for sale	$ 169

Divestitures (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2016

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Income tax expense - discontinued operations

^[1]

$ 3

$ 0

$ 81

Loss from discontinued operations, net of tax

$ 4

$ (78)

ITO [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued operations, gain (loss) from disposal of discontinued operations adjustment before tax

(24)

Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax

(14)

Additional Pre-tax loss on disposal and adjustment to final sales price

$ (52)

Payment/adjustment to sales price

$ 28

Revenue

619

Income (loss) from operations

104

Loss on disposal

101

Net income (loss) before income taxes

Income tax expense - discontinued operations

(81)

Loss from discontinued operations, net of tax

(78)

Operating lease rent expense

130

Defined contribution plans

Interest expense

Cost of additions to land, buildings, and equipment

Cost of additions to internal use software

$ 10

[1]	Refer to Note 3 – Assets/Liabilities Held for Sale for additional information regarding discontinued operations.

Accounts Receivable, Net (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts Receivable, Net, Current

$ 1,104

$ 1,286

Billable contracts receivable to be invoiced in the subsequent month

364

429

Accounts receivable sales

250

$ 325

Accounts Receivable [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Amounts billed or billable

919

1,014

Unbilled contract receivables

187

279

Allowance for doubtful accounts

(2)

(7)

Estimated increase (decrease) to operating cash flows

^[1]

$ 0

$ (136)

$ 58

[1]	Represents the difference between current and prior year fourth quarter receivable sales adjusted for the effects of: (i) deferred proceeds, (ii) collections prior to the end of the year and (iii) currency.

Land, Buildings, Equipment and Software, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant, Equipment and Software [Line Items]
Land, buildings and equipment, gross	$ 1,076	$ 1,040
Accumulated depreciation	(819)	(757)
Land, Buildings and Equipment, Net	257	283
Land [Member]
Property, Plant, Equipment and Software [Line Items]
Land	3	10
Building and building equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Buildings and Improvements, Gross	17	20
Leasehold Improvements [Member]
Property, Plant, Equipment and Software [Line Items]
Leasehold Improvements, Gross	247	236
Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Furniture and Fixtures, Gross	784	719
Other [Member]
Property, Plant, Equipment and Software [Line Items]
Other Land, Building, Equipment and Software	1	1
Construction in progress [Member]
Property, Plant, Equipment and Software [Line Items]
Construction in Progress, Gross	$ 24	$ 54
Minimum [Member] \| Building and building equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Minimum [Member] \| Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] \| Other [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	4 years
Maximum [Member] \| Building and building equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Maximum [Member] \| Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Maximum [Member] \| Other [Member]
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Useful Life	20 years

Land, Buildings, Equipment and Software, Net - Depreciation Expense, Operating Lease Rent Expense, Minimum Operating Lease Commitments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Land, Buildings, Equipment and Software, Net [Abstract]
Depreciation expense	$ 125	$ 130	$ 126
Operating lease rent expense	375	378	389
Capital Leased Property Plant and Equipment Net Book Value	32	42
Amortization of Internal Use Software	36	39	27
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, Future Minimum Payments Receivable, Current	163
Operating Leases, Future Minimum Payments Receivable, in Two Years	119
Operating Leases, Future Minimum Payments Receivable, in Three Years	80
Operating Leases, Future Minimum Payments Receivable, in Four Years	53
Operating Leases, Future Minimum Payments Receivable, in Five Years	31
Operating Leases, Future Minimum Payments Receivable, Thereafter	52
Capitalized Computer Software, Additions	$ 10	$ 10	$ 19

Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Property, Plant, Equipment and Software [Line Items]
Product software	$ 10	$ 10	$ 19
Internal use software	106	115
Product software	$ 22	38
Internal Use and Product Software, Useful Lives Minimum	1 year
Internal Use and Product Software, Useful Lives Maximum	7 years
Increase (decrease) in restructuring liabilities	$ 34	27	140
Government services [Member]
Property, Plant, Equipment and Software [Line Items]
Product software	2	3
Software Implementation Charge - Cost of Goods Sold	$ 28		14
Capitalized Computer Software, Impairments			160
Increase (decrease) in restructuring liabilities		$ 9	$ 146

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Beginning Balance, Goodwill		$ 3,889	$ 4,872
Foreign currency translation		47	(44)
Goodwill, disposal during year		(33)
Goodwill, Impairment Loss	$ (935)	0	(935)	$ 0
Ending Balance, Goodwill	3,889	3,366	3,889	4,872
Commercial Industries segment [Member]
Goodwill [Roll Forward]
Beginning Balance, Goodwill		1,504	2,467
Foreign currency translation		19	(24)
Goodwill, disposal during year		(19)
Goodwill, Impairment Loss			(935)
Ending Balance, Goodwill	1,504	1,399	1,504	2,467
Public Sector [Member]
Goodwill [Roll Forward]
Beginning Balance, Goodwill		2,385	2,405
Foreign currency translation		28	(20)
Goodwill, disposal during year		(14)
Goodwill, Impairment Loss			0
Ending Balance, Goodwill	$ 2,385	1,967	2,385	$ 2,405
RSA Medical LLC [Member]
Goodwill [Roll Forward]
Goodwill acquired during period			(2)
RSA Medical LLC [Member] \| Commercial Industries segment [Member]
Goodwill [Roll Forward]
Goodwill acquired during period			(2)
RSA Medical LLC [Member] \| Public Sector [Member]
Goodwill [Roll Forward]
Goodwill acquired during period			0
Nuova Karel Solutions [Member]
Goodwill [Roll Forward]
Goodwill, disposal during year			(2)
Nuova Karel Solutions [Member] \| Commercial Industries segment [Member]
Goodwill [Roll Forward]
Goodwill, disposal during year			(2)
Nuova Karel Solutions [Member] \| Public Sector [Member]
Goodwill [Roll Forward]
Goodwill, disposal during year			$ 0
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Goodwill [Roll Forward]
Goodwill held for sale		(537)
Ending Balance, Goodwill		537
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] \| Commercial Industries segment [Member]
Goodwill [Roll Forward]
Goodwill held for sale		(105)
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] \| Public Sector [Member]
Goodwill [Roll Forward]
Goodwill held for sale		$ (432)

Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,918	$ 2,935
Accumulated Amortization	2,027	1,791
Net Amount	891	1,144
Amortization of Intangible Assets	243	280	$ 250
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2018	241
2019	241
2020	238
2021	134
2022	$ 12
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	12 years
Gross Carrying Amount	$ 2,907	2,924
Accumulated Amortization	2,022	1,788
Net Amount	$ 885	1,136
Technology, patents and non-compete [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	4 years
Gross Carrying Amount	$ 11	11
Accumulated Amortization	5	3
Net Amount	6	$ 8
Commercial Industries segment [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	492
Public Sector [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	$ 399

Restructuring and Asset Impairment Charges (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Net current period restructuring charges, continuing operations

$ 92

$ 73

$ 159

103

(11)

(13)

(4)

(65)

(56)

Strategic transformation costs

Commercial Industries [Member]

Net current period restructuring charges, continuing operations

Public Sector [Member]

Net current period restructuring charges, continuing operations

All Other Segments [Member]

Net current period restructuring charges, continuing operations

146

^[1]

Employee Severance [Member]

(8)

(13)

(42)

(43)

Lease Cancellation and Other Costs [Member]

(3)

(4)

(17)

(2)

Asset Impairments [Member]

(6)

(11)

$ 0

$ 1

$ 0

[1]	(1)Refer to Note 5 – Land, Buildings, Equipment and Software, Net for additional information regarding the asset impairment in 2016 and 2015

Debt - Long-term Debt (Details)
€ in Millions, $ in Millions

12 Months Ended

Dec. 31, 2016

USD ($)

Dec. 31, 2016

EUR (€)

Dec. 31, 2017

USD ($)

Dec. 07, 2016

USD ($)

Debt issuance costs and unamortized discounts

$ (56)

Less: current maturities

(28)

(82)

Total Long-term Debt

1,913

1,979

Long-term debt from continuing operations, maturities, repayments of principal debt in next twelve months

^[1]

Long-term Debt from Continuing Operations, Maturities, Repayments of Principal Debt in Year Two

Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Three

Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Four

560

Long-term Debt from Continuing Operations, Maturities, Repayments of Principal in Year Five

Long-term Debt from Continuing Operations, Maturities, Repayments of Principal after Year Five

1,309

Long-term Debt from Continuing Operations, Gross

2,117

Long-term Debt Maturities, Current Year by Quarter, First

Long-term Debt Maturities, Subsequent Year by Quarter, Second

Long-term Debt Maturities, Current Year by Quarter, Third

Long-term Debt Maturities, Current Year by Quarter, Fourth

$ 19

Term Loan A due 2021 [Member]

Long term debt, net of translation

^[2]

3.11%

694

$ 732

Proceeds from Issuance of Debt

$ 700

700

€ 278

Term Loan B due 2023 [Member]

^[2]

6.79%

Proceeds from Issuance of Debt

750

$ 842

$ 850

850

Senior Notes due 2024 [Member]

10.91%

Capital Lease Obligations [Member]

510

$ 510

^[2]

4.39%

$ 33

Principal Debt Balance

Foreign Exchange Contracts [Line Items]

$ 1,997

$ 2,117

[1]	Quarterly long-term debt maturities for 2018 are $21 million, $21 million, $21 million and $19 million for the first, second, third and fourth quarters, respectively
[2]	Represents weighted average effective interest rate which includes the effect of discounts and premiums on issued debt.

Debt - Commercial Paper and Credit Facility (Details) € in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2016 EUR (€)	Dec. 31, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 07, 2016 USD ($)
Line of Credit Facility [Line Items]
credit facility annual facility fee - low	0.35%
credit facility annual facility fee - high	0.40%
Line of Credit Facility, Fair Value of Amount Outstanding	$ 1,574
Letters of Credit Outstanding, Amount			$ 12
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Amortization Expense			47
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit Facility All-in Interest Rate, Low	1.00%	1.00%
Credit Facility All-in Interest Rate, High	1.50%	1.50%
LIBOR Plus All-in Spread, Low	2.00%	2.00%
LIBOR All-in Spread, High	2.50%	2.50%
Credit Facility Leverage Terms Low	225.00%	225.00%
Credit Facility Leverage Terms	100.00%	100.00%
Credit Facility Leverage Terms Foreign Subsidiary	65.00%	65.00%
Credit Facility Subsidiary Leverage Terms Low	4.25	4.25
Credit Facility Subsidiary Leverage Terms High	1.00	1.00
Credit Facility Subsidiary Leverage Terms Low after Sept 30, 2018	3.75	3.75
Credit Facility Leverage Terms High after September 30, 2018	1.00	1.00
Term Loan B due 2023 [Member]
Line of Credit Facility [Line Items]
Credit Facility All-in Interest Rate, Low	2.00%	2.00%
LIBOR Plus All-in Spread, Low	3.00%	3.00%
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 200
Line of Credit Facility, Maximum Borrowing Capacity					$ 300
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					750
Senior Notes due 2019 - 2.77% [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility	$ 510
Debt Instrument, Interest Rate, Stated Percentage	10.50%
Deferred finance costs, net	$ 17
Term Loan A due 2021 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility					700
Proceeds from Issuance of Debt	700	€ 278
Term Loan B due 2023 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility	750		$ 842		$ 850
Proceeds from Issuance of Debt	$ 850
Debt Instrument, Redemption, Period Two [Member] \| Senior Notes [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Price, Percentage	100.00%	100.00%
Debt Instrument, Redemption, Period One [Member] \| Senior Notes [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Price, Percentage	110.50%	110.50%
Debt Instrument, Redemption Percentage	35.00%	35.00%

Debt - Interest Income/Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Interest Paid	$ 129	$ 5	$ 9
Interest Expense	137	14	8
Interest Income	$ 3	$ 3	$ 3

Financial Instruments - Foreign Exchange Risk Management (Details)
$ in Millions

Dec. 31, 2017

USD ($)

Average Maturity of Foreign Exchange Hedging Contracts - within Three Months

68.00%

Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months

12.00%

Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months

15.00%

Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months

5.00%

Summary of Foreign Exchange Hedging Positions [Abstract]

Philippine Peso U.S. Dollar [Member]

$ 160

Summary of Foreign Exchange Hedging Positions [Abstract]

Indian Rupee U S Dollar Member

Summary of Foreign Exchange Hedging Positions [Abstract]

Mexican Peso U. S. Dollar [Member]

Summary of Foreign Exchange Hedging Positions [Abstract]

All Other Currency [Member]

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member]

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member] | Philippine Peso U.S. Dollar [Member]

^[1]

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member] | Indian Rupee U S Dollar Member

^[1]

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member] | Mexican Peso U. S. Dollar [Member]

^[1]

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member] | All Other Currency [Member]

^[1]

Summary of Foreign Exchange Hedging Positions [Abstract]

$ 0

^[1]

[1]	Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2017.

Fair Value of Financial Assets and Liabilities - Recurring (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Assets:
Deferred compensation investments in cash surrender life insurance		$ 0	$ 99
Deferred compensation investments in mutual funds		0	10
Total		2	110
Liabilities:
Foreign exchange contracts - forwards		1	3
Deferred compensation plan liabilities		99	113
Total		100	116
Fair Value, Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Foreign exchange contracts - forwards [Member]
Assets:
Foreign exchange contracts - forwards		$ 2	$ 1
Scenario, Forecast [Member]
Liabilities:
Coli Plan Termination	$ 100

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 658	$ 390
Restricted cash - related party	9	22
Accounts receivable, net	1,104	1,286
Short-term debt	82	28
Long-term debt	1,979	1,913
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	658	390
Restricted cash - related party	9	22
Accounts receivable, net	1,104	1,286
Short-term debt	82	28
Long-term debt	$ 2,070	$ 1,933

Employee Benefit Plans (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Fair value of plan assets -beginning

$ 192

Amounts Recognized in the Consolidated Balance Sheets:

222

$ 192

Pension and other benefit liabilities

(4)

(172)

Foreign Plan [Member]

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

Benefit obligation - beginning

164

157

$ 3

Actuarial loss

(19)

178

164

157

Fair value of plan assets -beginning

140

150

Actual return on plan assets

Employer contribution

(19)

160

140

150

Amounts Recognized in the Consolidated Balance Sheets:

^[1]

(18)

(24)

Other long-term assets

Accrued compensation and benefit costs

(2)

Pension liabilities held for sale

(11)

Pension and other benefit liabilities

(8)

(22)

Net Amounts Recognized

(18)

(24)

Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract]

Net actuarial loss

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

Benefit obligation - beginning

Actuarial loss

102

Fair value of plan assets -beginning

Actual return on plan assets

Employer contribution

$ 47

Amounts Recognized in the Consolidated Balance Sheets:

^[1]

(40)

(37)

Other long-term assets

Accrued compensation and benefit costs

Pension liabilities held for sale

(40)

Pension and other benefit liabilities

(37)

Net Amounts Recognized

(40)

(37)

Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract]

Net actuarial loss

$ 31

Pension Plan [Member] | UNITED KINGDOM

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

113

114

Pension Plan [Member] | Canada

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

Pension Plan [Member] | Funded and Unfunded Plans [Member]

(11)

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

280

222

Pension Plan [Member] | Defined Benefit Pension Plans - Total Underfunded and Unfunded Plans [Member] | United States

(58)

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

102

Pension Plan [Member] | Funded [Member] | Pension Plans All Other Countries [Member]

(40)

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

Pension Plan [Member] | Underfunded [Member] | Pension Plans All Other Countries [Member]

Total Underfunded and Unfunded Plans [Member]

$ (8)

[1]	Includes under-funded and un-funded plans.

Employee Benefit Plans - Accumulated Benefit Obligation in Excess of Plan Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

$ 167

$ 253

160

246

108

192

102

$ 74

United States | Underfunded [Member]

^[1]

(40)

(37)

102

102

United States | Total Underfunded and Unfunded Plans [Member]

102

102

Foreign Plan [Member]

178

164

$ 157

Foreign Plan [Member] | Underfunded [Member]

^[1]

(18)

(24)

162

156

Foreign Plan [Member] | Unfunded [Member]

140

Foreign Plan [Member] | Total Underfunded and Unfunded Plans [Member]

164

157

Pension Plan [Member] | Funded and Unfunded Plans [Member]

$ 140

280

Defined Benefit Plan, Accumulated Benefit Obligation

(58)

274

Pension Plan [Member] | Pension Plans All Other Countries [Member] | Underfunded [Member]

Defined Benefit Plan, Accumulated Benefit Obligation

(8)

Pension Plan [Member] | Pension Plans All Other Countries [Member] | Funded [Member]

Pension Plan [Member] | Canada

Defined Benefit Plan, Accumulated Benefit Obligation

(11)

Pension Plan [Member] | UNITED KINGDOM

113

Defined Benefit Plan, Accumulated Benefit Obligation

114

Pension Plan [Member] | United States | Total Underfunded and Unfunded Plans [Member]

102

Defined Benefit Plan, Accumulated Benefit Obligation

(40)

$ 102

[1]	Includes under-funded and un-funded plans.

Employee Benefit Plans - Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net actuarial loss (gain)

$ (5)

$ (31)

$ 5

Amortization of net actuarial loss

^[1]

(2)

(1)

(2)

Total Recognized in Other Comprehensive Income

(9)

Benefit plans net actuarial loss [Member] | Pension Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Expected return on plan assets

(5)

(4)

Recognized net actuarial loss

Net Periodic Benefit Cost

(1)

Net actuarial loss (gain)

Amortization of net actuarial loss

(1)

Total Recognized in Other Comprehensive Income

Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income

Foreign Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Expected return on plan assets

(8)

(9)

Recognized net actuarial loss

Net Periodic Benefit Cost

Net actuarial loss (gain)

(2)

(9)

Amortization of net actuarial loss

(1)

(2)

Total Recognized in Other Comprehensive Income

(3)

(11)

Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income

$ (3)

$ 17

$ (9)

[1]	Reclassified to Total Net Periodic Benefit Cost - refer to Note 11 – Employee Benefit Plans for additional information.

Employee Benefit Plans - Plan Amendments and Assets (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	$ 222	$ 192

Employee Benefit Plans - Investment Strategy (Details)	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Pension Plan Assets, Investment Strategy	1.00	1.00
United States
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Equity investments, percent	55.00%	55.00%
Fixed income investments, percent	0.23	0.25
Real estate, percent	0.00	0.00
Other, percent	0.22	0.20
Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Equity investments, percent	28.00%	41.00%
Fixed income investments, percent	0.43	0.45
Real estate, percent	0.04	0.04
Other, percent	0.25	0.10
Pension Plan Assets, Investment Strategy	1.00	1.00

Employee Benefit Plans - Contributions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2018		$ 6
2019		7
2020		7
2021		8
2022		8
Years 2023-2026		49
Post employment benefit plan contributions by employer		35	$ 35	$ 34
Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit pension plan contributions by employer		8
Defined Benefit Plans, Future Employer Contributions in Next Fiscal Year		8
United States
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit pension plan contributions by employer		3
Defined Benefit Plans, Future Employer Contributions in Next Fiscal Year		0
2018		2
2019		2
2020		2
2021		3
2022		3
Years 2023-2026		$ 19
Discount rate assumptions used to determine benefit obligations		3.80%	4.20%	4.30%
Discount rate assumptions used to determine net periodic benefit costs		4.20%	4.30%	4.00%
Expected return on plan assets assumptions used to determine net periodic benefit cost		7.80%	7.80%	7.80%
Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit pension plan contributions by employer		$ 5
Defined Benefit Plans, Future Employer Contributions in Next Fiscal Year		8
2018		4
2019		5
2020		5
2021		5
2022		5
Years 2023-2026		$ 30
Discount rate assumptions used to determine benefit obligations		2.90%	3.20%	3.90%
Rate of compensation increase assumptions used to determine benefit obligation		0.80%	1.00%	1.00%
Discount rate assumptions used to determine net periodic benefit costs		3.10%	3.90%	3.40%
Expected return on plan assets assumptions used to determine net periodic benefit cost		4.80%	5.70%	5.80%
Rate of compensation increase assumptions used to determine net periodic benefit cost		0.80%	1.00%	1.10%
Scenario, Forecast [Member] \| United States
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate assumptions used to determine net periodic benefit costs	3.80%
Expected return on plan assets assumptions used to determine net periodic benefit cost	7.80%
Scenario, Forecast [Member] \| Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate assumptions used to determine net periodic benefit costs	3.10%
Expected return on plan assets assumptions used to determine net periodic benefit cost	4.80%
Rate of compensation increase assumptions used to determine net periodic benefit cost	0.80%

Income and Other Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
tax enacted law benefit	$ 198
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	210
Domestic loss	(91)	$ (1,329)	$ (654)
Foreign income	75	102	80
Loss Before Income Taxes	$ (16)	$ (1,227)	$ (574)
U.S. federal statutory income tax rate	35.00%	35.00%	35.00%
Minimum [Member]
U.S. federal statutory income tax rate	35.00%
Maximum [Member]
U.S. federal statutory income tax rate	21.00%
one time charge [Member]
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	$ 12

Income and Other Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Current Federal Tax (Benefit) Expense	$ 4	$ (116)	$ (130)
Deferred Federal Income Tax Expense	(233)	(132)	(99)
Current Foreign Tax Expense	25	31	24
Deferred Foreign Income Tax Expense (Benefit)	(3)	(3)	6
Current State Tax Expense	8	1	(17)
Deferred State Income Tax Expense	6	(25)	(22)
Total Benefit	$ (193)	$ (244)	$ (238)

Income and Other Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Income Tax Disclosure [Abstract]

U.S. federal statutory income tax rate

35.00%

Nondeductible expenses(1)

(155.90%)

(19.00%)

(1.30%)

Effect of tax law changes

1282.40%

0.00%

0.90%

Change in valuation allowance for deferred tax assets

(39.50%)

0.10%

(1.00%)

State taxes, net of federal benefit

1.20%

1.80%

4.20%

Audit and other tax return adjustments

0.00%

1.40%

0.10%

Tax-exempt income, credits and incentives

38.90%

0.70%

Foreign rate differential adjusted for U.S. taxation of foreign profits

^[1]

47.70%

0.70%

2.40%

Other

(3.50%)

(0.80%)

0.50%

Effective Income Tax Rate

1206.30%

19.90%

41.50%

Income Taxes Paid

$ 29

$ (123)

$ 194

[1]	The “U.S. taxation of foreign profits” represents the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries, except for transition tax, which is reported on the line Effect of tax law changes.

Income and Other Taxes - Allocation of Income Tax Expense Benefit (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Income Tax Interperiod Allocaion [Line Items]

Pre-tax income

$ (193)

$ (244)

$ (238)

Discontinued Operation, Tax Effect of Discontinued Operation

^[1]

Stock option and incentive plans, net

(6)

Total Income Tax Benefit

(190)

(236)

(161)

Defined Benefit Pension Plans, Defined Benefit [Member]

Income Tax Interperiod Allocaion [Line Items]

Other comprehensive income (loss), tax

$ 0

$ 8

$ 2

[1]	Refer to Note 3 – Assets/Liabilities Held for Sale for additional information regarding discontinued operations.

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]

Income and Other Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Balance, Beginning

$ 14

$ 24

$ 32

Additions related to current year

(5)

(10)

Settlements with taxing authorities

^[1]

(5)

Currency

(1)

Balance, Ending

Cash paid as result of settlement

(5)

Unrecognized Tax Benefits, Reasonably Possible but Uncertainty of Timing

unrecognized tax benefits, other uncertain tax positions offsetting benefits from other jurisdictions

Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued

$ 6

$ 4

$ 14

[1]

Income and Other Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards [Line Items]
Undistributed Earnings of Foreign Subsidiaries	$ 253
Net operating losses	41	$ 42
Operating reserves, accruals and deferrals	90	155
Deferred compensation	59	101
Pension	15	18
Other	45	44
Subtotal	250	360
Valuation allowance	(35)	(24)
Total	215	336
Unearned income	134	217
Intangibles and goodwill	413	680
Depreciation	10	15
Other	25	29
Total	582	941
Total Deferred Taxes, Net	(367)	(605)
Valuation Allowance, Deferred Tax Asset, Change in Amount	(11)	$ 14
Deferred Tax Assets, Tax Credit Carryforwards	27
Net Operating Loss Carryforwards, Expire	422
Carryforward Indefinitely [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 43

Contingencies and Litigation - Other Contingencies (Details) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Guarantor Obligations [Line Items]
Loss Contingency, Allegations	2000000000
Surety Bond [Member]
Guarantor Obligations [Line Items]
Damages sought, multiplier of overpayment amount	$ 576	$ 576
Other contingencies letter of credits [Member]
Guarantor Obligations [Line Items]
Damages sought, multiplier of overpayment amount	256	256
Federal Family Education Loan Program (FFELP) Guaranteed Loans [Member]
Guarantor Obligations [Line Items]
Outstanding principal balance - student loan portfolio	5,200	5,200
Reserves for losses on defaulted loans	$ 1	$ 1
State Of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC [Member]
Guarantor Obligations [Line Items]
Loss Contingency, Damages Sought, Multiplier Of Overpayment Amounts		3

Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Equity [Abstract]
Preferred stock, XRX separation shares issued (in shares) \| shares	120
Preferred Stock, Liquidation Preference, Value	$ 120.0
Preferred stock aggregate fair value	$ 142.0
Preferred stock, dividend rate, percentage	8.00%
Preferred stock annual dividends	$ 9.6
Common Stock, Conversion Basis	44.9438
Preferred stock converted into common shares (in shares) \| shares	5,393
Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share) \| $ / shares	$ 22.250
Convertible Preferred Stock, Terms of Conversion	1.3694

Shareholder's Equity - Stock (Details) shares in Millions	Dec. 31, 2017 $ / shares shares
Class of Stock [Line Items]
Preferred Stock, Shares Authorized (in shares)	100.0
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.01
Common Stock, Shares Authorized (in shares)	1,000.0
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.01
Incentive compensation [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	15.0
Preferred Stock [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	5.4

Shareholders' Equity - Total Stock-based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 42	$ 23	$ 19
Income tax benefit recognized in earnings	$ 17	$ 9	$ 7
Officers and Select Executives [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	3 years
Officers and Select Executives [Member] \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	3 years
Share-based Compensation Arrangement by Share-based Payment Award - Maximum over-achievement	100.00%
Award vesting period	3 years

Shareholders' Equity - Share-based Compensation, Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restricted Stock Units (RSUs) [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	1,961	782	3,422
Granted (in shares)	1,988	2,602	260
Vested (in shares)	(215)	(119)	(2,768)
Cancelled (in shares)	(609)	(121)	(132)
Impact of Spin-off (in shares)	0	(1,183)	0
Outstanding at December 31 (in shares)	3,125	1,961	782
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 13.99	$ 11.70	$ 8.47
Granted (in dollars per share)	16.75	9.61	11.86
Vested (in dollars per share)	19.98	9.43	7.83
Cancelled (in dollars per share)	15.88	10.55	9.52
Outstanding at December 31 (in dollars per share)	$ 16.29	$ 13.99	$ 11.70
Performance Shares [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	4,926	7,522	5,771
Granted (in shares)	3,933	1,850	3,583
Vested (in shares)	(1,696)	0	(610)
Cancelled (in shares)	(1,734)	(1,478)	(1,222)
Impact of Spin-off (in shares)	0	(2,968)	0
Outstanding at December 31 (in shares)	5,429	4,926	7,522
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 13.99	$ 11.57	$ 11.68
Granted (in dollars per share)	16.76	9.35	10.68
Vested (in dollars per share)	19.67	0.00	7.88
Cancelled (in dollars per share)	17.46	11.96	11.36
Outstanding at December 31 (in dollars per share)	$ 16.55	$ 13.99	$ 11.57

Shareholders' Equity - Share-based Compensation, Stock Option Activity (Details) - Stock Options [Member] shares in Thousands	Dec. 31, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares) \| shares	348
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable, Weighted Average (in dollars per share)	$ 10.15
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable, Weighted Average (in dollars per share)	$ 11.38

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 57
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 27
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year 10 months 18 days
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 30
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year 7 months 5 days

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2017 USD ($)
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Aggregate intrinsic value of outstanding non option awards	$ 50
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Aggregate intrinsic value of outstanding non option awards	$ 88

Shareholders' Equity - Share-based Compensation, Stock Option Awards, Intrinsic Value (Details) - Stock Options [Member] $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value outstanding	$ 6
Aggregate intrinsic value exercisable	$ 6
Weighted-average remaining contractual life, outstanding, years	1 year 4 months
Weighted-average remaining contractual life, exercisable, years	1 year 4 months

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 3	$ 1	$ 30
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	1	0	11
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	25	0	7
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	10	0	2
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value - Stock Options	3	3	14
Cash Received	6	9	19
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options	$ 1	$ 1	$ 5

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

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Other Comprehensive Income [Abstract]

Translation Adjustment Losses, Pre-tax

$ 35

$ (135)

$ (60)

Translation Adjustment Losses, Net of Tax

^[1]

(135)

(60)

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

(2)

(4)

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

(1)

(2)

Changes in cash flow hedges reclassed to earnings, pre-tax

^[2]

Changes in cash flow hedges reclassed to earnings, net of tax

^[2]

Net Unrealized Gains, Pre-tax

Net Unrealized Gains, Net of Tax

^[1]

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

(5)

(31)

Net actuarial/prior service (losses) gains, net of tax

(4)

(23)

Actuarial loss amortization/settlement, pre-tax

^[3]

Actuarial loss amortization/settlement, net of tax

^[3]

Other gains (losses), pre-tax

^[4]

(4)

Other gains (losses), net of tax

^[4]

(3)

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

(7)

(27)

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

^[1]

(5)

(20)

Other Comprehensive (Loss) Income, before Tax

(162)

(50)

Other Comprehensive (Loss) Income, Net of Tax

^[1]

$ 32

$ (155)

$ (52)

[1]	Refer to Note 16 – Other Comprehensive Income (Loss) for gross components of Other Comprehensive Income (Loss), reclassification adjustments out of Accumulated other comprehensive loss and related tax effects.
[2]	Reclassified to Cost of sales - refer to Note 9 – Financial Instruments for additional information regarding our cash flow hedges.
[3]	Reclassified to Total Net Periodic Benefit Cost - refer to Note 11 – Employee Benefit Plans for additional information.
[4]	Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.

Other Comprehensive (Loss) Income - AOCL (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

AOCL [Abstract]

Cumulative translation adjustments(1)

$ (437)

$ (472)

$ (147)

Other unrealized losses, net

(1)

Benefit plans net actuarial losses and prior service credits

(58)

(53)

(33)

Total Accumulated Other Comprehensive Loss

(494)

(526)

(181)

AOCL [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]