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Currency translation adjustments, net

$ (416)

$ 181

$ (983)

^[1]

(31)

(135)

Reclassification of currency translation adjustments on divestitures

^[1]

Reclassification of divested benefit plans and other

^[1]

Unrecognized gains (loss), net

^[1]

Changes in benefit plans, net

^[1]

(5)

(20)

Other Comprehensive Income (Loss), Net

^[1]

(155)

$ (342)

$ 213

$ (1,138)

[1]	All amounts are net of tax. Tax effects were immaterial. See Note 17 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

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

Cash Flows from Operating Activities:

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Assets
Cash and cash equivalents	$ 756	$ 658
Accounts receivable, net	782	1,114
Assets held for sale	15	757
Contract assets	177	0
Other current assets	234	181
Total current assets	1,964	2,710
Land, buildings and equipment, net	328	257
Intangible assets, net	651	891
Goodwill	3,408	3,366
Other long-term assets	329	324
Total Assets	6,680	7,548
Liabilities and Equity
Current portion of long-term debt	55	82
Accounts payable	230	118
Accrued compensation and benefits costs	193	355
Unearned income	112	151
Liabilities held for sale	40	169
Other current liabilities	567	493
Total current liabilities	1,197	1,368
Long-term debt	1,512	1,979
Deferred taxes	327	384
Other long-term liabilities	280	146
Total Liabilities	3,316	3,877
Contingencies (See Note 14)
Series A convertible preferred stock	142	142
Common stock	2	2
Additional paid-in capital	3,878	3,850
Retained earnings (deficit)	(233)	171
Accumulated other comprehensive loss	(425)	(494)
Total Equity	3,222	3,529
Total Liabilities and Equity	$ 6,680	$ 7,548
Shares of common stock issued and outstanding (in shares)	211,306	210,440
Shares of Series A convertible preferred stock and outstanding (in shares)	120	120

Consolidated Statements of Cash Flows - USD ($)

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

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

$ (416,000,000)

$ 181,000,000

$ (983,000,000)

Depreciation and amortization

460,000,000

495,000,000

611,000,000

Contract Inducement Amortization

3,000,000

2,000,000

Goodwill impairment

935,000,000

Deferred income taxes

(75,000,000)

(230,000,000)

(160,000,000)

(Gain) loss from investments

(2,000,000)

(10,000,000)

(7,000,000)

Amortization of debt financing costs

11,000,000

9,000,000

(Gain) loss on extinguishment of debt

108,000,000

(Gain) loss on divestitures and transaction costs

42,000,000

(42,000,000)

2,000,000

Stock-based compensation

38,000,000

40,000,000

23,000,000

(Increase) decrease in accounts receivable

133,000,000

31,000,000

(23,000,000)

(Increase) decrease in other current and long-term assets

(111,000,000)

(32,000,000)

(96,000,000)

Increase (decrease) in accounts payable and accrued compensation

(56,000,000)

(49,000,000)

(60,000,000)

Increase (decrease) in restructuring liabilities

8,000,000

34,000,000

27,000,000

Increase (decrease) in other current and long-term liabilities

161,000,000

(125,000,000)

(210,000,000)

Net change in income tax assets and liabilities

(17,000,000)

11,000,000

39,000,000

Other operating, net

(4,000,000)

(15,000,000)

(5,000,000)

Net cash provided by (used in) operating activities

283,000,000

300,000,000

95,000,000

Cash Flows from Investing Activities:

Cost of additions to land, buildings and equipment

(179,000,000)

(96,000,000)

(149,000,000)

Proceeds from sale of land, buildings and equipment

13,000,000

33,000,000

Cost of additions to internal use software

(45,000,000)

(36,000,000)

(39,000,000)

Proceeds from investments

1,000,000

117,000,000

11,000,000

Proceeds from divestitures and sale of assets, net of cash

675,000,000

56,000,000

(54,000,000)

Net proceeds on notes receivable

248,000,000

Other investing, net

(5,000,000)

(1,000,000)

Net cash provided by (used in) investing activities

460,000,000

74,000,000

16,000,000

Cash Flows from Financing Activities:

Proceeds on long-term debt

306,000,000

1,969,000,000

Debt issuance fee payments

(3,000,000)

(8,000,000)

(67,000,000)

Payments on debt

(519,000,000)

(241,000,000)

(32,000,000)

Premium on debt redemption

(95,000,000)

Net payments to former parent company

(161,000,000)

(1,720,000,000)

Taxes paid for settlement of stock based compensation

(10,000,000)

(5,000,000)

Dividends paid on preferred stock

(10,000,000)

Other financing

(5,000,000)

Net cash provided by (used in) financing activities

(637,000,000)

(124,000,000)

150,000,000

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

(8,000,000)

1,000,000

(6,000,000)

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

98,000,000

251,000,000

255,000,000

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

667,000,000

^[1]

416,000,000

^[1]

161,000,000

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

^[1]

$ 765,000,000

$ 667,000,000

$ 416,000,000

[1]	Includes $9 million, $9 million and $26 million of restricted cash as of December 31, 2018, 2017 and 2016, respectively, that were included in Other current assets on the Consolidated Balance Sheets.

Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Restricted Cash [Abstract]
Restricted Cash, Current	$ 9	$ 9	$ 26

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

Total

Conduent Shareholders' Equity [Member]

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

AOCL [Member]

Former parent investment [Member]

Beginning Balance at Dec. 31, 2015

$ 5,162

$ 0

$ (181)

^[1]

$ 5,343

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

Series A preferred stock transfer

(142)

Capitalization of Company

3,812

(3,814)

Net transfers from former parent company

$ 190

(594)

(190)

^[1]

(404)

(983)

(155)

^[2]

(155)

^[1]

Ending Balance at Dec. 31, 2016

(1,138)

(155)

^[1]

(983)

3,288

3,812

(526)

^[1]

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

Cash dividends paid - preferred stock(2)

^[3]

(10)

Stock option and incentive plans, net

181

^[2]

^[1]

Ending Balance at Dec. 31, 2017

213

181

^[1]

3,529

3,850

171

(494)

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

Cash dividends paid - preferred stock(2)

(10)

Stock option and incentive plans, net

(5)

^[1]

(416)

^[2]

^[1]

Ending Balance at Dec. 31, 2018

$ (342)

(342)

(416)

^[1]

$ 3,222

$ 2

$ 3,878

$ (233)

$ (425)

^[1]

$ 0

[1]	AOCL - Accumulated other comprehensive loss.
[2]	All amounts are net of tax. Tax effects were immaterial. See Note 17 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
[3]	Cash dividend on preferred stock of $80.00 per share for 2018 and 2017.

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Statement of Stockholders' Equity [Abstract]
Preferred stock, cash dividend (in dollars per share)	$ 80,000,000	$ 80,000,000.00

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' amounts 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 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. Allocations for management costs and corporate support services provided to the Company totaled $165 million for year ended December 31, 2016. 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 period prior to the Separation. The Consolidated Financial Statements for the period prior to the Separation does 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 intangible and long-lived assets, valuation of goodwill, contingencies and litigation, income taxes and corporate allocations (for year ended December 31, 2016). 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

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 with a lease term greater than 12 months. The accounting for lessors is largely unchanged. This updated guidance is effective for the Company beginning January 1, 2019. The Company adopted this updated accounting guidance beginning January 1, 2019 using the optional transition approach, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Comparative periods will continue to be presented under existing lease guidance. This updated standard will have a significant impact on its Consolidated Balance Sheets by increasing its assets and liabilities. The Company does not expect the adoption to have a material impact on its Consolidated Statements of Income (Loss) and Consolidated Statements of Cash Flows.

Credit Losses: In June 2016, the FASB updated the accounting guidance related to measurement of credit losses on financial instruments, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. This updated guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact on the Company's Consolidated Financial Statements.

Recently Adopted Accounting Standards

Cloud Computing Arrangements: In August 2018, the Financial Accounting Standards Board (FASB) issued an accounting update which aligns the requirements for capitalizing implementation costs incurred in a hosting cloud computing arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software (and hosting cloud computing arrangements that include an internal-use software license). The Company elected to early adopt this standard on July 1, 2018 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

Reclassifying Certain Tax Effects From Accumulated Other Comprehensive Income: On December 22, 2017, the Tax Cuts and Jobs Act (Tax Reform) was enacted, lowering the U.S. corporate tax rate from 35% to 21%. The U.S. deferred tax assets and liabilities, including the balances originally recorded to Accumulated Other Comprehensive Income (AOCI), were adjusted to the new tax rate through net income from continuing operations in December 2017. In February 2018, the FASB issued guidance permitting companies, on an elective basis, to reclassify the disproportionate income tax effects of Tax Reform on items within AOCI to retained earnings. The only disproportionate income tax effects in the Company’s AOCI balance in December 2017 related to the U.S. pension plan. The plan was transferred to H.I.G. Capital as part of the U.S. human resource consulting and actuarial business divestiture completed in August 2018. In light of this, the Company adopted this accounting policy effective July 1, 2018 and has reclassified $5 million from AOCI to retained earnings as of September 30, 2018. Refer to the Consolidated Statements of Shareholders' Equity for additional information regarding this reclassification.

Cash Flows: In November 2016, the FASB issued updated accounting guidance regarding the presentation of restricted cash in the Consolidated Statements 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 Consolidated Statements of Cash Flows. The Company adopted this updated accounting guidance on January 1, 2018 using the retrospective method. The adoption of this guidance resulted in a reclassification of restricted cash of $9 million and $26 million for the years ended December 31, 2017 and 2016, respectively, in the Consolidated Statements of Cash Flows.

Revenue Recognition: In May 2014, the FASB updated the accounting guidance related to revenue recognition, which is also referred to herein as "the new revenue standard" 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 the 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. The Company adopted the new revenue standard as of January 1, 2018, using the modified retrospective method. The Company has applied the new revenue standard only to contracts not completed as of the date of initial application. The adoption has primarily impacted the following: (1) revenue associated with postage recognized on a net basis versus previously being recognized on a gross basis; (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 and credits.

The Company recorded a net increase to opening retained earnings of $17 million, a decrease to current and long-term unearned income of $9 million and $6 million, respectively, and increase to contract assets of $7 million and an increase to deferred taxes of $5 million as of January 1, 2018, due to the cumulative impact of adopting this new guidance. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the periods presented.

The impact of the new revenue standard for the year ended December 31, 2018, was a decrease in Revenue of approximately $150 million, primarily as a result of recognizing postage receipts on a net basis, in the Company’s Consolidated Statements of Income (Loss). The impact of the new revenue standard, as of and for the period ended December 31, 2018, on the Company’s pre-tax income (loss), Consolidated Balance Sheets and Statements of Cash Flows was not material.

Summary of Accounting Policies

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

Once the Company determines the performance obligations, the Company estimates the amount of variable consideration, if any, to be included in determining the transaction price. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where we meet certain requirements to allocate variable consideration to a distinct service within a series of related services, we allocate variable consideration to each distinct period of service within the series. If we do not meet those requirements, we include an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus margin.

The Company typically satisfies its performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period. In limited circumstances, such as contracts for implementation or development projects, the Company also uses a cost-to-cost based input method. The Company has determined that the above methods provide a faithful depiction of the transfer of services to the customer.

Estimates of revenue expected to be recognized in future periods exclude unexercised customer options to purchase additional services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for when the customer exercises its option to purchase additional goods or services. The Company recognizes revenue for non-refundable upfront implementation fees on a straight-line basis over the period between the initiation of the services through the end of the contract term.

When more than one party is involved in providing services to a customer, the Company evaluates whether it is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers the following: if it obtains control of the specified services before they are transferred to the customer; is primarily responsible for fulfillment and inventory risk; and has discretion in establishing price.

The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes are sales tax and value-added tax (VAT).

The Company's payment terms vary by type of services offered. The time between invoicing and when payment is due is not significant. For certain services and customer types, the Company requires payment before services are rendered.

From time to time, the Company's contracts are modified to account for additions or changes to existing performance obligations. The Company's contract modifications related to stand-ready performance obligations are generally accounted for prospectively.

Disaggregation of Revenue

During the second quarter of 2018, the Company changed how it presents the disaggregated revenue by major service line to reflect the core businesses separate from the non-core businesses. This change had no impact on disaggregated revenue by reportable segment or the timing of revenue recognition.

The following table provides information about disaggregated revenue by major service line, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 2 – Segment Reporting for additional information on the Company's reportable segments.



(in millions)	Year Ended December 31, 2018
Commercial Industries:
Omni-channel communications	$	852
Human resource services	754
Industry services	941
Total Commercial Industries	2,547
Government Services	1,351
Transportation	729
Other:
Divestitures	752
Education	14
Total Other	766
Total Consolidated Revenue	$	5,393

Timing of Revenue Recognition:
Point in time	$	142
Over time	5,251
Total Revenue	$	5,393

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


•	Omni-Channel Communications: The Company offers a range of services that help its clients support their end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance. The Company also provides multi-channel communication support (both print and digital) across a range of industries.

•

Human Resource Services: The Company helps its clients support their employees at all stages of employment from initial on-boarding through retirement as well as health savings account (HSA) administration. The Company offers clients a range of customized advisory, technology and administrative services that improve the ability of employees to manage their benefits, professional development and retirement planning. Also, the Company assists its clients with workers' compensation claims management.


•	Industry Services: The Company leverages technology to assist its clients with transaction processing as well as providing platform solutions. This includes offerings such as finance and accounting, transaction processing, learning, legal and payment integrity services, among others.

•

Government Services: The Company's services include public assistance program administration such as child support, pension administration, records management, electronic benefits, eligibility and payment cards, unclaimed property, disease management and software offerings in support of federal, state and local government agencies. The Company also provides payment services, which include prepaid cards, child support disbursements and other government support programs, disbursement of electronic payments directly to end-users, collections and transfer of payments.


•	Transportation: The Company provides systems and support services to transportation departments and agencies globally. Offerings include support for electronic toll collection, public transit, parking and photo enforcement.


•	Divestitures: This represents divestitures that were previously reported as Commercial Industries Non-core and Public Sector Non-core.

Contract Balances

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

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



(in millions)	December 31, 2018			January 1, 2018
Contract Assets (Unearned Income)
Current contract assets⁽¹⁾	$	177		$	191
Long-term contract assets⁽²⁾	7			2
Current unearned income	(112		)	(128		)
Long-term unearned income⁽³⁾	(32		)	(46		)
Net Contract Assets (Unearned Income)	$	40		$	19
Accounts receivable, net	$	782		$	908

__________


(1)	Prior to the adoption of the new revenue standard, these amounts were recorded in Accounts receivable, net and represented unbilled amounts.


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


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

Revenue of $134 million was recognized during the year ended December 31, 2018 related to the Company's unearned income at January 1, 2018. The Company had no asset impairment charges related to contract assets for the year ended December 31, 2018.

Transaction Price Allocated to the Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at December 31, 2018, was approximately $2 billion. The Company expects to recognize approximately 67% of the revenues over the next two years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. The net book value of these costs, which was $24 million as of December 31, 2018, are included in Other long-term assets. The judgments made in determining the amount of costs incurred include whether the commissions are incremental and directly related to a successful acquisition of a customer contract. These costs are amortized in Depreciation and amortization over the term of the contract or the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with the initial commission. These costs are periodically reviewed for impairment. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.

In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized to expense over the term of the customer contract. The net book value of these costs totaled $23 million as of December 31, 2018 and are included in Other long-term assets.

Also, the Company capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract. The net book value of these costs, which comprise set-up/transition activities, was $53 million as of December 31, 2018, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract fulfillment costs are expensed to Cost of services as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit.

The amortization of costs incurred to obtain and fulfill a contract for the year ended December 31, 2018, was approximately $50 million.

Cash and Cash Equivalents

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

Receivable Sales

In 2018, 2017 and 2016, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. 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 both 2018 and 2017, management approved the 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, 2018 and 2017, these businesses qualified as assets held for sale and we reclassified $15 million and $757 million to assets held for sale for 2018 and 2017, respectively, and $40 million and $169 million to liabilities held for sale for 2018 and 2017, respectively.

Refer to Note 3 – Assets/Liabilities Held for Sale and Divestitures 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. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing.

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 frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. 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.

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.

On December 22, 2017, the US enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. 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. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI have been recognized for the year ended December 31, 2018.

Refer to Note 13 – 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.

During 2018, in an effort to better reflect how we manage our business, we segregated our Public Sector segment into Government Services (including Health Enterprise, which was previously reported in Other segment) and Transportation segments. In addition, the Company also reclassified the operating results of our divestitures from the reportable segments to Other segment and separately reflected Shared IT/Infrastructure & Corporate Costs. All prior periods presented have been revised to reflect these changes.

We report our financial performance based on the three reportable segments: Commercial Industries, Government Services and Transportation.

•

Commercial Industries: Our Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries. 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 omni-channel communications, human resource management and finance and accounting services.


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


•	Transportation: Our Transportation segment provides systems and support services to transportation departments and agencies globally. Offerings include support for electronic toll collection, public transit, parking and photo enforcement.

Other includes our divestitures and our Student Loan business, which the Company exited in the third quarter of 2018.

Selected financial information for our reportable segments was as follows:



	Year Ended December 31,
(in millions)	Commercial Industries		Government Services		Transportation		Other					Shared IT / Infrastructure & Corporate Costs			Total
2018							Divestitures		Other
Revenue	$	2,547	$	1,351	$	729	$	752	$	14		$	—		$	5,393
Segment profit (loss)	$	500	$	424	$	113	$	98	$	(18	)	$	(695	)	$	422
Segment depreciation and amortization	$	97	$	30	$	36	$	7	$	3		$	48		$	221
Adjusted EBITDA	$	597	$	451	$	149	$	105	$	(15	)	$	(647	)	$	640

2017
Revenue	$	2,685	$	1,433	$	767	$	1,062	$	75		$	—		$	6,022
Segment profit (loss)	$	563	$	398	$	114	$	128	$	16		$	(802	)	$	417
Segment depreciation and amortization	$	98	$	41	$	43	$	13	$	2		$	57		$	254
Adjusted EBITDA	$	661	$	440	$	157	$	141	$	18		$	(745	)	$	672

2016
Revenue	$	2,827	$	1,575	$	766	$	1,109	$	131		$	—		$	6,408
Segment profit (loss)	$	520	$	421	$	88	$	166	$	(149	)	$	(850	)	$	196
Segment depreciation and amortization	$	103	$	43	$	41	$	24	$	52		$	70		$	333
Adjusted EBITDA	$	623	$	464	$	129	$	190	$	9		$	(780	)	$	635

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 Income (Loss)	2018			2017			2016
Income (Loss) Before Income Taxes	$	(395	)	$	(16	)	$	(1,227	)
Reconciling items:
Restructuring and related costs	81			101			101
Amortization of acquired intangible assets	242			243			280
Goodwill impairment	—			—			935
Interest expense	112			137			40
Separation costs	—			12			44
(Gain) loss on divestitures and transaction costs	42			(42		)	2
Litigation costs (recoveries), net	227			(11		)	40
(Gain) loss on extinguishment of debt	108			—			—
Other (income) expenses, net	5			(7		)	(22		)
Business transformation costs	—			—			3
Segment Pre-Tax Income (Loss)	$	422		$	417		$	196
Segment depreciation and amortization	221			254			333
NY MMIS depreciation	—			—			(52		)
Business transformation costs	—			—			(3		)
NY MMIS charge (credit)	(2		)	9			161
HE charge (credit)	(1		)	(8		)	—
Adjusted EBITDA	$	640		$	672		$	635

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)	2018		2017		2016		2018		2017
United States	$	4,748	$	5,303	$	5,686	$	375	$	289
Europe	497		538		547		28		42
Other areas	148		181		175		62		54
Total Revenues and Long-Lived Assets	$	5,393	$	6,022	$	6,408	$	465	$	385

________________


(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.

Assets/Liabilities Held for Sale and Divestitures

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Assets/Liabilities Held for Sale and Divestitures

In September 2018, the Company entered into an agreement (subject to regulatory approval) to sell a portfolio of select standalone customer care contracts to Skyview Capital LLC. The assets and liabilities related to this portfolio, collectively referred to as the Disposal Group, have been reclassified to held for sale and measured at the lower of carrying value or fair value less cost to sell. The fair value less estimated cost to sell, as measured by the terms of the sale’s agreement, was less than the carrying amount by $66 million. Accordingly, the Company recorded a $66 million impairment charge, which included a write-off of goodwill of $11 million and long-lived assets of $11 million. This impairment charge was included in the (Gain) loss on divestitures and transaction costs line in the Consolidated Statements of Income (Loss). This Disposal Group is reported in Other segment. The revenues generated from this business were $439 million and $483 million for the years ended December 31, 2018 and 2017, respectively.

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



(in millions)	December 31, 2018
Accounts Receivable, net	$	15
Total Assets held for sale	$	15

Accounts payable	$	1
Accrued compensation	16
Unearned revenue	8
Other	15
Total Liabilities held for sale	$	40

In September 2018, the Company completed the sale of its local and municipal constituent government software solutions business to Avenu Insights & Analytics. The proceeds from this divestiture were $106 million in cash and the transaction generated a pre-tax gain of $0 million. The revenues generated from this business were $81 million and $113 million for the nine months ended September 30, 2018 and for the year ended December 31, 2017, respectively.

In August 2018, the Company completed the sale of its U.S. human resource consulting and actuarial business and the human resource consulting and outsourcing business located in Canada and the United Kingdom (U.K.) to H.I.G. Capital. The proceeds from this divestiture include $168 million in cash paid at closing, $20 million to be collected in installments over four years and a contingent consideration of $6 million. The transaction generated a pre-tax loss of $7 million. The revenues generated from this business were $172 million, which includes $6 million of intercompany revenue and $279 million for the nine months ended September 30, 2018 and for the year ended December 31, 2017, respectively.

In July 2018, the Company completed the sale of its off-street parking business, including the Multipark System in France and the U.K., along with its U.S. Airport Parking business to Andera Partners. The proceeds from this divestiture were $26 million in cash and the transaction generated a pre-tax gain of $8 million. The revenues generated from this business were $18 million and $42 million for the nine months ended September 30, 2018 and for the year ended December 31, 2017, respectively.

In June 2018, the Company completed the sale of its Commercial Vehicle Operations (CVO) business to Alinda Capital Partners. During the third quarter of 2018, the Company recorded a final working capital adjustment for the sale of the CVO business in the amount of $3 million, increasing the total cash proceeds received and pre-tax gain recorded to $403 million and $77 million, respectively. The revenue generated from this business was $33 million and $66 million for the six months ended June 30, 2018 and for the year ended December 31, 2017, respectively.

Accounts Receivables, Net

12 Months Ended

Dec. 31, 2017

Receivables [Abstract]

Accounts Receivables, Net

Accounts Receivable, Net

The Accounts receivable, net balance of $782 million and $1,114 million at December 31, 2018 and 2017, respectively, included allowance for doubtful accounts of $1 million and $2 million at December 31, 2018 and 2017, respectively.

The Company enters into supply chain financing programs from time to time to sell certain accounts receivable without recourse to third-party financial institutions. Sales of accounts receivable are reflected as a reduction of accounts receivable on the Consolidated Balance Sheets and the proceeds are included in cash flow from operating activities in the Consolidated Statements of Cash Flows.

Accounts receivable sales were as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Accounts receivable sales	$	119	$	94	$	259

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)	2018			2017
Land		$	2		$	3
Building and building equipment	25 to 50	7			17
Leasehold improvements	Varies	246			247
Office furniture and equipment	3 to 15	901			784
Other	4 to 20	2			1
Construction in progress		64			24
Subtotal		1,222			1,076
Accumulated depreciation		(894		)	(819		)
Land, Buildings and Equipment, Net		$	328		$	257

Depreciation expense and operating lease rent expense were as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Depreciation expense	$	121	$	125	$	130
Operating lease rent expense	$	208	$	267	$	299

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 $24 million and $32 million at December 31, 2018 and 2017, respectively.

Future minimum operating lease commitments that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2018 were as follows (in millions):



2019		2020		2021		2022		2023		Thereafter
$	153	$	113	$	78	$	53	$	33	$	76

Internal Use and Product Software

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



(in millions)	Year Ended December 31,
Additions to:	2018		2017		2016
Internal use software	$	47	$	36	$	39
Product software	8		10		10



(in millions)	December 31,
Capitalized Costs, Net	2018		2017
Internal use software⁽¹⁾	$	123	$	106
Product software⁽¹⁾	18		22

__________


(1)	See Note 8 – Supplementary Financial Information for additional information.

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

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.

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 segments:



(in millions)	Commercial Industries			Government Services			Transportation			Total
Balance at December 31, 2016	$	1,504		$	1,738		$	647		$	3,889
Foreign currency translation	19			—			28			47
Disposition	(19		)	(14		)	—			(33		)
Assets held-for-sale	(105		)	(414		)	(18		)	(537		)
Balance at December 31, 2017	$	1,399		$	1,310		$	657		$	3,366
Foreign currency translation	(10		)	—			(16		)	(26		)
Assets held-for-sale	(12		)	—			—			(12		)
Other⁽¹⁾	14			66			—			80
Balance at December 31, 2018	$	1,391		$	1,376		$	641		$	3,408

__________


(1)	Represents 2018 true-up to the 2017 Assets held for sale.

Impairment Charge

There was no impairment identified for the years ended December 31, 2018 and 2017. 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.

Intangible Assets, Net

Net intangible assets were $651 million at December 31, 2018 of which $417 million, $160 million and $74 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised of the following:



		December 31, 2018						December 31, 2017
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	11 years	$	2,914	$	2,264	$	650	$	2,907	$	2,022	$	885
Technology, patents and non-compete	4 years	6		5		1		11		5		6
Total Intangible Assets		$	2,920	$	2,269	$	651	$	2,918	$	2,027	$	891

Amortization expense related to intangible assets was $242 million, $243 million and $280 million for the years ended December 31, 2018, 2017 and 2016, respectively. Amortization expense is expected to approximate $241 million in 2019, $238 million in 2020, $134 million in 2021, $12 million in 2022 and $6 million in 2023.

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2017

Restructuring and Related Activities [Abstract]

Restructuring and Asset Impairment Charges

Restructuring Programs and Related Costs

The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's strategic transformation program and various productivity initiatives have reduced the Company's real estate footprint across all geographies and segments resulting in increased lease cancellation and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of our data centers. Management continues to evaluate the Company's business and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where 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, 2018 is as follows:



(in millions)	Severance and Related Costs			Lease Cancellation and Other Costs			Total
Balance at December 31, 2016	$	15		$	6		$	21
Restructuring provision	49			54			103
Adjustments to prior accruals	(8		)	(3		)	(11		)
Total Net Current Period Charges	41			51			92
Payments against reserve and currency	(42		)	(23		)	(65		)
Other	—			(4		)	(4		)
Balance at December 31, 2017	$	14		$	30		$	44
Restructuring provision	39			39			78
Adjustments to prior accruals	(5		)	5			—
Total Net Current Period Charges	34			44			78
Payments against reserve and currency	(35		)	(40		)	(75		)
Other	—			2			2
Balance at Balance at December 31, 2018	$	13		$	36		$	49

We also recorded costs related to professional support services associated with the implementation of the strategic transformation program of $3 million, $9 million and $28 million during the years ended December 31, 2018, 2017 and 2016, respectively.

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



	Year Ended December 31,
(in millions)	2018		2017		2016
Commercial Industries	$	26	$	15	$	27
Government Services	1		2		3
Transportation	3		1		2
Other	6		4		17
Corporate	42		70		24
Total Net Restructuring Charges	$	78	$	92	$	73

Supplementary Financial Information Supplementary Financial Information

12 Months Ended

Dec. 31, 2018

Supplemental Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and liabilities were as follows:



	December 31,
(in millions)	2018		2017
Other Current Assets
Prepaid expenses	$	87	$	73
Income taxes receivable	40		13
Value-added tax (VAT) receivable	22		18
Restricted cash	9		9
Other	76		68
Total Other Current Assets	$	234	$	181
Other Current Liabilities
Accrued liabilities	$	307	$	320
Legal settlements	147		62
Software accruals	23		17
Restructure reserves	36		32
Income tax payable	3		6
Other taxes payable	15		7
Other	36		49
Total Other Current Liabilities	$	567	$	493
Other Long-term Assets
Internal use software, net	$	123	$	106
Deferred contract costs, net⁽¹⁾	100		126
Product software, net	18		22
Other	88		70
Total Other Long-term Assets	$	329	$	324
Other Long-term Liabilities
Legal settlements	$	144	$	—
Income tax liabilities	29		20
Unearned income	32		54
Restructuring reserves	13		12
Other	62		60
Total Other Long-term Liabilities	$	280	$	146

__________


(1)	The balances at December 31, 2018 and 2017 are expected to be amortized over a weighted average remaining life of approximately 10 and 9 years, respectively.

Amortization expense for the next five years and thereafter for deferred contract costs is expected as follows:



2019		2020		2021		2022		2023		Thereafter
$	41	$	13	$	8	$	6	$	2	$	30

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, 2018⁽¹⁾		2018			2017

Term loan A due 2022	3.42	%	$	705		$	732
Term loan B due 2023	5.44	%	833			842
Senior notes due 2024	7.71	%	34			510
Capital lease obligations	2.08	%	26			33
Principal Debt Balance			$	1,598		$	2,117
Debt issuance costs and unamortized discounts			(31		)	(56		)
Less: current maturities			(55		)	(82		)
Total Long-term Debt			$	1,512		$	1,979

____________


(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:



2019		2020		2021		2022		2023		Thereafter		Total
$	55	$	50	$	84	$	576	$	800	$	33	$	1,598

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) with an aggregate principal amount of $700 million;


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


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

As of December 31, 2018, we have utilized $12 million of our revolving credit facility capacity to issue letters of credit.

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) $300 million plus, (ii) if the senior secured net leverage ratio of Conduent Business Services (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 Credit Agreement are unconditionally guaranteed by the Company, CBS, Conduent Finance, Inc. (CFI) and the existing and future direct and indirect wholly owned domestic subsidiaries of CBS (subject to certain exceptions). All obligations under the Credit Agreement, 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 Credit Agreement (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 Credit Agreement (which pledges, in the case of any foreign subsidiary, will be limited to 65% of the capital stock of any first-tier foreign subsidiary).

The Credit Agreement contains certain customary affirmative and negative covenants, restrictions and events of default. The Credit Agreement requires total net leverage ratio for December 31, 2018 and thereafter not to exceed 3.75 to 1.00.

Senior Notes

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.

Interest is payable semi-annually. 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, subject to certain conditions, 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.

Loans Repricing and Redemption

On June 28, 2018, the Company entered into Amendment No. 3 (Amendment) to the December 7, 2016 Credit Agreement, which (i) extended the revolving credit maturity from December 7, 2021 to December 7, 2022 and reduced the interest rate on the revolving credit by 0.5% from 2.25% over LIBOR to 1.75% over LIBOR; (ii) extended the maturity date of the Term A Loans from December 7, 2021 to December 7, 2022 and reduced the interest rate by 0.5% from 2.25% over LIBOR to 1.75% over LIBOR, and (iii) reduced the interest rate on the Term B Loans by 0.5% from 3.0% over LIBOR to 2.5% over LIBOR. These transactions resulted in a write-off of unamortized discount and issuance costs of $3 million.

In July 2018, the Company redeemed $476 million of its $510 million 10.50% Senior Notes due 2024. As part of the redemption, the Company paid a premium of $95 million and wrote off the associated unamortized discount and issuance costs of $13 million.

Interest

Interest paid on our short-term and long-term debt amounted to $100 million, $129 million, $5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Interest expense and interest income was as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Interest expense	$	112	$	137	$	40
Interest income	7		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, 2018 and 2017, we had outstanding forward exchange with gross notional values of $167 million and $160 million, respectively. At December 31, 2018, approximately 65% of these contracts mature within three months, 14% in three to six months, 17% in six to twelve months and 4% in greater than 12 months.

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



	December 31, 2018				December 31, 2017
(in millions)	Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾		Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	53	$	—	$	62	$	—
Indian Rupee/U.S. Dollar	69		2		68		1
Mexican Peso/U.S. Dollar	8		—		9		—
All Other	37		—		21		—
Total Foreign Exchange Hedging	$	167	$	2	$	160	$	1

____________


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

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. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

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

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

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

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

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



(in millions)	December 31, 2018		December 31, 2017
Assets:
Foreign exchange contract - forward	$	3	$	2
Total Assets	$	3	$	2
Liabilities:
Foreign exchange contracts - forwards	$	1	$	1
Deferred compensation plan liabilities⁽¹⁾	—		99
Total Liabilities	$	1	$	100

___________


(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 made the payments to Plan participants in 2018.

Summary of Other Financial Assets and Liabilities

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



	December 31, 2018				December 31, 2017
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Assets held for sale	$	15	$	15	$	757	$	757
Liabilities:
Long-term debt	$	1,512	$	1,463	$	1,979	$	2,070
Liabilities held for sale	$	40	$	40	$	169	$	169

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

The fair value of the Assets held for sale and the Liabilities held for sale were measured based on the sale’s price less estimated transactions costs (Level 3). Refer to Note 3 – Assets/Liabilities Held for Sale and Divestitures to the Consolidated Financial Statements for additional information.

The fair value of Long-term debt was estimated based on the current rates offered to the Company for debt of similar maturities (Level 2).

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
Employee Benefit Plans	Dec. 31, 2017
Defined Benefit Plan [Abstract]
Employee Benefit Plans	Employee Benefit Plans Defined Benefit Plans In 2018, all of the U.S. and the majority of the international plan assets and obligations were part of the divestiture of the U.S. human resource consulting and actuarial business and the human resource consulting and outsourcing business located in Canada and the U.K. The company's remaining benefit obligations and plan assets in 2018 were $12 million and $3 million, respectively. As of December 31, 2017 the Company had a pension benefit obligation of $280 million ($102 million in the US and $178 million from non-US plans). The plans also had assets of approximately $222 million ($62 million in the US and $160 million from non-US plans), in which the assets were invested primarily in equity and fixed income securities (level 1 and level 2). 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 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 $28 million in 2018, $35 million in 2017 and $35 million in 2016.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Prior to the Separation, Conduent’s operating results were included in Xerox Corporation's various 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 Financial Statements for periods prior to the Separation, 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.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform significantly changes the U.S. corporate income tax laws by, among other things, reducing the corporate income tax rate to 21% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on previous deferred foreign earnings of U.S. subsidiaries. With respect to this legislation, the Company recorded a provisional tax benefit of $198 million in the fourth quarter of 2017, 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 Company finalized its accounting for this legislation in the fourth quarter of 2018 and recognized a $2 million additional benefit year to date, included as a component of income tax expense from continuing operations. The true-up of the provisional benefit includes $5 million additional benefit due to re-measurement of deferred tax assets and liabilities resulting from the decrease in the U.S. corporate federal income tax rate, a $1 million reduction in the one-time charge on the transition tax and a $4 million charge due to change in recognition of deferred tax assets related to deductibility of certain expenses.

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



	Year Ended December 31,
(in millions)	2018			2017			2016
Domestic loss	$	(411	)	$	(91	)	$	(1,329	)
Foreign income	16			75			102
Loss Before Income Taxes	$	(395	)	$	(16	)	$	(1,227	)

Provision (benefit) for income taxes were as follows:



	Year Ended December 31,
(in millions)	2018			2017			2016
Federal Income Taxes
Current	$	35		$	4		$	(116	)
Deferred	(62		)	(233		)	(132		)
Foreign Income Taxes
Current	41			25			31
Deferred	(6		)	(3		)	(3		)
State Income Taxes
Current	20			8			1
Deferred	(7		)	6			(25		)
Total Benefit	$	21		$	(193	)	$	(244	)

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



	Year Ended December 31,
	2018		2017		2016
U.S. federal statutory income tax rate	21.0	%	35.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(3.7	)%	(104.0	)%	(19.0	)%
Effect of tax law changes	0.5	%	1,282.4	%	—	%
Change in valuation allowance for deferred tax assets	(1.7	)%	(39.5	)%	0.1	%
State taxes, net of federal benefit	(2.3	)%	1.2	%	1.8	%
Audit and other tax return adjustments	—	%	—	%	1.4	%
Tax-exempt income, credits and incentives	2.2	%	38.9	%	0.7	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	1.9	%	47.7	%	0.7	%
Divestitures⁽³⁾	(20.3	)%	(51.9	)%	—	%
Unrecognized tax benefits and other	(2.9	)%	(3.5	)%	(0.8	)%
Effective Income Tax Rate	(5.3	)%	1,206.3	%	19.9	%

____________


(1)	In 2017, nondeductible expenses primarily related to 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.


(3)	2018 and 2017 divestitures include nondeductible goodwill allocated to divested businesses.

On a consolidated basis, we paid/(received) a total of $108 million, $29 million and $(123) million in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2018, 2017 and 2016, respectively.

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



	Year Ended December 31,
(in millions)	2018		2017			2016
Pre-tax income	$	21	$	(193	)	$	(244	)
Discontinued operations	—		3			—
Common shareholders' equity:
Changes in defined benefit plans	—		—			8
Stock option and incentive plans, net	—		—			—
Total Income Tax Expense (Benefit)	$	21	$	(190	)	$	(236	)

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, 2018, 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 was as follows:



(in millions)	2018			2017		2016
Balance at January 1	$	15		$	14	$	24
Additions related to current year	3			—		1
Additions related to prior years positions	5			—		—
Reductions related to prior years positions	—			—		(5		)
Settlements with taxing authorities⁽¹⁾	(1		)	—		(5		)
Currency	(2		)	1		(1		)
Balance at December 31	$	20		$	15	$	14

_______________


(1)	2018 and 2016 settlement resulted in $1 million and $5 million cash paid, respectively.

We maintain offsetting benefits from other jurisdictions of $15 million, $16 million and $16 million, at December 31, 2018, 2017 and 2016, 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 $10 million, $6 million and $4 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2018, 2017 and 2016, respectively. In the U.S., we are no longer subject to U.S. federal income tax examinations for years before 2012. With respect to our major foreign jurisdictions, the years generally remain open back to 2006.

Deferred Income Taxes

The Company is indefinitely reinvested in the undistributed earnings of its foreign subsidiaries with respect to the U.S. These foreign subsidiaries have aggregate cumulative undistributed earnings of $164 million as of December 31, 2018. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. We have also not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These other basis differences will also be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable. We have provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.

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



	December 31,
(in millions)	2018			2017
Deferred Tax Assets
Net operating losses	$	46		$	41
Operating reserves, accruals and deferrals	68			85
Deferred compensation	16			59
Pension	2			15
Settlement reserves	67			18
Other	11			27
Subtotal	210			245
Valuation allowance	(44		)	(35		)
Total	$	166		$	210

Deferred Tax Liabilities
Unearned income	$	86		$	134
Intangibles and goodwill	341			413
Depreciation	30			5
Other	24			25
Total	$	481		$	577

Total Deferred Taxes, Net	$	(315	)	$	(367	)

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, 2018 and 2017 was an increase of $9 million and $11 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, 2018, we had tax credit carryforwards of $9 million available to offset future income taxes which will expire between 2019 and 2038 if not utilized. We also had net operating loss carryforwards for income tax purposes of $417 million that will expire between 2019 and 2038, if not utilized; and $54 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, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2018. Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be in excess of any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period.

Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the 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, 2018, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees.

Litigation Against the Company

State of Texas v. Xerox Corporation, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Conduent State Healthcare, LLC (f/k/a Xerox State Healthcare, LLC, f/k/a ACS State Healthcare, LLC) and Conduent Incorporated: 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 was originally 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. During the second quarter of 2018, the trial date was rescheduled for May, 2019. During October of 2018, discussions with the State were undertaken to determine if a mutually acceptable settlement might be reached. Those discussions were not productive. In the wake of those discussions, we recorded an additional $72 million reserve during the third quarter of 2018, increasing our aggregate reserve for this matter as of September 30, 2018, to $110 million. During December 2018, we re-engaged with the State in discussions to settle the matter. In February 2019, those discussions culminated in a settlement agreement and release among the Xerox Defendants, the State and HHSC. Pursuant to the terms of the Texas Agreement ("Texas Agreement"), the Company will pay the State of Texas $236 million in full settlement of the claims asserted against the Xerox Defendants. This amount is payable in installments of: (1) $20 million within 10 days of execution of the settlement agreement; (2) $20 million by April 15, 2019; (3) $38 million by July 31, 2019; (4) $79 million by July 31, 2020; and (5) $79 million by July 31, 2021. The Agreement does not prevent the Company from prepaying the foregoing amounts and the Company is currently considering whether to do so. The Company does not intend to make further disclosure regarding a possible prepayment unless it actually prepays such amounts in whole or in part. As part of the settlement, all proceedings in the lawsuit are suspended and the State and the HHSC will dismiss the lawsuit with prejudice and release the Xerox Defendants from all of the State’s claims after all settlement payments are made. As a result of entering into the Texas Agreement, the Company recorded an additional reserve of $113 million in the quarter ended December 31, 2018 which is net of a $13 million discount to reflect the fair value of the liability. The Defendants’ have not made any admission of liability or wrongdoing in entering into the Texas Agreement.

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”), which was 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 as to Buck only, and only with respect to Plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. Plaintiffs in the parallel litigation have the right to file an appeal, which we expect. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck Consultants, LLC; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any.

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 recorded in the same period certain charges associated with the termination. Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of forty-seven million dollars, which includes amounts alleged not paid to Cognizant under the contract and an alleged twenty-five million dollars of termination fee. Conduent has responded to Cognizant’s counterclaims by denying the allegations. Conduent will continue to vigorously defend itself against the counterclaims but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome.

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. XES submitted its response to the NORA. The CFPB’s NORA stems from an inquiry that commenced in 2014 when XES received and responded to a CFPB Civil Investigative Demand containing a broad request for information. During this process, XES self-disclosed to the U.S. Department of Education (the "Department") 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, the U.S. Department of Education, the U.S. Department of Justice, the New York Office of the Attorney General, the New York Department of Financial Services and the Massachusetts Office of the Attorney General began similar reviews. XES has cooperated and continues to fully cooperate with all regulatory agencies. It resolved the Massachusetts Office of the Attorney General investigation in November 2016 and the investigations by both the New York agencies in January 2019. Both as a result of these inquiries, its own reviews of operations and work performed by external auditors, XES has identified certain other operational issues requiring remediation, and this remediation work has commenced. XES disclosed these additional operational projects to the Department at the end of the second quarter of 2018 and is working to complete these projects. In the third quarter of 2018, the Company exited the Student Loan Services business. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which the Company serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of current reserves. The Company could in future periods incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs.

Guarantees and Indemnifications

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 and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, 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 within specific timeframes 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.

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 the Company's Public Sector segment, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2018, the Company had $646 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $344 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations. In general, the Company would only be liable for the amount of these guarantees in the event of default in the Company's performance of its obligations under each contract. The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements (including its Credit Facility) to allow it to respond to future requests for proposals that require such credit support.

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 Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393 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 Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for 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 Series A convertible preferred stock has the right to require us to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.

Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2018, we had one class of preferred stock outstanding. See Note 15 – 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, 2018, 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 the Company's Consolidated Statements of Shareholders' 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)	2018		2017		2016
Stock-based compensation expense, pre-tax	$	38	$	42	$	23
Income tax benefit recognized in earnings	7		17		9

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. 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 one year. Other than these options, Conduent has not issued any new stock options.

Summary of Stock-based Compensation Activity



	2018				2017				2016
(shares in thousands)	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	3,125		$	16.29	1,961		$	13.99	782		$	11.70
Granted	1,246		18.82		1,988		16.75		2,602		9.61
Vested	(1,501	)	17.30		(215	)	19.98		(119	)	9.43
Canceled	(471	)	16.62		(609	)	15.88		(121	)	10.55
Impact of spin-off⁽¹⁾	—		n/a		—		n/a		(1,183	)	n/a
Outstanding at December 31	2,399		16.90		3,125		16.29		1,961		13.99

Performance Stock Units / Shares
Outstanding at January 1	5,429		$	16.55	4,926		$	13.99	7,522		$	11.57
Granted	730		18.64		3,933		16.76		1,850		9.35
Vested	(980	)	17.12		(1,696	)	19.67		—		—
Canceled	(622	)	16.59		(1,734	)	17.46		(1,478	)	11.96
Impact of spin-off⁽¹⁾	—		n/a		—		n/a		(2,968	)	n/a
Outstanding at December 31	4,557		16.76		5,429		16.55		4,926		13.99

_____________________________


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

The Company issued 96 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 119 thousand stock options outstanding as of December 31, 2018 at a strike price of $10.15. These stock options are fully vested and exercisable.

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2018 was as follows (in millions):

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



Awards	December 31, 2018
Restricted Stock Units / Shares	$	26
Performance Stock Units / Shares	48

Information related to stock options outstanding and exercisable at December 31, 2018 was as follows



(in millions)	Options
	Outstanding		Exercisable
Aggregate intrinsic value	$	1	$	1
Weighted-average remaining contractual life (years)	0.6		0.6

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



(in millions)	December 31, 2018						December 31, 2017						December 31, 2016
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	$	20	$	—	$	4	$	3	$	—	$	1	$	1	$	—	$	—
Performance Stock Units / Shares	18		—		4		25		—		10		—		—		—
Stock Options	2		2		—		3		6		1		3		9		1

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,
	2018						2017						2016
(in millions)	Pre-tax			Net of Tax			Pre-tax			Net of Tax			Pre-tax			Net of Tax
Currency Translation
Currency translation adjustments, net	$	(31	)	$	(31	)	$	35		$	35		$	(135	)	$	(135	)
Reclassification of currency translation adjustments on divestitures	42			42			—			—			—			—
Translation adjustments gains(losses)	$	11		$	11		$	35		$	35		$	(135	)	$	(135	)
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	2		$	1		$	1		$	1		$	(2	)	$	(1	)
Changes in cash flow hedges reclassed to earnings⁽¹⁾	(1		)	—			2			1			2			1
Net Unrealized Gains (Losses)	$	1		$	1		$	3		$	2		$	—		$	—

Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other	$	65		$	62		$	—		$	—		$	—		$	—
Net actuarial/prior service gains (losses)	—			—			(5		)	(4		)	(31		)	(23		)
Actuarial loss amortization/settlement⁽²⁾	—			—			2			2			1			1
Other gains (losses)⁽³⁾	—			—			(4		)	(3		)	3			2
Changes in Defined Benefit Plans Gains (Losses)	$	65		$	62		$	(7	)	$	(5	)	$	(27	)	$	(20	)

Other Comprehensive Income (Loss)	$	77		$	74		$	31		$	32		$	(162	)	$	(155	)

_____________________________


(1)	Reclassified to Cost of sales - refer to Note 10 – Financial Instruments for additional information regarding our cash flow hedges.


(2)	Reclassified to total net periodic benefit cost.


(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)

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



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items			Total
Balance at December 31, 2017	$	(437	)	$	1	$	(58	)	$	(494	)
Reclassification of amounts impacted by Tax Reform	—			—		(5		)	(5		)
Other comprehensive income (loss) before reclassifications	(31		)	1		—			(30		)
Amounts reclassified from accumulated other comprehensive loss	42			—		62			104
Net current period other comprehensive income (loss)	11			1		62			74
Balance at December 31, 2018	$	(426	)	$	2	$	(1	)	$	(425	)



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Defined Benefit Pension Items			Total
Balance at December 31, 2016	$	(472	)	$	(1	)	$	(53	)	$	(526	)
Other comprehensive income (loss) before reclassifications	35			2			(5		)	32
Amounts reclassified from accumulated other comprehensive loss	—			—			—			—
Net current period other comprehensive income (loss)	35			2			(5		)	32
Balance at December 31, 2017	$	(437	)	$	1		$	(58	)	$	(494	)



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Defined Benefit Pension Items			Total
Balance at December 31, 2015	$	(147	)	$	(1	)	$	(33	)	$	(181	)
Net transfers from former parent company	(190		)	—			—			(190		)
Other comprehensive income (loss) before reclassifications	(135		)	—			(20		)	(155		)
Amounts reclassified from accumulated other comprehensive loss	—			—			—			—
Net current period other comprehensive income (loss)	(135		)	—			(20		)	(155		)
Balance at December 31, 2016	$	(472	)	$	(1	)	$	(53	)	$	(526	)

__________


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

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, except per share data. Shares in thousands)	2018			2017			2016
Basic Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(416	)	$	177		$	(983	)
Accrued dividends on preferred stock	(10		)	(10		)	—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(426		)	167			(983		)
Net income (loss) from discontinued operations	—			4			—
Adjusted Net Income (Loss) Available to Common Shareholders	$	(426	)	$	171		$	(983	)
Weighted average common shares outstanding	206,056			204,007			202,875

Basic Earnings (Loss) per Share:
Continuing operations	$	(2.06	)	$	0.82		$	(4.85	)
Discontinued operations	—			0.02			—
Basic Earnings (Loss) per Share	$	(2.06	)	$	0.84		$	(4.85	)

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(416	)	$	177		$	(983	)
Accrued dividends on preferred stock	(10		)	(10		)	—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(426		)	167			(983		)
Net income (loss) from discontinued operations	—			4			—
Adjusted Net Income (Loss) Available to Common Shareholders	$	(426	)	$	171		$	(983	)
Weighted average common shares outstanding	206,056			204,007			202,875
Common shares issuable with respect to:
Stock options	—			195			—
Restricted stock and performance units / shares	—			2,591			—
8% Convertible preferred stock	—			—			—
Adjusted Weighted Average Common Shares Outstanding	206,056			206,793			202,875
Diluted Earnings (Loss) per Share:
Continuing operations	$	(2.06	)	$	0.81		$	(4.85	)
Discontinued operations	—			0.02			—
Diluted Earnings (Loss) per Share	$	(2.06	)	$	0.83		$	(4.85	)

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	119			—			857
Restricted stock and performance shares/units	5,242			2,568			5,719
Convertible preferred stock	5,393			5,393			5,393
Total Anti-Dilutive Securities	10,754			7,961			11,969

Subsequent Event Subsequent Event	12 Months Ended
Subsequent Event Subsequent Event	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of healthcare payer administration solutions for $90 million and a maximum contingent consideration payment of $7.8 million over two years. In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC for $25 million, subject to delayed transfer of certain assets in some countries pending fulfillment of legal requirements.

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

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

Valuation and Qualifying Accounts

VALUATION AND QUALIFYING ACCOUNTS

For the three years ended December 31, 2018



(in millions)		Balance at beginning of period		Additions charged to expense⁽¹⁾			Amounts (credited) charged to other income statement accounts ⁽²⁾		Deductions and other, net of recoveries ⁽³⁾⁽⁴⁾			Balance at end of period
Allowance for Losses:
2018	Accounts Receivable	$	2	$	—		$	—	$	(1	)	$	1
2017	Accounts Receivable	7		(1		)	—		(4		)	2
2016	Accounts Receivable	6		4			—		(3		)	7

Tax Valuation Allowance:
2018	Tax Valuation	35		9			—		—			44
2017	Tax Valuation	24		11			—		—			35
2016	Tax Valuation	38		—			—		(14		)	24

__________


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


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


(3)	Account Receivables: Deductions and other, net of recoveries primarily relates to receivable write-offs, but also includes the impact of foreign currency translation adjustments and recoveries of previously written off receivables.

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

New Accounting Pronouncements, Policy

New Accounting Standards

Recently Adopted Accounting Standards

Summary of Accounting Policies

Revenue recognition

Disaggregation of Revenue



(in millions)	Year Ended December 31, 2018
Commercial Industries:
Omni-channel communications	$	852
Human resource services	754
Industry services	941
Total Commercial Industries	2,547
Government Services	1,351
Transportation	729
Other:
Divestitures	752
Education	14
Total Other	766
Total Consolidated Revenue	$	5,393

Timing of Revenue Recognition:
Point in time	$	142
Over time	5,251
Total Revenue	$	5,393

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


•	Omni-Channel Communications: The Company offers a range of services that help its clients support their end-users. This includes in-bound and out-bound call support for both simple and complex transactions, technical support and patient assistance. The Company also provides multi-channel communication support (both print and digital) across a range of industries.

•


•	Industry Services: The Company leverages technology to assist its clients with transaction processing as well as providing platform solutions. This includes offerings such as finance and accounting, transaction processing, learning, legal and payment integrity services, among others.

•


•	Transportation: The Company provides systems and support services to transportation departments and agencies globally. Offerings include support for electronic toll collection, public transit, parking and photo enforcement.


•	Divestitures: This represents divestitures that were previously reported as Commercial Industries Non-core and Public Sector Non-core.

Contract Balances

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



(in millions)	December 31, 2018			January 1, 2018
Contract Assets (Unearned Income)
Current contract assets⁽¹⁾	$	177		$	191
Long-term contract assets⁽²⁾	7			2
Current unearned income	(112		)	(128		)
Long-term unearned income⁽³⁾	(32		)	(46		)
Net Contract Assets (Unearned Income)	$	40		$	19
Accounts receivable, net	$	782		$	908

__________


(1)	Prior to the adoption of the new revenue standard, these amounts were recorded in Accounts receivable, net and represented unbilled amounts.


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


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

Transaction Price Allocated to the Remaining Performance Obligations

Costs to Obtain and Fulfill a Contract

The amortization of costs incurred to obtain and fulfill a contract for the year ended December 31, 2018, was approximately $50 million.

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

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]	into supply chain financing programs from time to time to sell certain accounts receivable without recourse to third-party financial institutions. Sales of accounts receivable are reflected as a reduction of accounts receivable on the Consolidated Balance Sheets and the proceeds are included in cash flow from operating activities in the Consolidated Statements of Cash Flows.

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

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Disaggregation of Revenue



(in millions)	Year Ended December 31, 2018
Commercial Industries:
Omni-channel communications	$	852
Human resource services	754
Industry services	941
Total Commercial Industries	2,547
Government Services	1,351
Transportation	729
Other:
Divestitures	752
Education	14
Total Other	766
Total Consolidated Revenue	$	5,393

Timing of Revenue Recognition:
Point in time	$	142
Over time	5,251
Total Revenue	$	5,393

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		Government Services		Transportation		Other					Shared IT / Infrastructure & Corporate Costs			Total
2018							Divestitures		Other
Revenue	$	2,547	$	1,351	$	729	$	752	$	14		$	—		$	5,393
Segment profit (loss)	$	500	$	424	$	113	$	98	$	(18	)	$	(695	)	$	422
Segment depreciation and amortization	$	97	$	30	$	36	$	7	$	3		$	48		$	221
Adjusted EBITDA	$	597	$	451	$	149	$	105	$	(15	)	$	(647	)	$	640

2017
Revenue	$	2,685	$	1,433	$	767	$	1,062	$	75		$	—		$	6,022
Segment profit (loss)	$	563	$	398	$	114	$	128	$	16		$	(802	)	$	417
Segment depreciation and amortization	$	98	$	41	$	43	$	13	$	2		$	57		$	254
Adjusted EBITDA	$	661	$	440	$	157	$	141	$	18		$	(745	)	$	672

2016
Revenue	$	2,827	$	1,575	$	766	$	1,109	$	131		$	—		$	6,408
Segment profit (loss)	$	520	$	421	$	88	$	166	$	(149	)	$	(850	)	$	196
Segment depreciation and amortization	$	103	$	43	$	41	$	24	$	52		$	70		$	333
Adjusted EBITDA	$	623	$	464	$	129	$	190	$	9		$	(780	)	$	635

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 Income (Loss)	2018			2017			2016
Income (Loss) Before Income Taxes	$	(395	)	$	(16	)	$	(1,227	)
Reconciling items:
Restructuring and related costs	81			101			101
Amortization of acquired intangible assets	242			243			280
Goodwill impairment	—			—			935
Interest expense	112			137			40
Separation costs	—			12			44
(Gain) loss on divestitures and transaction costs	42			(42		)	2
Litigation costs (recoveries), net	227			(11		)	40
(Gain) loss on extinguishment of debt	108			—			—
Other (income) expenses, net	5			(7		)	(22		)
Business transformation costs	—			—			3
Segment Pre-Tax Income (Loss)	$	422		$	417		$	196
Segment depreciation and amortization	221			254			333
NY MMIS depreciation	—			—			(52		)
Business transformation costs	—			—			(3		)
NY MMIS charge (credit)	(2		)	9			161
HE charge (credit)	(1		)	(8		)	—
Adjusted EBITDA	$	640		$	672		$	635

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)	2018		2017		2016		2018		2017
United States	$	4,748	$	5,303	$	5,686	$	375	$	289
Europe	497		538		547		28		42
Other areas	148		181		175		62		54
Total Revenues and Long-Lived Assets	$	5,393	$	6,022	$	6,408	$	465	$	385

________________


(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 and Divestitures (Tables)

12 Months Ended

Dec. 31, 2017

Held-for-sale

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

Summarized Financial Information - Discontinued Operations

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



(in millions)	December 31, 2018
Accounts Receivable, net	$	15
Total Assets held for sale	$	15

Accounts payable	$	1
Accrued compensation	16
Unearned revenue	8
Other	15
Total Liabilities held for sale	$	40

Schedule Of Accounts Receivable Sales

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

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+ Details

Accounts Receivables, Net (Tables)

12 Months Ended

Dec. 31, 2017

Receivables [Abstract]

Accounts receivable sales were as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Accounts receivable sales	$	119	$	94	$	259

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)	2018			2017
Land		$	2		$	3
Building and building equipment	25 to 50	7			17
Leasehold improvements	Varies	246			247
Office furniture and equipment	3 to 15	901			784
Other	4 to 20	2			1
Construction in progress		64			24
Subtotal		1,222			1,076
Accumulated depreciation		(894		)	(819		)
Land, Buildings and Equipment, Net		$	328		$	257

Land, Buildings and Equipment Depreciation Expense

Depreciation expense and operating lease rent expense were as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Depreciation expense	$	121	$	125	$	130
Operating lease rent expense	$	208	$	267	$	299

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, 2018 were as follows (in millions):



2019		2020		2021		2022		2023		Thereafter
$	153	$	113	$	78	$	53	$	33	$	76

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:	2018		2017		2016
Internal use software	$	47	$	36	$	39
Product software	8		10		10

Capitalized Costs, Internal Use and Product Software



(in millions)	December 31,
Capitalized Costs, Net	2018		2017
Internal use software⁽¹⁾	$	123	$	106
Product software⁽¹⁾	18		22

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 segments:



(in millions)	Commercial Industries			Government Services			Transportation			Total
Balance at December 31, 2016	$	1,504		$	1,738		$	647		$	3,889
Foreign currency translation	19			—			28			47
Disposition	(19		)	(14		)	—			(33		)
Assets held-for-sale	(105		)	(414		)	(18		)	(537		)
Balance at December 31, 2017	$	1,399		$	1,310		$	657		$	3,366
Foreign currency translation	(10		)	—			(16		)	(26		)
Assets held-for-sale	(12		)	—			—			(12		)
Other⁽¹⁾	14			66			—			80
Balance at December 31, 2018	$	1,391		$	1,376		$	641		$	3,408

__________


(1)	Represents 2018 true-up to the 2017 Assets held for sale.

Schedule of Finite-Lived Intangible Assets by Major Class

Intangible assets were comprised of the following:



		December 31, 2018						December 31, 2017
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	11 years	$	2,914	$	2,264	$	650	$	2,907	$	2,022	$	885
Technology, patents and non-compete	4 years	6		5		1		11		5		6
Total Intangible Assets		$	2,920	$	2,269	$	651	$	2,918	$	2,027	$	891

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, 2018 is as follows:



(in millions)	Severance and Related Costs			Lease Cancellation and Other Costs			Total
Balance at December 31, 2016	$	15		$	6		$	21
Restructuring provision	49			54			103
Adjustments to prior accruals	(8		)	(3		)	(11		)
Total Net Current Period Charges	41			51			92
Payments against reserve and currency	(42		)	(23		)	(65		)
Other	—			(4		)	(4		)
Balance at December 31, 2017	$	14		$	30		$	44
Restructuring provision	39			39			78
Adjustments to prior accruals	(5		)	5			—
Total Net Current Period Charges	34			44			78
Payments against reserve and currency	(35		)	(40		)	(75		)
Other	—			2			2
Balance at Balance at December 31, 2018	$	13		$	36		$	49

Total Costs Incurred with Restructuring Programs, by Segment

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



	Year Ended December 31,
(in millions)	2018		2017		2016
Commercial Industries	$	26	$	15	$	27
Government Services	1		2		3
Transportation	3		1		2
Other	6		4		17
Corporate	42		70		24
Total Net Restructuring Charges	$	78	$	92	$	73

Supplementary Financial Information (Tables)

12 Months Ended

Dec. 31, 2018

Supplemental Financial Information [Abstract]

Amortization of Deferred Costs [Table Text Block]

Amortization expense for the next five years and thereafter for deferred contract costs is expected as follows:



2019		2020		2021		2022		2023		Thereafter
$	41	$	13	$	8	$	6	$	2	$	30

Supplemental financial information table

The components of Other assets and liabilities were as follows:



	December 31,
(in millions)	2018		2017
Other Current Assets
Prepaid expenses	$	87	$	73
Income taxes receivable	40		13
Value-added tax (VAT) receivable	22		18
Restricted cash	9		9
Other	76		68
Total Other Current Assets	$	234	$	181
Other Current Liabilities
Accrued liabilities	$	307	$	320
Legal settlements	147		62
Software accruals	23		17
Restructure reserves	36		32
Income tax payable	3		6
Other taxes payable	15		7
Other	36		49
Total Other Current Liabilities	$	567	$	493
Other Long-term Assets
Internal use software, net	$	123	$	106
Deferred contract costs, net⁽¹⁾	100		126
Product software, net	18		22
Other	88		70
Total Other Long-term Assets	$	329	$	324
Other Long-term Liabilities
Legal settlements	$	144	$	—
Income tax liabilities	29		20
Unearned income	32		54
Restructuring reserves	13		12
Other	62		60
Total Other Long-term Liabilities	$	280	$	146

__________


(1)	The balances at December 31, 2018 and 2017 are expected to be amortized over a weighted average remaining life of approximately 10 and 9 years, respectively.

Amortization expense for the next five years and thereafter for deferred contract costs is expected as follows:



2019		2020		2021		2022		2023		Thereafter
$	41	$	13	$	8	$	6	$	2	$	30

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, 2018⁽¹⁾		2018			2017

Term loan A due 2022	3.42	%	$	705		$	732
Term loan B due 2023	5.44	%	833			842
Senior notes due 2024	7.71	%	34			510
Capital lease obligations	2.08	%	26			33
Principal Debt Balance			$	1,598		$	2,117
Debt issuance costs and unamortized discounts			(31		)	(56		)
Less: current maturities			(55		)	(82		)
Total Long-term Debt			$	1,512		$	1,979

____________


(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:



2019		2020		2021		2022		2023		Thereafter		Total
$	55	$	50	$	84	$	576	$	800	$	33	$	1,598

Schedule Of Interest Expense And Interest Income

Interest expense and interest income was as follows:



	Year Ended December 31,
(in millions)	2018		2017		2016
Interest expense	$	112	$	137	$	40
Interest income	7		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.

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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:



	December 31, 2018				December 31, 2017
(in millions)	Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾		Gross Notional Value		Fair Value Asset (Liability)⁽¹⁾
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	53	$	—	$	62	$	—
Indian Rupee/U.S. Dollar	69		2		68		1
Mexican Peso/U.S. Dollar	8		—		9		—
All Other	37		—		21		—
Total Foreign Exchange Hedging	$	167	$	2	$	160	$	1

____________


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

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

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



(in millions)	December 31, 2018		December 31, 2017
Assets:
Foreign exchange contract - forward	$	3	$	2
Total Assets	$	3	$	2
Liabilities:
Foreign exchange contracts - forwards	$	1	$	1
Deferred compensation plan liabilities⁽¹⁾	—		99
Total Liabilities	$	1	$	100

___________


(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 made the payments to Plan participants in 2018.

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 were as follows:



	December 31, 2018				December 31, 2017
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Assets held for sale	$	15	$	15	$	757	$	757
Liabilities:
Long-term debt	$	1,512	$	1,463	$	1,979	$	2,070
Liabilities held for sale	$	40	$	40	$	169	$	169

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 Income before Income Tax, Domestic and Foreign

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

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



	Year Ended December 31,
(in millions)	2018			2017			2016
Domestic loss	$	(411	)	$	(91	)	$	(1,329	)
Foreign income	16			75			102
Loss Before Income Taxes	$	(395	)	$	(16	)	$	(1,227	)

Schedule of Components of Income Tax Expense (Benefit)

(benefit) for income taxes were as follows:



	Year Ended December 31,
(in millions)	2018			2017			2016
Federal Income Taxes
Current	$	35		$	4		$	(116	)
Deferred	(62		)	(233		)	(132		)
Foreign Income Taxes
Current	41			25			31
Deferred	(6		)	(3		)	(3		)
State Income Taxes
Current	20			8			1
Deferred	(7		)	6			(25		)
Total Benefit	$	21		$	(193	)	$	(244	)

Schedule of Effective Income Tax Rate Reconciliation

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



	Year Ended December 31,
	2018		2017		2016
U.S. federal statutory income tax rate	21.0	%	35.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(3.7	)%	(104.0	)%	(19.0	)%
Effect of tax law changes	0.5	%	1,282.4	%	—	%
Change in valuation allowance for deferred tax assets	(1.7	)%	(39.5	)%	0.1	%
State taxes, net of federal benefit	(2.3	)%	1.2	%	1.8	%
Audit and other tax return adjustments	—	%	—	%	1.4	%
Tax-exempt income, credits and incentives	2.2	%	38.9	%	0.7	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	1.9	%	47.7	%	0.7	%
Divestitures⁽³⁾	(20.3	)%	(51.9	)%	—	%
Unrecognized tax benefits and other	(2.9	)%	(3.5	)%	(0.8	)%
Effective Income Tax Rate	(5.3	)%	1,206.3	%	19.9	%

____________


(1)	In 2017, nondeductible expenses primarily related to 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.

Schedule of Allocation of Income Tax Expense Benefit

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



	Year Ended December 31,
(in millions)	2018		2017			2016
Pre-tax income	$	21	$	(193	)	$	(244	)
Discontinued operations	—		3			—
Common shareholders' equity:
Changes in defined benefit plans	—		—			8
Stock option and incentive plans, net	—		—			—
Total Income Tax Expense (Benefit)	$	21	$	(190	)	$	(236	)

Summary of Income Tax Contingencies

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



(in millions)	2018			2017		2016
Balance at January 1	$	15		$	14	$	24
Additions related to current year	3			—		1
Additions related to prior years positions	5			—		—
Reductions related to prior years positions	—			—		(5		)
Settlements with taxing authorities⁽¹⁾	(1		)	—		(5		)
Currency	(2		)	1		(1		)
Balance at December 31	$	20		$	15	$	14

_______________


(1)	2018 and 2016 settlement resulted in $1 million and $5 million cash paid, respectively.

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)	2018			2017
Deferred Tax Assets
Net operating losses	$	46		$	41
Operating reserves, accruals and deferrals	68			85
Deferred compensation	16			59
Pension	2			15
Settlement reserves	67			18
Other	11			27
Subtotal	210			245
Valuation allowance	(44		)	(35		)
Total	$	166		$	210

Deferred Tax Liabilities
Unearned income	$	86		$	134
Intangibles and goodwill	341			413
Depreciation	30			5
Other	24			25
Total	$	481		$	577

Total Deferred Taxes, Net	$	(315	)	$	(367	)

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)	2018		2017		2016
Stock-based compensation expense, pre-tax	$	38	$	42	$	23
Income tax benefit recognized in earnings	7		17		9

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

Summary of Stock-based Compensation Activity



	2018				2017				2016
(shares in thousands)	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	3,125		$	16.29	1,961		$	13.99	782		$	11.70
Granted	1,246		18.82		1,988		16.75		2,602		9.61
Vested	(1,501	)	17.30		(215	)	19.98		(119	)	9.43
Canceled	(471	)	16.62		(609	)	15.88		(121	)	10.55
Impact of spin-off⁽¹⁾	—		n/a		—		n/a		(1,183	)	n/a
Outstanding at December 31	2,399		16.90		3,125		16.29		1,961		13.99

Performance Stock Units / Shares
Outstanding at January 1	5,429		$	16.55	4,926		$	13.99	7,522		$	11.57
Granted	730		18.64		3,933		16.76		1,850		9.35
Vested	(980	)	17.12		(1,696	)	19.67		—		—
Canceled	(622	)	16.59		(1,734	)	17.46		(1,478	)	11.96
Impact of spin-off⁽¹⁾	—		n/a		—		n/a		(2,968	)	n/a
Outstanding at December 31	4,557		16.76		5,429		16.55		4,926		13.99

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2018 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 PSUs awards were as follows (in millions):



Awards	December 31, 2018
Restricted Stock Units / Shares	$	26
Performance Stock Units / Shares	48

Schedule of Stock options outstanding and exercisable

Information related to stock options outstanding and exercisable at December 31, 2018 was as follows



(in millions)	Options
	Outstanding		Exercisable
Aggregate intrinsic value	$	1	$	1
Weighted-average remaining contractual life (years)	0.6		0.6

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, 2018						December 31, 2017						December 31, 2016
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	$	20	$	—	$	4	$	3	$	—	$	1	$	1	$	—	$	—
Performance Stock Units / Shares	18		—		4		25		—		10		—		—		—
Stock Options	2		2		—		3		6		1		3		9		1

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,
	2018						2017						2016
(in millions)	Pre-tax			Net of Tax			Pre-tax			Net of Tax			Pre-tax			Net of Tax
Currency Translation
Currency translation adjustments, net	$	(31	)	$	(31	)	$	35		$	35		$	(135	)	$	(135	)
Reclassification of currency translation adjustments on divestitures	42			42			—			—			—			—
Translation adjustments gains(losses)	$	11		$	11		$	35		$	35		$	(135	)	$	(135	)
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	2		$	1		$	1		$	1		$	(2	)	$	(1	)
Changes in cash flow hedges reclassed to earnings⁽¹⁾	(1		)	—			2			1			2			1
Net Unrealized Gains (Losses)	$	1		$	1		$	3		$	2		$	—		$	—

Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other	$	65		$	62		$	—		$	—		$	—		$	—
Net actuarial/prior service gains (losses)	—			—			(5		)	(4		)	(31		)	(23		)
Actuarial loss amortization/settlement⁽²⁾	—			—			2			2			1			1
Other gains (losses)⁽³⁾	—			—			(4		)	(3		)	3			2
Changes in Defined Benefit Plans Gains (Losses)	$	65		$	62		$	(7	)	$	(5	)	$	(27	)	$	(20	)

Other Comprehensive Income (Loss)	$	77		$	74		$	31		$	32		$	(162	)	$	(155	)

_____________________________


(1)	Reclassified to Cost of sales - refer to Note 10 – Financial Instruments for additional information regarding our cash flow hedges.


(2)	Reclassified to total net periodic benefit cost.


(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)

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



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items			Total
Balance at December 31, 2017	$	(437	)	$	1	$	(58	)	$	(494	)
Reclassification of amounts impacted by Tax Reform	—			—		(5		)	(5		)
Other comprehensive income (loss) before reclassifications	(31		)	1		—			(30		)
Amounts reclassified from accumulated other comprehensive loss	42			—		62			104
Net current period other comprehensive income (loss)	11			1		62			74
Balance at December 31, 2018	$	(426	)	$	2	$	(1	)	$	(425	)



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Defined Benefit Pension Items			Total
Balance at December 31, 2016	$	(472	)	$	(1	)	$	(53	)	$	(526	)
Other comprehensive income (loss) before reclassifications	35			2			(5		)	32
Amounts reclassified from accumulated other comprehensive loss	—			—			—			—
Net current period other comprehensive income (loss)	35			2			(5		)	32
Balance at December 31, 2017	$	(437	)	$	1		$	(58	)	$	(494	)



(in millions)	Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Defined Benefit Pension Items			Total
Balance at December 31, 2015	$	(147	)	$	(1	)	$	(33	)	$	(181	)
Net transfers from former parent company	(190		)	—			—			(190		)
Other comprehensive income (loss) before reclassifications	(135		)	—			(20		)	(155		)
Amounts reclassified from accumulated other comprehensive loss	—			—			—			—
Net current period other comprehensive income (loss)	(135		)	—			(20		)	(155		)
Balance at December 31, 2016	$	(472	)	$	(1	)	$	(53	)	$	(526	)

__________


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

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, except per share data. Shares in thousands)	2018			2017			2016
Basic Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(416	)	$	177		$	(983	)
Accrued dividends on preferred stock	(10		)	(10		)	—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(426		)	167			(983		)
Net income (loss) from discontinued operations	—			4			—
Adjusted Net Income (Loss) Available to Common Shareholders	$	(426	)	$	171		$	(983	)
Weighted average common shares outstanding	206,056			204,007			202,875

Basic Earnings (Loss) per Share:
Continuing operations	$	(2.06	)	$	0.82		$	(4.85	)
Discontinued operations	—			0.02			—
Basic Earnings (Loss) per Share	$	(2.06	)	$	0.84		$	(4.85	)

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(416	)	$	177		$	(983	)
Accrued dividends on preferred stock	(10		)	(10		)	—
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(426		)	167			(983		)
Net income (loss) from discontinued operations	—			4			—
Adjusted Net Income (Loss) Available to Common Shareholders	$	(426	)	$	171		$	(983	)
Weighted average common shares outstanding	206,056			204,007			202,875
Common shares issuable with respect to:
Stock options	—			195			—
Restricted stock and performance units / shares	—			2,591			—
8% Convertible preferred stock	—			—			—
Adjusted Weighted Average Common Shares Outstanding	206,056			206,793			202,875
Diluted Earnings (Loss) per Share:
Continuing operations	$	(2.06	)	$	0.81		$	(4.85	)
Discontinued operations	—			0.02			—
Diluted Earnings (Loss) per Share	$	(2.06	)	$	0.83		$	(4.85	)

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	119			—			857
Restricted stock and performance shares/units	5,242			2,568			5,719
Convertible preferred stock	5,393			5,393			5,393
Total Anti-Dilutive Securities	10,754			7,961			11,969

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2018
Contract assets	$ 177,000,000	$ 177,000,000	$ 0		$ 191,000,000
Contract with Customer, Asset, Net, Noncurrent	7,000,000	7,000,000			2,000,000
Contract with Customer, Liability, Current	112,000,000	112,000,000			128,000,000
Contract with Customer, Liability, Noncurrent	32,000,000	32,000,000	54,000,000		46,000,000
Contract with Customer, Asset, Net	40,000,000	40,000,000			19,000,000
Accounts Receivable, Net, Current	782,000,000	782,000,000	1,114,000,000		908,000,000
Revenue from Contract with Customer, Excluding Assessed Tax		5,393,000,000
Capitalized Contract Cost, Amortization		50,000,000
Reclassification of amounts impacted by Tax Reform		(5,000,000)
Restricted Cash, Current	9,000,000	9,000,000	9,000,000	$ 26,000,000
Retained earnings (deficit)	(233,000,000)	(233,000,000)	171,000,000
Revenues		5,393,000,000	6,022,000,000	6,408,000,000
Revenue Recognition, Milestone Method, Revenue Recognized		134,000,000
Asset Impairment Charges		0
Corporate allocations				$ 165,000,000
Assets held for sale	15,000,000	15,000,000	757,000,000
Liabilities held for sale	40,000,000	40,000,000	$ 169,000,000
Deferred Sales Commission	24,000,000	24,000,000
Deferred Sales Inducement Cost, Net	23,000,000	23,000,000
Deferred Set-up Costs, Noncurrent	53,000,000	53,000,000
Retained Earnings [Member]
Reclassification of amounts impacted by Tax Reform	$ 5,000,000	5,000,000
Accounting Standards Update 2014-09 [Member] \| Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Contract assets					7,000,000
Deferred Tax Assets, Tax Deferred Expense					5,000,000
Contract with Customer, Liability, Current					(9,000,000)
Contract with Customer, Liability, Noncurrent					(6,000,000)
Retained earnings (deficit)					$ 17,000,000
Revenues		$ 150,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Disaggregated Revenue by Major Service Line (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 5,393
Commercial Industries [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,547
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	766
Disposed of by Sale \| Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	752	$ 1,062	$ 1,109
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	142
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	5,251
Omni-Channel Communications [Member] \| Commercial Industries [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	852
Human Resource Services \| Commercial Industries [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	754
industry Services [Member] \| Commercial Industries [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	941
Government Services and Health [Member] \| Public Sector [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,351
Transportation Services [Member] \| Public Sector [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	729
Education [Member] \| Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 14	$ 75	$ 131

Basis of Presentation and Summary of Significant Accounting Policies - Contract Assets, Unearned Income and Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Contract assets	$ 177	$ 191	$ 0
Contract with Customer, Asset, Net, Noncurrent	7	2
Contract with Customer, Liability, Current	112	128
Contract with Customer, Liability, Noncurrent	32	46	54
Contract with Customer, Asset, Net	40	19
Accounts Receivable, Net, Current	$ 782	$ 908	$ 1,114

Basis of Presentation and Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Billions	Dec. 31, 2018 USD ($)
Accounting Policies [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage	67.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) primaryreportablesegment	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Segment Reporting Information [Line Items]
Reportable segments, number \| primaryreportablesegment	3
Total Revenues	$ 5,393	$ 6,022	$ 6,408
Revenue from Contract with Customer, Excluding Assessed Tax	5,393
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	221	254	333
Segment Adjusted EBITDA	640	672	635
Segment profit (loss)	422	417	196
Commercial Industries [Member]
Segment Reporting Information [Line Items]
Total Revenues	2,547	2,685	2,827
Revenue from Contract with Customer, Excluding Assessed Tax	2,547
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	97	98	103
Segment Adjusted EBITDA	597	661	623
Segment profit (loss)	500	563	520
Government services [Member]
Segment Reporting Information [Line Items]
Total Revenues	1,351	1,433	1,575
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	30	41	43
Segment Adjusted EBITDA	451	440	464
Segment profit (loss)	424	398	421
Transportation Services [Member]
Segment Reporting Information [Line Items]
Total Revenues	729	767	766
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	36	43	41
Segment Adjusted EBITDA	149	157	129
Segment profit (loss)	113	114	88
Other [Member]
Segment Reporting Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	766
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Total Revenues	0	0	0
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	48	57	70
Segment Adjusted EBITDA	(647)	(745)	(780)
Segment profit (loss)	(695)	(802)	(850)
Disposed of by Sale \| Other [Member]
Segment Reporting Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	752	1,062	1,109
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	7	13	24
Segment Adjusted EBITDA	105	141	190
Segment profit (loss)	98	128	166
Education [Member] \| Other [Member]
Segment Reporting Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	14	75	131
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	3	2	52
Segment Adjusted EBITDA	(15)	18	9
Segment profit (loss)	$ (18)	$ 16	$ (149)

Segment Reporting - Reconciliation Of Operating Profit (Loss) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reconciling items:
Total Segment Profit (Loss)		$ 422,000,000	$ 417,000,000	$ 196,000,000
Goodwill, Impairment Loss	$ 0	0	0	935,000,000
Restructuring and related costs		81,000,000	101,000,000	101,000,000
Interest expense		112,000,000	137,000,000	40,000,000
Depreciation and amortization		242,000,000	243,000,000	280,000,000
Litigation costs (recoveries), net		227,000,000	(11,000,000)	40,000,000
Separation costs		0	12,000,000	44,000,000
Gain (Loss) on Extinguishment of Debt		(108,000,000)	0	0
Other Operating Income (Expense), Net		(5,000,000)	7,000,000	22,000,000
Segment Pre-Tax Income (Loss)		(395,000,000)	(16,000,000)	(1,227,000,000)
Business transformation costs		0	0	3,000,000
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets		221,000,000	254,000,000	333,000,000
NY MMIS Depreciation		0	0	(52,000,000)
NY MMIS		(2,000,000)	9,000,000	161,000,000
HE charge		(1,000,000)	(8,000,000)	0
(Gain) loss on divestitures and transaction costs		(42,000,000)	42,000,000	(2,000,000)
Segment Adjusted EBITDA		$ 640,000,000	$ 672,000,000	$ 635,000,000

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

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

$ 5,393

$ 6,022

$ 6,408

^[1]

465

385

United States

4,748

5,303

5,686

^[1]

375

289

Europe

497

538

547

^[1]

Other areas

148

181

$ 175

^[1]

$ 62

$ 54

[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 and Divestitures - Narrative (Details) - USD ($) $ in Millions			6 Months Ended	9 Months Ended	12 Months Ended
	Jul. 10, 2018	Jun. 30, 2018	Jun. 30, 2018	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Customer Care Contracts
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of goodwill and long-lived assets					$ 66
Goodwill, write-off					11
Long-lived assets, write-off					11
Divestiture revenue					$ 439	$ 483
Local And Municipal Constituent Government Software Solutions Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture revenue				$ 81		113
Proceeds from divestitures and sale of assets, net of cash	$ 106
Gain on sale of business	0
Human Resource Services
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture revenue				172		279
Proceeds from divestitures and sale of assets, net of cash	168
Gain on sale of business		$ 7
Proceeds collected in installments	20
Contingent consideration from divestiture		6
Intercompany divestiture revenue				6
Off-Street Parking
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture revenue				$ 18		42
Proceeds from divestitures and sale of assets, net of cash	$ 26
Gain on sale of business		8
Commercial Vehicle Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture revenue			$ 33			$ 66
Proceeds from divestitures and sale of assets, net of cash		403
Gain on sale of business		77
Adjustment to divestiture proceeds and pre-tax gain		$ 3

Assets/Liabilities Held for Sale and Divestitures - Assets and Liabilities Reclassified to Held for Sale (Details) - USD ($) $ in Millions	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Accounts receivable, net	$ 782	$ 908	$ 1,114
Total Assets held for sale	15		757
Accounts payable	230		118
Unearned income	112		$ 151
Held-for-sale
Accounts receivable, net	15
Total Assets held for sale	15
Accounts payable	1
Accrued compensation	16
Unearned income	8
Other	15
Total Liabilities held for sale	$ 40

Accounts Receivable, Net (Details) - USD ($) $ in Millions	12 Months Ended
Accounts Receivable, Net (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2018	Jan. 01, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for Doubtful Accounts Receivable	$ 2.0			$ 1.4
Accounts receivable, net	1,114.0			$ 782.0	$ 908.0
Accounts receivable sales	$ 119.0	$ 94.0	$ 259.0

Land, Buildings, Equipment and Software, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Property, Plant, Equipment and Software [Line Items]
Product software	$ 22	$ 18
Land, buildings and equipment, gross	1,076	1,222
Accumulated depreciation	(819)	(894)
Land, Buildings and Equipment, Net	257	328
Land [Member]
Property, Plant, Equipment and Software [Line Items]
Land	3	2
Building and building equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Buildings and Improvements, Gross	17	7
Leasehold Improvements [Member]
Property, Plant, Equipment and Software [Line Items]
Leasehold Improvements, Gross	247	246
Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Furniture and Fixtures, Gross	784	901
Other [Member]
Property, Plant, Equipment and Software [Line Items]
Other Land, Building, Equipment and Software	1	2
Construction in progress [Member]
Property, Plant, Equipment and Software [Line Items]
Construction in Progress, Gross	$ 24	$ 64
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, 2018	Dec. 31, 2017	Dec. 31, 2016
Land, Buildings, Equipment and Software, Net [Abstract]
Depreciation expense	$ 121	$ 125	$ 130
Operating lease rent expense	208	267	299
Capital Leased Property Plant and Equipment Net Book Value		24	32
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, Future Minimum Payments Receivable, Current	153
Operating Leases, Future Minimum Payments Receivable, in Two Years	113
Operating Leases, Future Minimum Payments Receivable, in Three Years	78
Operating Leases, Future Minimum Payments Receivable, in Four Years	53
Operating Leases, Future Minimum Payments Receivable, in Five Years	33
Operating Leases, Future Minimum Payments Receivable, Thereafter	76
Capitalized Computer Software, Additions	47	36	39
capitalized product software	$ 8	$ 10	$ 10

Land, Buildings, Equipment and Software, Net - Internal Use Software (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Property, Plant, Equipment and Software [Line Items]
Product software	$ 47	$ 36	$ 39
Internal use software	123	106
Product software	$ 18	$ 22
Internal Use and Product Software, Useful Lives Minimum	1 year
Internal Use and Product Software, Useful Lives Maximum	7 years
Government services [Member]
Property, Plant, Equipment and Software [Line Items]
Software Implementation Charge - Cost of Goods Sold			28
Increase (decrease) in restructuring liabilities			$ 9

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Goodwill [Roll Forward]
Beginning Balance, Goodwill			$ 3,366,000,000	$ 3,889,000,000
Foreign currency translation			(26,000,000)	47,000,000
Goodwill, disposal during year				(33,000,000)
Goodwill, Impairment Loss	$ 0		0	0	$ (935,000,000)
Ending Balance, Goodwill	3,366,000,000	$ 3,889,000,000	3,408,000,000	3,366,000,000	3,889,000,000
Commercial Industries segment [Member]
Goodwill [Roll Forward]
Beginning Balance, Goodwill			1,399,000,000	1,504,000,000
Foreign currency translation			(10,000,000)	19,000,000
Goodwill, disposal during year				(19,000,000)
Goodwill, Impairment Loss		(935,000,000)
Ending Balance, Goodwill	1,399,000,000	1,504,000,000	1,391,000,000	1,399,000,000	1,504,000,000
Government services [Member]
Goodwill [Roll Forward]
Beginning Balance, Goodwill			1,310,000,000	1,738,000,000
Foreign currency translation			0	0
Goodwill, disposal during year				(14,000,000)
Ending Balance, Goodwill	1,310,000,000	1,738,000,000	1,376,000,000	1,310,000,000	1,738,000,000
Public Sector [Member]
Goodwill [Roll Forward]
Goodwill, Impairment Loss		0
Transportation Services [Member]
Goodwill [Roll Forward]
Beginning Balance, Goodwill			657,000,000	647,000,000
Foreign currency translation			(16,000,000)	28,000,000
Goodwill, disposal during year				0
Ending Balance, Goodwill	$ 657,000,000	$ 647,000,000	641,000,000	657,000,000	$ 647,000,000
Held-for-sale
Goodwill [Roll Forward]
Goodwill held for sale			(12,000,000)	(537,000,000)
Goodwill, Other Increase (Decrease)			80,000,000
Held-for-sale \| Commercial Industries segment [Member]
Goodwill [Roll Forward]
Goodwill held for sale			(12,000,000)	(105,000,000)
Goodwill, Other Increase (Decrease)			14,000,000
Held-for-sale \| Government services [Member]
Goodwill [Roll Forward]
Goodwill held for sale			0	(414,000,000)
Goodwill, Other Increase (Decrease)			66,000,000
Held-for-sale \| Transportation Services [Member]
Goodwill [Roll Forward]
Goodwill held for sale			0	$ (18,000,000)
Goodwill, Other Increase (Decrease)			$ 0

Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,920	$ 2,918
Accumulated Amortization	2,269	2,027
Net Amount	651	891
Amortization of Intangible Assets	242	243	$ 280
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2019	241
2020	238
2021	134
2022	12
2023	$ 6
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	11 years
Gross Carrying Amount	$ 2,914	2,907
Accumulated Amortization	2,264	2,022
Net Amount	$ 650	885
Technology, patents and non-compete [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	4 years
Gross Carrying Amount	$ 6	11
Accumulated Amortization	5	5
Net Amount	1	$ 6
Commercial Industries segment [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	417
Government services [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	160
Transportation Services [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	$ 74

Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	$ 78	$ 92	$ 73
Restructuring reserve [Roll Forward]
Balance at beginning of period	44	21
Restructuring provision	78	103
Reversals of prior accruals	0	(11)
Total Net Current Period Charges	78	92
restructuring cash payments charged against the reserve	(75)	(65)
Balance at end of period	49	44	21
Strategic transformation costs	3	9	28
Other Restructuring Costs	2	(4)
Commercial Industries [Member]
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	26	15	27
Government services [Member]
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	1	2	3
Transportation Services [Member]
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	3	1	2
All Other Segments [Member]
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	6	4	17
Corporate, Non-Segment [Member]
Restructuring Cost and Reserve [Line Items]
Net current period restructuring charges, continuing operations	42	70	24
Employee Severance [Member]
Restructuring reserve [Roll Forward]
Balance at beginning of period	14	15
Restructuring provision	39	49
Reversals of prior accruals	(5)	(8)
Total Net Current Period Charges	34	41
restructuring cash payments charged against the reserve	(35)	(42)
Balance at end of period	13	14	15
Other Restructuring Costs	0	0
Lease Cancellation and Other Costs [Member]
Restructuring reserve [Roll Forward]
Balance at beginning of period	30	6
Restructuring provision	39	54
Reversals of prior accruals	5	(3)
Total Net Current Period Charges	44	51
restructuring cash payments charged against the reserve	(40)	(23)
Balance at end of period	36	30	$ 6
Other Restructuring Costs	$ 2	$ (4)

Supplementary Financial Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2018	Dec. 31, 2016
Supplemental Financial Information [Abstract]
Weighted Average Life, Services Revenue, Deferred Set-up Costs	10 years	9 years
Amortization of Customer Contract Costs CY Plus 1	$ 41
Prepaid Expense and Other Assets, Current	87	$ 73
Income Taxes Receivable, Current	40	13
Value Added Tax Receivable, Current	22	18
Restricted Cash and Investments, Current	9	9		$ 26
Other Assets, Miscellaneous, Current	76	68
Other current assets	234	181
Other Accrued Liabilities, Current	307	320
Estimated Litigation Liability, Current	147	62
Accrued Software Costs	23	17
Restructuring Reserve, Current	36	32
Taxes Payable, Current	3	6
Accrual for Taxes Other than Income Taxes, Current	15	7
Other Sundry Liabilities, Current	36	49
Other current liabilities	567	493
Capitalized Computer Software, Net	123	106
Deferred Costs, Noncurrent	100	126
Product Software, net	18	22
Other Assets, Miscellaneous, Noncurrent	88	70
Other long-term assets	329	324
Estimated Litigation Liability, Noncurrent	144	0
Accrued Income Taxes, Noncurrent	29	20
Contract with Customer, Liability, Noncurrent	32	54	$ 46
Restructuring Reserve, Noncurrent	13	12
Other Sundry Liabilities, Noncurrent	62	60
Other long-term liabilities	280	$ 146
Amortization of Customer Contract Costs CY Plus 2	13
Amortization of Customer Contract Costs CY Plus 3	8
Amortization of Customer Contract Costs CY Plus 4	6
Amortization of Customer Contract Costs CY Plus 5	2
Amortization of Customer Contract Costs CY Plus 6 and Beyond	$ 30

Debt - Long-term Debt (Details) - USD ($)
$ in Millions

3 Months Ended

Jul. 10, 2018

Jun. 28, 2018

Dec. 31, 2018

Dec. 31, 2017

Dec. 07, 2016

Write off of Deferred Debt Issuance Cost

$ 3

Repayments of Debt

$ 476

Capital Lease Obligations

$ 33

Total Long-term Debt

1,512

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

576

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

800

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

Long-term Debt from Continuing Operations, Gross

1,598

Redemption Premium

Write Off Of Unamortized Discount And Deferred Debt Issuance Cost

$ 13

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net

Current portion of long-term debt

$ 82

Term Loan A due 2021 [Member]

^[2]

3.42%

Term Loan A due 2022 [Member]

$ 700

Debt Instrument, Interest Rate, Increase (Decrease)

(0.50%)

Term Loan B due 2023 [Member]

705

$ 732

Debt Instrument, Interest Rate, Increase (Decrease)

(0.50%)

^[2]

5.44%

Senior Notes due 2024 [Member]

833

$ 842

$ 850

^[2]

7.71%

Debt Instrument, Interest Rate, Stated Percentage

$ 34

$ 510

10.50%

Capital Lease Obligations [Member]

^[2]

2.08%

Principal Debt Balance

Philippine Peso U.S. Dollar [Member]

$ 1,598

$ 2,117

[1]	{F\|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjJmNGI4ZWE3YjQ3MjQ4YWRhOGMxNjI3ZTAwMjA4NmIwfFRleHRTZWxlY3Rpb246NjUwQTc0OTIwMjAyNTg3MkEzQTBEMUI1OUUxRkNFNkEM}
[2]	Represents weighted average effective interest rate which includes the effect of discounts and premiums on issued debt.

Debt - Credit Facility, Senior Notes, and Loan Repricing (Details) - USD ($) $ in Millions				3 Months Ended		12 Months Ended
	Jul. 10, 2018	Jun. 28, 2018	Jun. 27, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 07, 2016
Line of Credit Facility [Line Items]
Letters of Credit Outstanding, Amount				$ 12		$ 12
Write off of Deferred Debt Issuance Cost				3
Repayments of Debt	$ 476
Redemption Premium	95
Write Off Of Unamortized Discount And Deferred Debt Issuance Cost	$ 13
Debt Instrument, Redemption, Period Two [Member] \| Senior Notes [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Price, Percentage						100.00%
Debt Instrument, Redemption, Period One [Member] \| Senior Notes [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Price, Percentage						110.50%
Debt Instrument, Redemption Percentage						35.00%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit Facility Leverage Terms Low						225.00%
Credit Facility Leverage Terms Foreign Subsidiary						65.00%
Credit Facility Subsidiary Leverage Terms Low after Sept 30, 2018						3.75
Term Loan A due 2021 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility							$ 700
Term Loan B due 2023 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 833	$ 842	$ 833	850
Debt Instrument, Interest Rate, Increase (Decrease)		(0.50%)
Term Loan B due 2023 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate			3.00%
Term Loan B due 2023 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.50%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 750
Debt Instrument, Interest Rate, Increase (Decrease)				(0.50%)
Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.75%	2.25%
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 300		300
Senior Notes due 2024 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 34	$ 510	$ 34
Debt Instrument, Interest Rate, Stated Percentage				10.50%		10.50%
Term Loan A due 2022 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 705	$ 732	$ 705
Debt Instrument, Interest Rate, Increase (Decrease)		(0.50%)
Term Loan A due 2022 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate			2.25%
Term Loan A due 2022 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%

Debt - Interest Income/Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Interest paid on short-term and long-term debt	$ 100	$ 129	$ 5
Interest Expense	112	137	40
Interest Income	$ 7	$ 3	$ 3

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

Dec. 31, 2018

Dec. 31, 2017

Summary of Foreign Exchange Hedging Positions [Abstract]

Indian Rupee U S Dollar Member

$ 53

$ 62

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]

Designated as Hedging Instrument [Member]

$ 37

Foreign Exchange Contracts [Line Items]

Average Maturity of Foreign Exchange Hedging Contracts - within Three Months

65.00%

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

14.00%

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

17.00%

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

4.00%

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member]

$ 167

160

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]

U.S. federal statutory income tax rate

^[1]

$ 0

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

Fair Value of Financial Assets and Liabilities - Recurring (Details) - Fair Value, Measurements, Recurring [Member] - Significant Other Observable Inputs (Level 2) [Member] - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Assets:
Total	$ 3	$ 2
Liabilities:
Foreign exchange contracts - forwards	1	1
Deferred compensation plan liabilities	0	99
Total	1	100
Foreign exchange contracts - forwards [Member]
Assets:
Foreign exchange contracts - forwards	$ 3	$ 2

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trade Receivables Held-for-sale, Amount	$ 15	$ 757
Total Liabilities held for sale	40	169
Long-term debt	1,512	1,979
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trade Receivables Held-for-sale, Amount	15	757
Total Liabilities held for sale	40	169
Long-term debt	$ 1,463	$ 2,070

Employee Benefit Plans - Defined Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation		$ 280
Fair value of plan assets		222
United States
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation		102
Fair value of plan assets		62
Non-US
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation	$ 12	178
Fair value of plan assets	$ 3	$ 160

Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan [Abstract]
Post employment benefit plan contributions by employer	$ 28	$ 35	$ 35

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions		3 Months Ended		12 Months Ended
	Dec. 22, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 21, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax cuts and jobs act, provisional income tax benefit			$ 198
Tax cuts and jobs act, change in tax rate, provisional tax benefit			$ 210
U.S. federal statutory income tax rate	21.00%			21.00%	35.00%	35.00%	35.00%
Tax cuts and jobs act, transition tax, provisional income tax expense					$ 12
Tax cuts and jobs act, measurement period adjustment, income tax benefit		$ 2
Tax cuts and jobs act, measurement period adjustment, change in tax rate, income tax benefit		5
Tax cuts and jobs act, measurement period adjustment, reduction in transition tax		1
Tax cuts and jobs act, measurement period adjustment, deductible expenses		$ 4
Domestic loss				$ (411)	(91)		$ (1,329)
Foreign income				16	75		102
Income (Loss) Before Income Taxes				$ (395)	$ (16)		$ (1,227)

Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Current Federal Tax (Benefit) Expense	$ 35	$ 4	$ (116)
Deferred Federal Income Tax Expense	(62)	(233)	(132)
Current Foreign Tax Expense	41	25	31
Deferred Foreign Income Tax Expense (Benefit)	(6)	(3)	(3)
Current State Tax Expense	20	8	1
Deferred State Income Tax Expense	(7)	6	(25)
Total Benefit	$ 21	$ (193)	$ (244)

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

12 Months Ended

Dec. 22, 2017

Dec. 31, 2018

Dec. 31, 2017

Dec. 21, 2017

Dec. 31, 2016

Income Tax Disclosure [Abstract]

21.00%

35.00%

Nondeductible expenses

(3.70%)

(104.00%)

(19.00%)

Effect of tax law changes

0.50%

1282.40%

0.00%

Change in valuation allowance for deferred tax assets

(1.70%)

(39.50%)

0.10%

State taxes, net of federal benefit

(2.30%)

1.20%

1.80%

Audit and other tax return adjustments

0.00%

1.40%

Tax-exempt income, credits and incentives

2.20%

38.90%

0.70%

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

^[1]

1.90%

47.70%

0.70%

Divestitures

^[1]

20.30%

51.90%

0.00%

Unrecognized tax benefits and other

(2.90%)

(3.50%)

(0.80%)

Effective Income Tax Rate

(5.30%)

1206.30%

19.90%

Income taxes paid

$ 108

$ 29

$ (123)

[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.

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

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

Income Tax Interperiod Allocaion [Line Items]

Pre-tax income

$ 21

$ (193)

$ (244)

Discontinued Operation, Tax Effect of Discontinued Operation

^[1]

Stock option and incentive plans, net

Total Income Tax Expense (Benefit)

(190)

(236)

Defined Benefit Pension Plans, Defined Benefit [Member]

Income Tax Interperiod Allocaion [Line Items]

Other comprehensive income (loss), tax

$ 0

$ 8

[1]	Year Ended December 31,(in millions) 2018 2017 2016Pre-tax income $21 $(193) $(244)Discontinued operations — 3 —Common shareholders' equity: Changes in defined benefit plans — — 8Stock option and incentive plans, net — — —Total Income Tax Expense (Benefit) $21 $(190) $(236)

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

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

Balance, Beginning

$ 15

$ 14

$ 24

Additions related to current year

(5)

Settlements with taxing authorities

^[1]

(1)

(5)

Currency

(2)

(1)

Currency

Balance, Ending

Cash paid as result of settlement

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

Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued

$ 10

$ 6

$ 4

[1]	2018 and 2016 settlement resulted in $1 million and $5 million cash paid, respectively

Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Undistributed Earnings of Foreign Subsidiaries	$ 164
Net operating losses	46	$ 41
Operating reserves, accruals and deferrals	68	85
Deferred compensation	16	59
Pension	2	15
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals	67	18
Other	11	27
Subtotal	210	245
Valuation allowance	(44)	(35)
Total	166	210
Unearned income	86	134
Intangibles and goodwill	341	413
Depreciation	30	5
Other	24	25
Total	481	577
Total Deferred Taxes, Net	(315)	(367)
Valuation Allowance, Deferred Tax Asset, Change in Amount	(9)	$ (11)
Deferred Tax Assets, Tax Credit Carryforwards	9
Net Operating Loss Carryforwards, Expire	417
Carryforward Indefinitely [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 54

Contingencies and Litigation - Other Contingencies (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Surety Bond [Member]
Guarantor Obligations [Line Items]
Damages sought, multiplier of overpayment amount		$ 646,000,000
Other contingencies letter of credits [Member]
Guarantor Obligations [Line Items]
Damages sought, multiplier of overpayment amount		344,000,000
State Of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC [Member]
Guarantor Obligations [Line Items]
Loss Contingency, Estimate of Possible Loss		110,000,000
Loss Contingency, Damages Sought, Value		2,000,000,000
Loss Contingency, Damages Sought, Multiplier Of Overpayment Amounts			3
Loss Contingency, New Claims Filed, Number	200,000
Additional Accrual for Loss Contingency		72,000,000
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]
Guarantor Obligations [Line Items]
Gain Contingency, Unrecorded Amount	$ 150,000,000		$ 150,000,000
Loss Contingency, Damages Sought, Value		47,000,000
Loss on Contract Termination		$ 25,000,000
Loss Contingency, New Claims Filed, Number		2

Contingencies and Litigation Litigation (Details) - State Of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC [Member] $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss	$ 110
Loss Contingency, Damages Awarded, Value	236
loss contingencies, agreed upon settlement amount to be paid at signing	20
loss contingencies, agreed upon settlement amount to be paid 2 months after signing	20
loss contingencies, agreed upon settlement amount to be paid within 6 months after signing	38
loss contingencies, agreed upon settlement amount to be paid after 1 year	79
loss contingencies, agreed upon settlement amount to be paid after 2 year	79
Loss Contingency Accrual, Period Increase (Decrease)	113
Loss contingencies, discount amount	$ 13

Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Preferred stock, XRX separation shares issued (in shares)		120,000
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
Convertible Preferred Stock, Shares Reserved for Future Issuance		5,393,000
Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share)		$ 22.25
Convertible Preferred Stock, Terms of Conversion	1.3694
Common Stock [Member]
Class of Stock [Line Items]
Preferred stock converted into common shares (in shares)		44.9438

Shareholder's Equity - Stock (Details) - $ / shares shares in Millions	Dec. 31, 2018	Dec. 31, 2017
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)	$ 0.01
Common Stock, Shares Authorized (in shares)	1,000.0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 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, 2018	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 38	$ 42	$ 23
Income tax benefit recognized in earnings	$ 7	$ 17	$ 9
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, 2018	Dec. 31, 2017	Dec. 31, 2016
Restricted Stock Units (RSUs) [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	3,125	1,961	782
Granted (in shares)	1,246	1,988	2,602
Vested (in shares)	(1,501)	(215)	(119)
Cancelled (in shares)	(471)	(609)	(121)
Impact of Spin-off (in shares)	0	0	(1,183)
Outstanding at December 31 (in shares)	2,399	3,125	1,961
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 16.29	$ 13.99	$ 11.70
Granted (in dollars per share)	18.82	16.75	9.61
Vested (in dollars per share)	17.30	19.98	9.43
Cancelled (in dollars per share)	16.62	15.88	10.55
Outstanding at December 31 (in dollars per share)	$ 16.90	$ 16.29	$ 13.99
Performance Shares [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	5,429	4,926	7,522
Granted (in shares)	730	3,933	1,850
Vested (in shares)	(980)	(1,696)	0
Cancelled (in shares)	(622)	(1,734)	(1,478)
Impact of Spin-off (in shares)	0	0	(2,968)
Outstanding at December 31 (in shares)	4,557	5,429	4,926
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 16.55	$ 13.99	$ 11.57
Granted (in dollars per share)	18.64	16.76	9.35
Vested (in dollars per share)	17.12	19.67	0.00
Cancelled (in dollars per share)	16.59	17.46	11.96
Outstanding at December 31 (in dollars per share)	$ 16.76	$ 16.55	$ 13.99
Deferred Compensation, Share-based Payments [Member]
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	96
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	119

Shareholders' Equity - Share-based Compensation, Stock Option Activity (Details) - Stock Options [Member] shares in Thousands	Dec. 31, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares) \| shares	119
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable, Weighted Average (in dollars per share) \| $ / shares	$ 10.15

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 36
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 21
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	11 months
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 15
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	9 months

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2018 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	$ 26
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	$ 48

Shareholders' Equity - Share-based Compensation, Stock Option Awards, Intrinsic Value (Details) - Stock Options [Member] $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value outstanding	$ 1
Aggregate intrinsic value exercisable	$ 1
Weighted-average remaining contractual life, outstanding, years	7 months
Weighted-average remaining contractual life, exercisable, years	7 months

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 20	$ 3	$ 1
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	4	1	0
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	18	25	0
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	4	10	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value - Stock Options	2	3	3
Cash Received	2	6	9
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options	$ 0	$ 1	$ 1

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

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

Other Comprehensive Income [Abstract]

Translation Adjustment Losses, Pre-tax

$ (31)

$ 35

$ (135)

Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax

(31)

(135)

Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax

Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax

^[1]

Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax

(135)

Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent

(135)

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

(2)

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

(1)

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

^[2]

(1)

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

Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax

^[3]

Other Comprehensive Income (Loss), Defined Benefit Plan, Settlement and Curtailment Gain (Loss), before Tax

^[3]

Actuarial loss amortization/settlement, net of tax

^[1]

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

(5)

(20)

Other Comprehensive (Loss) Income, before Tax

(162)

Other Comprehensive (Loss) Income, Net of Tax

^[1]

$ 74

$ 32

$ (155)

[1]	All amounts are net of tax. Tax effects were immaterial. See Note 17 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
[2]	Reclassified to Cost of sales - refer to Note 10 – Financial Instruments for additional information regarding our cash flow hedges.
[3]	Reclassified to total net periodic benefit cost.
[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, 2018

Dec. 31, 2017

Dec. 31, 2016

Accumulated Other Comprehensive Income (Loss) [Line Items]

$ (494)

$ (526)

$ (181)

(190)

(5)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(30)

(155)

104

^[1]

(155)

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

(425)

(494)

(526)

Accumulated Other Comprehensive Income (Loss) [Line Items]

(437)

(472)

(147)

(190)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(31)

(135)

(135)

Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]

(426)

(437)

(472)

Accumulated Other Comprehensive Income (Loss) [Line Items]

(1)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

(1)

Accumulated Other Comprehensive Income (Loss) [Line Items]

(58)

(53)

(33)

(5)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(5)

(20)

(5)

(20)