0001677703-20-000010 | 10-K | XBRL Viewer

Currency Translation Adjustments, Net of Tax

$ (1,934)

$ (416)

$ 181

^[1]

(31)

Reclassification of currency translation adjustments on divestitures, Net of Tax

^[1]

Reclassification of divested benefit plans and other

^[1]

(1)

Unrecognized gains (losses), net

^[1]

Changes in benefit plans, net

^[1]

(5)

Other Comprehensive Income (Loss), Net

^[1]

$ (1,916)

$ (342)

$ 213

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

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, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	$ 496	$ 756
Accounts receivable, net	652	782
Assets held for sale	0	15
Contract assets	155	177
Other current assets	283	234
Total current assets	1,586	1,964
Land, buildings and equipment, net	342	328
Operating Lease, Right-of-Use Asset	271	0
Intangible assets, net	426	651
Goodwill	1,502	3,408
Other long-term assets	387	329
Total Assets	4,514	6,680
Liabilities and Equity
Current portion of long-term debt	50	55
Accounts payable	198	230
Accrued compensation and benefits costs	174	193
Unearned income	108	112
Liabilities held for sale	0	40
Other current liabilities	647	567
Total current liabilities	1,177	1,197
Long-term debt	1,464	1,512
Deferred Tax Liabilities, Net, Noncurrent	111	327
Operating Lease, Liability, Noncurrent	229	0
Other long-term liabilities	91	280
Total Liabilities	3,072	3,316
Contingencies (See Note 16)
Series A convertible preferred stock	142	142
Common stock	2	2
Additional paid-in capital	3,890	3,878
Retained earnings (deficit)	(2,185)	(233)
Accumulated other comprehensive loss	(407)	(425)
Total Equity	1,300	3,222
Total Liabilities and Equity	$ 4,514	$ 6,680
Shares of common stock issued and outstanding (in shares)	211,511	211,306
Shares of Series A convertible preferred stock and outstanding (in shares)	120	120

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

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

$ (1,934)

$ (416)

$ 181

Depreciation and amortization

459

460

495

Contract inducement amortization

Goodwill impairment

1,952

Deferred income taxes

(220)

(75)

(230)

(Gain) loss from investments

(4)

(2)

(10)

Amortization of debt financing costs

(Gain) loss on extinguishment of debt

108

(Gain) loss on divestitures and transaction costs

(42)

Stock-based compensation

Allowance for Doubtful Accounts

(1)

(Increase) decrease in accounts receivable

107

133

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

(14)

(111)

(32)

Increase (decrease) in accounts payable and accrued compensation

(32)

(56)

(49)

Increase (decrease) in restructuring liabilities

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

(257)

161

(125)

Net change in income tax assets and liabilities

(17)

Other operating, net

(4)

(15)

Net Cash Provided by (Used in) Operating Activities, Total

132

283

300

Cash Flows from Investing Activities:

Cost of additions to land, buildings and equipment

(148)

(179)

(96)

Proceeds from sale of land, buildings and equipment

Cost of additions to internal use software

(67)

(45)

(36)

Proceeds from investments

117

Payments to Acquire Businesses, Net of Cash Acquired

(90)

Proceeds from Divestiture of Businesses, Net of Cash Divested

675

(7)

Other investing, net

(5)

Net Cash Provided By (Used In) Investing Activities

(310)

460

Cash Flows from Financing Activities:

Proceeds on long-term debt

306

Debt issuance fee payments

(3)

(8)

Payments on debt

(54)

(519)

(241)

Premium on debt redemption

(95)

Transfers (To) From Former Parent

(161)

Taxes paid for settlement of stock based compensation

(21)

(10)

(5)

Dividends paid on preferred stock

(10)

Other financing

(5)

Net Cash Provided By (Used In) Financing Activities

(85)

(637)

(124)

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

(8)

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

(260)

251

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

765

^[1]

667

^[1]

416

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

$ 505

$ 765

^[1]

$ 667

^[1]

[1]	Includes $9 million of restricted cash as of each of the years December 31, 2019, 2018 and 2017, that was included in Other current assets on their respective Consolidated Balance Sheets.

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restricted Cash [Abstract]
Restricted Cash, Current	$ 9	$ 9	$ 9

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

Total

Conduent Shareholders' Equity [Member]

Retained Earnings [Member]

Additional Paid-in Capital [Member]

AOCL [Member]

Common Stock [Member]

Beginning Balance at Dec. 31, 2016

$ 3,288

$ 0

$ 3,812

$ (526)

^[1]

$ 2

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

Cash dividends paid - preferred stock, $80/per share

(10)

Stock option and incentive plans, net

$ 181

181

^[2]

^[1]

Ending Balance at Dec. 31, 2017

213

181

^[1]

3,529

171

3,850

(494)

^[1]

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

Cumulative Effect of New Accounting Principle in Period of Adoption | New Revenue Guidance[Member]

Cash dividends paid - preferred stock, $80/per share

(10)

Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect

(5)

Stock option and incentive plans, net

(416)

^[2]

^[1]

Ending Balance at Dec. 31, 2018

(342)

(416)

^[1]

3,222

(233)

3,878

(425)

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

Cumulative Effect of New Accounting Principle in Period of Adoption | New Lease Guidance [Member]

(8)

Cash dividends paid - preferred stock, $80/per share

(10)

Stock option and incentive plans, net

(1,934)

^[1]

Ending Balance at Dec. 31, 2019

$ (1,916)

(1,916)

(1,934)

^[1]

$ 1,300

$ (2,185)

$ 3,890

$ (407)

$ 2

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

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Stockholders' Equity [Abstract]
Preferred stock, cash dividend (in dollars per share)	$ 80	$ 80	$ 80

Organization, Consolidation and Presentation of Financial Statements

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

References herein to “we,” “us,” “our,” the “Company” and “Conduent” refer to Conduent Incorporated and its consolidated subsidiaries unless the context suggests otherwise.

Description of Business

Conduent is a global enterprise and leading provider of mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process expertise in transaction-intensive processing, and technology such as analytics and automation, Conduent solutions and services create value by improving efficiencies, reducing costs and enabling revenue growth. A majority of Fortune 100 companies and over 500 government entities depend on Conduent every day to manage their business processes and essential interactions with their end users. The Company's portfolio includes industry-focused solutions in attractive growth markets such as healthcare and transportation, as well as solutions that serve multiple industries such as transaction processing, customer care, human resource solutions 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.

The Company has evaluated subsequent events through February 26, 2020. Subsequent events are disclosed throughout the Notes to these Consolidated Financial Statements.

Conduent Incorporated is a New York corporation, organized in 2016. Our common stock began trading on January 3, 2017, on the New York Stock Exchange, under the ticker "CNDT". In December 2019, Conduent changed the listing of its publicly traded common stock from the New York Stock Exchange to the NASDAQ Global Select Market (NASDAQ), where it remains listed under the ticker "CNDT".

Use of Estimates

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 and income taxes. 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

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. The guidance replaces the incurred loss model with an expected loss model referred to as current expected credit loss (CECL). The CECL model requires us to measure lifetime expected credit losses for financial instruments held at the reporting date using historical experience, current conditions and reasonable supportable forecasts. The guidance expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating credit losses and requires new disclosures of the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. This updated guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company has determined, after gathering data and developing models, that the adoption of the new standard will not have any material impact on its Consolidated Financial Statements.

Recently Adopted Accounting Standards

Leases: The Company adopted the new lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Consolidated Balance Sheets.

The impact of adopting this new guidance included the establishment of Operating lease right-of-use (ROU) assets of $387 million, an increase to Other current liabilities of $103 million, a decrease to Other long-term liabilities of $21 million, the establishment of Operating lease liabilities of $316 million and a net decrease to opening retained earnings (deficit) of $8 million, as of January 1, 2019. The adoption did not have an impact on the Company’s Consolidated Statements of Income (Loss) or Consolidated Statements of Cash Flows.

Summary of Accounting Policies

Leases

The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in our Consolidated Balance Sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases.

The components of lease costs were as follows:


(in millions)	Year Ended December 31, 2019
Finance Lease Costs:
Amortization of right of use assets	$	10
Interest on lease liabilities	1
Total Finance Lease Costs	$	11
Operating lease costs:
Base rent	$	112
Short-term lease costs	12
Variable lease costs⁽¹⁾	30
Sublease income	(7)
Total Operating Lease Costs	$	147

__________

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

Supplemental cash flow information related to leases was as follows:


(in millions)	Year Ended December 31, 2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	137
Operating cash flows from finance leases	1
Total Cash Flow from Operating Activities	$	138

Financing cash flow from finance leases	$	11

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	32
Finance leases	$	2

Supplemental balance sheet information related to leases was as follows:


(in millions)	December 31, 2019
Operating lease assets:
Operating lease right-of-use assets	$	271
Operating lease liabilities:
Other current liabilities	$	91
Operating lease liabilities	229
Total Operating Lease Liabilities	$	320

Finance lease assets:
Land, buildings and equipment, net	$	14
Finance lease liabilities:
Current portion of long-term debt	$	7
Long-term debt	10
Total Finance Lease Liabilities	$	17

The Company's leases generally do not provide an implicit rate, therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The weighted average discount rates for operating and finance leases were 5.5% and 4.8%, respectively.

The weighted average remaining lease terms for operating and finance leases at December 31, 2019, were 5 years and 3 years, respectively.

Maturities of operating lease liabilities were as follows:


	December 31, 2019
(in millions)	Operating Lease Payments
2020	$	106
2021	79
2022	57
2023	36
2024	28
Thereafter	62
Total undiscounted operating lease payments	368
Less imputed interest	48
Present value of operating lease liabilities	$	320

Maturities of finance lease liabilities were as follows:


	December 31, 2019
(in millions)	Finance Lease Payments
2020	$	7
2021	6
2022	4
2023	1
2024	—
Thereafter	—
Total undiscounted finance lease payments	18
Less imputed interest	1
Present value of finance lease liabilities	$	17

As of December 31, 2019, the Company had entered into additional operating lease agreements for real estate of $15 million, which have not commenced and have not been recognized on the Company's Consolidated Balance Sheet. These operating leases are expected to commence in 2020 with lease terms of 3 to 10 years.

Under the previous lease accounting guidance, future minimum operating lease commitments that have initial or remaining non-cancelable lease term in excess of one year at December 31, 2018 were as follows:


	December 31, 2018
(in millions)	Operating Lease Payments
2019	$	153
2020	113
2021	78
2022	53
2023	33
Thereafter	76
Total minimum operating lease payments	$	506

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 2019, 2018 and 2017, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 6 – 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 2018, management approved the disposal through sale of certain assets and businesses. This action was taken as a result of the Company's strategic evaluation of these businesses. As of December 31, 2018, one of these businesses remained unsold and qualified as assets held for sale and we reclassified $15 million to assets held for sale and $40 million to liabilities held for sale.

Refer to Note 4 – Divestiture 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 7 – 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 7 – 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.

In January 2017, the FASB issued updated accounting guidance for simplifying the goodwill impairment test. We early adopted this guidance for our goodwill impairment tests performed after January 1, 2017. 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 the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, 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 8 – 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 U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2019.

Refer to Note 15 – 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.

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 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.

Refer to Note 2 – Revenue for further discussion.

Revenue

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

In 2019, the Company changed how it presents its disaggregated revenue by major service offering to reflect how the Company currently manages its businesses. All prior periods presented have been revised to reflect this change.

These changes have 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 offering, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 3 – Segment Reporting for additional information on the Company's reportable segments.


	Year Ended December 31,
(in millions)	2019		2018
Commercial Industries:
End-user customer experience	$	669	$	710
Transaction processing	595		651
Commercial healthcare	519		510
Human resource and learning services	602		679
Total Commercial Industries	2,385		2,550
Government Services:
Government healthcare	680		731
Payment solutions	292		321
State and local	235		245
Federal	56		54
Total Government Services	1,263		1,351
Transportation:
Tolling	327		300
Transit	254		226
Photo and parking	190		188
Commercial vehicle	10		15
Total Transportation	781		729
Other:
Divestitures	36		752
Education	2		11
Total Other	38		763
Total Consolidated Revenue	$	4,467	$	5,393

Timing of Revenue Recognition:
Point in time	$	144	$	142
Over time	4,323		5,251
Total Revenue	$	4,467	$	5,393

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

End-User Customer Experience: 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.

Transaction Processing: The Company helps its clients improve communications with their customers and constituents, whether it is on paper, on-line or through other communication channels. The Company also offers a broad array of flexible transaction processing services that include data entry, scanning, image processing, enrollment processing, claims processing, high volume offsite print and mail services and file indexing. The Company serves clients by managing their critical finance, accounting and procurement processes. These services include general accounting and reporting, billing and accounts receivable and purchasing, accounts payable and expense management services. The Company also offers wholesale and retail lockbox services and process auto and mortgage loans in the United States.

Commercial Healthcare: On behalf of the healthcare industry, the Company delivers administration, clinical support and medical management solutions across the health ecosystem to reduce costs, increase compliance and enhance utilization, while improving health outcomes and experience for members and patients. The Company's solutions span: trials, sales, access, adherence and long-term differentiation solutions to pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, care integration, subrogation and payment integrity solutions to managed care companies; and workers compensation medical bill review, mailroom/data capture and medical management services to claims payers and third-party administrators.

Human Resource and Learning 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 provides clients with a simplified approach to help their employees manage their healthcare costs and accumulate wealth with tax-advantaged accounts, as well as end-to-end learning services, designed to accelerate the productivity and development of its clients’ employees and extended work forces. The Company's global presence, superior innovation and expertise allow it to deliver performance-based learning services tailored to its clients’ unique strategic business goals. Offerings include learning strategy and assessment, instructor management and learning administration.

Government Healthcare: The Company provides medical management and fiscal agent care management services to Medicaid programs and federally-funded U.S. government healthcare programs. The Company's services include a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility, electronic visit verification and case management solutions.

Payment Solutions: The Company is a leader in government payment disbursements for federally sponsored programs like SNAP, commonly known as food stamps and Women, Infant and Children (WIC) as well as government-initiated cash disbursements such as child support and unemployment.

State and Local: The Company delivers innovative services and solutions to help agencies reduce costs and improve processes. The Company offers a broad set of solutions and services such as child support services, case management, labor, workforce and other government solutions.

Federal: As a preferred partner to government IT clients, the Company leverages technology as a key mechanism for improving citizen service and cost savings. The Company's solutions include: technology infrastructure, application portfolio management, IT consulting and other IT managed services.

Tolling: The Company's electronic tolling, urban congestion management and mileage-based user solutions help clients keep up with an ever-changing environment and get more travelers where they need to go while generating revenue for much-needed infrastructure improvements. The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit: The Company aims to make journeys more personalized and convenient while increasing capacity and profitability for authorities and agencies. The Company combines the latest in fare collection and intelligent mobility so that clients can get the added efficiency of having a single point of contact for all their transit solutions.

Photo and Parking: The Company delivers intelligent curbside management systems that simplify parking programs and deliver convenient and hassle-free experience for drivers. The Company's curbside solutions include citation and permit administration, parking enforcement and curbside demand management. The Company also provides data analytics, automated photo enforcement and other public safety solutions to make streets and communities safer.

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

Divestitures: This represents divestitures that were previously reported as Commercial Industries, Government Services and Transportation.

Education: This represents Student Loan business, which the Company exited in the third quarter of 2018.

Contract Balances

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

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


(in millions)	December 31, 2019		December 31, 2018
Contract Assets (Unearned Income)
Current contract assets	$	155	$	177
Long-term contract assets⁽¹⁾	10		7
Current unearned income	(108)		(112)
Long-term unearned income⁽²⁾	(21)		(32)
Net Contract Assets (Unearned Income)	$	36	$	40
Accounts receivable, net	$	652	$	782

__________

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

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

Revenues of $101 million and $134 million were recognized during the years ended December 31, 2019 and 2018, respectively, related to the Company's unearned income at December 31, 2018 and January 1, 2018. The Company had no asset impairment charges related to contract assets for the year ended December 31, 2019.

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, 2019, was approximately $1.8 billion. The Company expects to recognize approximately 67% of this revenue over the next 2 years and the remainder thereafter.

Costs to Obtain and Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. The net book value of these costs, which was $18 million and $24 million as of December 31, 2019 and 2018, respectively, 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 $21 million and $23 million as of December 31, 2019 and 2018, respectively, 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 $45 million and $53 million as of December 31, 2019 and 2018, respectively, and are classified in Other long-term assets on the Consolidated Balance Sheets. Contract fulfillment costs are expensed to Depreciation and amortization as the Company satisfies its performance obligations by transferring the service to the customer. These costs are amortized on a systematic basis over the expected period of benefit.

The amortization of costs incurred to obtain and fulfill a contract for the years ended December 31, 2019 and 2018, were $42 million and $50 million, respectively.

Segment Reporting

12 Months Ended

Dec. 31, 2019

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.

Our financial performance is based on Segment Profit / (Loss) and Segment Adjusted EBITDA for our three reportable segments (Commercial Industries, Government Services and Transportation), Other operations and Shared IT / Infrastructure & Corporate Costs.

•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 operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and their consumers and employees.

•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. Our solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

•Transportation: Our Transportation segment provides systems and support, as well as revenue-generating services, to government clients. On behalf of government agencies and authorities in the transportation industry, we deliver mission-critical mobility and payment solutions that improve automation, interoperability and decision-making to streamline operations, increase revenue and reduce congestion while creating safer communities and seamless travel experiences for consumers.

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

Shared IT / Infrastructure & Corporate Costs includes both normal ongoing IT infrastructure costs and costs related to modernization of a significant portion of our infrastructure with new systems and processes and consolidation of our data centers as part of our transformation initiatives. It also includes costs related to corporate overhead functions and shared real estate costs. These costs are not allocated to the reportable segments.

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
2019							Divestitures		Other
Revenue	$	2,385	$	1,263	$	781	$	36	$	2	$	—	$	4,467
Segment profit (loss)	$	448	$	394	$	120	$	1	$	—	$	(690)	$	273
Segment depreciation and amortization	$	94	$	28	$	33	$	—	$	—	$	61	$	216
Adjusted EBITDA	$	542	$	423	$	157	$	1	$	—	$	(629)	$	494

2018
Revenue	$	2,550	$	1,351	$	729	$	752	$	11	$	—	$	5,393
Segment profit (loss)	$	501	$	424	$	113	$	98	$	(19)	$	(695)	$	422
Segment depreciation and amortization	$	97	$	30	$	36	$	7	$	3	$	48	$	221
Adjusted EBITDA	$	598	$	451	$	149	$	105	$	(16)	$	(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

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


(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)	2019		2018		2017
Income (Loss) Before Income Taxes	$	(2,106)	$	(395)	$	(16)
Reconciling items:
Amortization of acquired intangible assets	246		242		243
Restructuring and related costs	71		81		101
Interest expense	78		112		137
(Gain) loss on extinguishment of debt	—		108		—
Goodwill impairment	1,952		—		—
(Gain) loss on divestitures and transaction costs	25		42		(42)
Litigation costs (recoveries), net	17		227		(11)
Separation costs	—		—		12
Other (income) expenses, net	(10)		5		(7)
Segment Pre-Tax Income (Loss)	$	273	$	422	$	417
Segment depreciation and amortization	216		221		254
NY MMIS charge (credit)	1		(2)		9
HE charge (credit)	—		(1)		(8)
Other adjustments	$	4	$	—	$	—
Adjusted EBITDA	$	494	$	640	$	672

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)	2019		2018		2017		2019⁽²⁾		2018
United States	$	4,000	$	4,748	$	5,303	$	612	$	375
Europe	386		497		538		53		28
Other areas	81		148		181		137		62
Total Revenues and Long-Lived Assets	$	4,467	$	5,393	$	6,022	$	802	$	465

__________

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

(2)Amounts include operating lease right-of-use assets.

Divestiture	12 Months Ended
Divestiture	Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]
Divestiture	Divestiture In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC. During 2019, the Company recorded additional losses and transaction costs of $17 million on the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge in 2018. The revenue generated from this business was $36 million for the three months ended March 31, 2019 and $439 million for the year ended December 31, 2018.

Business Acquisition

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisitions

Business Acquisition

In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent consideration payment of $8 million based on a cumulative achievement over 2 years. Revenue recorded for the year ended December 31, 2019, was $20 million. Pre-tax income for the year ended December 31, 2019, was $6 million.

The Company’s final purchase price allocation for HSP as of the acquisition date was as follows:


(in millions)
Fair Value of Consideration Transferred:
Cash paid	$	90
Contingent consideration payable	7
Total Consideration	$	97
Allocation of Purchase Price:
Net tangible assets	$	10
Developed technology	19
Costs Assigned to Intangible Assets
Customer relationships	18
Trademarks and trade names	1
Goodwill	49
Total Intangible Assets	68

Total Assets	$	97

The weighted average amortization periods are 7 years, 15 years and 1.5 years for Developed technology, Customer relationships and Trademarks and trade names, respectively. The acquired goodwill is associated with the Company's Commercial Industries segment. This acquired goodwill, while tax deductible, includes $7 million related to contingent consideration payable that is not tax deductible until it is earned and paid. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of HSP. The Developed technology is classified as Product Software within Other long-term assets on the Consolidated Balance Sheets.

The Company has not presented separate results of operations or combined pro forma financial information of the Company and the acquired business because the results of operations of the acquired business are considered immaterial.

Accounts Receivables, Net

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Accounts Receivables, Net

Accounts Receivable, Net

The Accounts receivable, net balance of $652 million and $782 million at December 31, 2019 and 2018, respectively, included allowance for doubtful accounts of $2 million and $1 million at December 31, 2019 and 2018, respectively.

The Company enters into various factoring and supply chain financing programs from time to time, in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to third-party financial institutions. 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)	2019		2018
Accounts receivable sales	$	204	$	119

Land, Buildings, Equipment and Software, Net

12 Months Ended

Dec. 31, 2019

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

Land, Buildings, Equipment and Software, Net

Land, buildings and equipment, net was as follows:


	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2019		2018
Land		$	1	$	2
Building and building equipment	25 to 50	7		7
Leasehold improvements	Varies	267		246
IT, other equipment and office furniture	3 to 15	964		901
Other	4 to 20	3		2
Construction in progress		50		64
Subtotal		1,292		1,222
Accumulated depreciation		(950)		(894)
Land, Buildings and Equipment, Net		$	342	$	328

Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $123 million, $121 million and $125 million, respectively.

Internal Use and Product Software

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


(in millions)	Year Ended December 31,
Additions to:	2019		2018		2017
Internal use software	$	70	$	47	$	36
Product software	9		8		10


(in millions)	December 31,
Capitalized Costs, Net	2019		2018
Internal use software⁽¹⁾	$	150	$	123
Product software⁽¹⁾	40		18

__________

(1)Refer to Note 10 – Supplementary Financial Information for additional information.

Useful lives of our internal use and product software generally vary from one to seven years. Amortization expense for internal use and product software for the years ended December 31, 2019, 2018 and 2017 was $48 million, $46 million and $65 million, respectively.

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2019

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, 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
Foreign currency translation	—		(1)		(1)		(2)
Acquisition	49		—		—		49
Impairment	(618)		(754)		(580)		(1,952)
Other	(1)		—		—		(1)
Balance at December 31, 2019	$	821	$	621	$	60	$	1,502

__________

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

Impairment Charge

In the first quarter of 2019, the Transportation reporting unit experienced unanticipated losses of certain customer contracts, lower than expected new customer contracts and higher costs of delivery (all subsequent to February 2019), and as a result, the growth of this reporting unit decreased resulting in its fair value being below its carrying value by an estimated $284 million. Accordingly, the Company recorded a pre-tax impairment charge of $284 million for the three months ended March 31, 2019.

In the second quarter of 2019, there were further unanticipated losses of certain customer contracts, lower potential future volumes and lower than expected new customer contracts (all subsequent to May 9, 2019). This led to actual results being below budget and a further downward revision of the long-term forecast across all the Company's former reporting units (Financial Services & Healthcare, Consumer & Industrial, Europe (together comprising Commercial Industries), Government Services, and Transportation). As a consequence of the business performance and the strategy pivot due to changes in management that occurred in the second quarter of 2019, the Company lowered its sales outlook, average margin expectation for the future years, and increased its weighted average cost of capital.

Based upon the information identified in the second quarter of 2019, the Company performed an interim goodwill impairment assessment for all its reporting units which resulted in a pre-tax impairment charge of $1.1 billion for the three months ended June 30, 2019.

During the fourth quarter of 2019, the Company changed its reporting units within the Commercial Industries reportable segment to reflect how the Company currently manages its business. The Company currently has six reporting units (End-User Customer Experience, Transaction Processing, Commercial Healthcare and Human Resources and Learning Services, (together comprising Commercial Industries), Government Services and Transportation), which support its three reportable segments. No impairment was identified during the annual impairment test performed as of October 1, 2019. Subsequent to completing the annual impairment test, the Company experienced further unanticipated contract losses within the Government Services reporting unit, and as result, management performed a goodwill impairment assessment for this reporting unit as of December 31, 2019, which resulted in a pre-tax impairment charge of $512 million. In addition, in the fourth quarter the Company recorded an immaterial correction to the impairment charges recorded in the first and second quarters to properly reflect the impact of tax deductible goodwill on the previous impairments as well as the related income tax benefit. The impairment adjustment and related income tax benefit to the first quarter charge for the Transportation reporting unit totaled $20 million and $1 million, respectively. The impairment adjustment and related income tax benefit to the second quarter charge totaled $69 million and $6 million, respectively. The second quarter impairment and income tax benefit adjustments corrected the Commercial Industries reporting unit by $53 million and $5 million, respectively, and the Government Services reporting unit by $16 million and $1 million, respectively. We believe these adjustments are not material to the current period or any prior period. The cumulative impairment charge for the year ended December 31, 2019 was approximately $2.0 billion.

The fair values of the goodwill impairment charges were estimated based on a determination of the implied fair value of goodwill, leveraging discounted cash flows and designated as level 3 of the fair value hierarchy.

Intangible Assets, Net

Net intangible assets were $426 million at December 31, 2019 of which $285 million, $96 million and $45 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised of the following:


		December 31, 2019										December 31, 2018
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	12 years	$	2,920	$	2,494	$	426	$	2,914	$	2,264	$	650
Technology, patents and non-compete	4 years	1		1		—		6		5		1
Total Intangible Assets		$	2,921	$	2,495	$	426	$	2,920	$	2,269	$	651

Amortization expense related to intangible assets was $246 million, $242 million and $243 million for the years ended December 31, 2019, 2018 and 2017, respectively. Amortization expense is expected to approximate $240 million in 2020, $122 million in 2021, $24 million in 2022, $6 million in 2023 and $4 million in 2024.

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2019

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, which totaled $21 million and $4 million for the years ended December 31, 2019 and 2018, respectively. 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, 2019 is as follows:


(in millions)	Severance and Related Costs		Other Contractual Termination Costs		Asset Impairments		Total
Balance at December 31, 2017	$	14	$	30	$	—	$	44
Provision	39		35		4		78
Changes in estimates	(5)		6		(1)		—
Total Net Current Period Charges⁽¹⁾	34		41		3		78
Charges against reserve and currency	(35)		(35)		(3)		(73)
Balance at December 31, 2018	$	13	$	36	$	—	$	49
Provision	33		30		15		78
Changes in estimates	(5)		(6)		—		(11)
Total Net Current Period Charges⁽¹⁾	28		24		15		67
Charges against reserve and currency	(26)		(32)		(15)		(73)
Reclassification to operating lease ROU assets⁽²⁾	—		(22)		—		(22)
Balance at December 31, 2019	$	15	$	6	$	—	$	21

__________

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

(2)Relates to the adoption of the new lease guidance.

We also recorded costs related to professional support services associated with the implementation of the strategic transformation program of $4 million, $3 million and $9 million during the years ended December 31, 2019, 2018 and 2017, 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)	2019		2018		2017
Commercial Industries	$	24	$	26	$	15
Government Services	1		1		2
Transportation	2		3		1
Other	—		6		4
Shared IT / Infrastructure & Corporate Costs	40		42		70
Total Net Restructuring Charges	$	67	$	78	$	92

Supplementary Financial Information Supplementary Financial Information

12 Months Ended

Dec. 31, 2019

Supplemental Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2019		2018
Other Current Assets
Prepaid expenses	$	70	$	87
Income taxes receivable	38		40
Value-added tax (VAT) receivable	20		22
Restricted cash	9		9
Net receivable from buyers of divested businesses	52		6
Other⁽¹⁾	94		70
Total Other Current Assets	$	283	$	234
Other Current Liabilities
Accrued liabilities	$	309	$	330
Litigation related accruals	178		147
Current operating lease liabilities	91		—
Restructure reserves	15		36
Income tax payable	11		3
Other taxes payable	16		15
Other	27		36
Total Other Current Liabilities	$	647	$	567
Other Long-term Assets
Internal use software, net	$	150	$	123
Deferred contract costs, net⁽²⁾	84		100
Product software, net	40		18
Other⁽¹⁾	113		88
Total Other Long-term Assets	$	387	$	329
Other Long-term Liabilities
Litigation related accruals	$	—	$	144
Income tax liabilities	20		29
Unearned income	21		32
Restructuring reserves	6		13
Other	44		62
Total Other Long-term Liabilities	$	91	$	280

__________

(1)The balances at December 31, 2019 and 2018 include capitalized cloud computing implementation costs, net, which represents technology solutions, of $40 million and $5 million at December 31, 2019 and 2018, respectively. The costs have estimated useful lives of 3 to 5 years with amortization expense of $2 million, $0 million and $0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses on the Company's Consolidated Statements of Income (Loss).

(2)The balances at December 31, 2019 and 2018 are expected to be amortized over a weighted average remaining life of approximately 12 and 10 years, respectively.

Amortization expense for deferred contract costs for the years ended December 31, 2019, 2018 and 2017 was $42 million, $50 million and $62 million, respectively.

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


2020		2021		2022		2023		2024		Thereafter
$	32	$	9	$	7	$	4	$	2	$	30

Debt

12 Months Ended

Dec. 31, 2019

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, 2019⁽¹⁾		2019		2018

Term loan A due 2022	3.42	%	$	664	$	705
Term loan B due 2023	5.48	%	824		833
Senior notes due 2024	10.91	%	34		34
Finance lease obligations	4.79	%	17		26
Principal Debt Balance			$	1,539	$	1,598
Debt issuance costs and unamortized discounts			(25)		(31)
Less: current maturities			(50)		(55)
Total Long-term Debt			$	1,464	$	1,512

____________

(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:


2020		2021		2022		2023		2024		Thereafter		Total
$	50	$	84	$	571	$	800	$	34	$	—	$	1,539

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 available for the issuance of letters of credit.

As of December 31, 2019, we have utilized $83 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. Currently additional term loans of up to $300 million are permitted.

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, 2019 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.

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 $69 million, $100 million, $129 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Interest expense	$	78	$	112	$	137
Interest income⁽¹⁾	6		7		3

____________

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

Financial Instruments

12 Months Ended

Dec. 31, 2019

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 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, 2019 and 2018, we had outstanding forward exchange with gross notional values of $207 million and $167 million, respectively. At December 31, 2019, approximately 76% of these contracts mature within three months, 9% in three to six months, 12% in six to twelve months and 3% in greater than 12 months.

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


	December 31, 2019						December 31, 2018
(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	$	57	$	1	$	53	$	—
Indian Rupee/U.S. Dollar	85		1		69		2
Mexican Peso/U.S. Dollar	—		—		8		—
All Other	65		—		37		—
Total Foreign Exchange Hedging	$	207	$	2	$	167	$	2

____________

(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, 2019

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, 2019		December 31, 2018
Assets:
Foreign exchange contract - forward	$	2	$	3
Total Assets	$	2	$	3
Liabilities:
Foreign exchange contracts - forwards	$	—	$	1
Total Liabilities	$	—	$	1

Summary of Other Financial Assets and Liabilities

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


	December 31, 2019						December 31, 2018
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Assets held for sale	$	—	$	—	$	15	$	15
Liabilities:
Long-term debt	$	1,464	$	1,449	$	1,512	$	1,463
Liabilities held for sale	$	—	$	—	$	40	$	40
Contingent consideration payable	$	4	$	4	$	—	$	—

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 contingent consideration payable related to the HSP acquisition was measured using a Monte Carlo simulation model and calibrated to management’s financial projections of the acquired business. The value of the contingent consideration payable is then estimated to be the arithmetic average of all simulation paths, discounted to the valuation date (Level 3). The changes in the fair value are recorded in Other income (expense), net on the Consolidated Statements of Income (Loss). Refer to Note 5 – Business Acquisition for additional information.

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 4 – Divestiture 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.

Stockholders' Equity Note [Abstract]

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2019
Defined Benefit Plan [Abstract]
Employee Benefit Plans	Employee Benefit Plans Defined Benefit Plans In 2018, all the U.S. and the majority of the international plan assets and obligations were sold as 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 at December 31, 2019 were $14 million and $2 million, respectively. The Company's remaining benefit obligations and plan assets at December 31, 2018 were $12 million and $3 million, respectively. 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. However, beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S. salaried employees. The Company recorded charges related to its defined contribution plans of $9 million in 2019, $28 million in 2018 and $35 million in 2017. As a result of suspending 401(k) match for U.S. employees in 2019, there was a $12 million reduction in expense for the year ended December 31, 2019.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

15 - Income Taxes

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


	Year Ended December 31,
(in millions)	2019		2018		2017
Domestic loss	$	(2,177)	$	(411)	$	(91)
Foreign income	71		16		75
Loss Before Income Taxes	$	(2,106)	$	(395)	$	(16)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Federal Income Taxes
Current	$	(3)	$	35	$	4
Deferred	(170)		(62)		(233)
Foreign Income Taxes
Current	47		41		25
Deferred	(8)		(6)		(3)
State Income Taxes
Current	5		20		8
Deferred	(43)		(7)		6
Total Provision (Benefit)	$	(172)	$	21	$	(193)

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,
	2019		2018		2017
U.S. federal statutory income tax rate	21.0	%	21.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(0.2)	%	(3.7)	%	(104.0)	%
Effect of tax law changes	—	%	0.5	%	1,282.4	%
Change in valuation allowance for deferred tax assets	(1.2)	%	(1.7)	%	(39.5)	%
State taxes, net of federal benefit	1.8	%	(2.3)	%	1.2	%
Tax-exempt income, credits and incentives	0.3	%	2.2	%	38.9	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	(0.2)	%	1.9	%	47.7	%
Divestitures⁽³⁾	0.2	%	(20.3)	%	(51.9)	%
Goodwill impairment⁽⁴⁾	(14.1)	%	—	%	—	%
Unrecognized tax benefits and other	0.6	%	(2.9)	%	(3.5)	%
Effective Income Tax Rate	8.2	%	(5.3)	%	1,206.3	%

____________

(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.

(4)Goodwill impairment represents adjustments for impairment of non-deductible component of goodwill.

On a consolidated basis, we paid a total of $46 million, $108 million and $29 million in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2019, 2018 and 2017, respectively.

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


	Year Ended December 31,
(in millions)	2019		2018		2017
Income tax expense (benefit)	$	(172)	$	21	$	(193)
Discontinued operations	—		—		3
Total Income Tax Expense (Benefit)	$	(172)	$	21	$	(190)

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, 2019, the Company had $24 million of total unrecognized tax benefits, of which $23 million, if recognized, would impact the Company's effective tax rate. Due to expected settlements, the Company estimates that $14 million of the total unrecognized tax benefits will reverse within the next twelve months.

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


(in millions)	2019		2018		2017
Balance at January 1	$	20	$	15	$	14
Additions related to current year	1		3		—
Additions related to prior years positions	7		5		—
Reductions related to prior years positions	(3)		—		—
Settlements with taxing authorities⁽¹⁾	(1)		(1)		—
Currency	—		(2)		1
Balance at December 31	$	24	$	20	$	15

_______________

(1)2019 and 2018 settlement resulted in $1 million and $1 million cash paid, respectively.

We maintain offsetting benefits from other jurisdictions of $16 million, $15 million and $16 million, at December 31, 2019, 2018 and 2017, respectively. We recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. We had $14 million, $10 million and $6 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2019, 2018 and 2017, respectively. In the U.S., we are no longer subject to U.S. federal income tax examinations for years before 2015. 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 $222 million as of December 31, 2019. 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. 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)	2019		2018
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	122	$	46
Operating reserves, accruals and deferrals	33		68
Deferred compensation	11		16
Settlement reserves	44		67
Operating lease liabilities	78		—
Other	21		13
Subtotal	309		210
Valuation allowance	(72)		(44)
Total	$	237	$	166

Deferred Tax Liabilities
Unearned income	$	53	$	86
Intangibles and goodwill	143		341
Depreciation	47		30
Operating lease right-of-use assets	65		—
Other	23		24
Total	$	331	$	481

Total Deferred Taxes, Net	$	(94)	$	(315)

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, 2019 and 2018 was an increase of $28 million and an increase of $9 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, 2019, we had tax credit carryforwards of $15 million available to offset future income taxes which will expire between 2027 and 2039 if not utilized. We also had net operating loss carryforwards for income tax purposes of $637 million that will expire between 2020 and 2039, if not utilized; and $254 million available to offset future taxable income indefinitely. We had $45 million of capital loss carryforwards for income tax purposes that will expire in 2024, if not utilized, and $11 million available to offset future capital gains income indefinitely.

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Litigation	Contingencies and Litigation As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning a variety of matters, including: governmental entity contracting, servicing and procurement law; intellectual property law; employment law; commercial and contracts law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its view on estimated losses in consultation with outside counsel handling its defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in the Company's determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts in excess of any accrual for such matter or matters, this could have a material adverse effect on the Company's results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. The Company believes it has recorded adequate provisions for any such matters as of December 31, 2019. 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 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, 2019, 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 alleged that Conduent State Healthcare LLC (f/k/a Xerox State Healthcare, LLC and ACS State Healthcare) (“CSH”), Conduent Business Services LLC (“CBS”) and Conduent Incorporated (“CI”) (collectively, CSH, CBS and CI are referred to herein as the "Conduent Defendants") and Xerox Corporation (together with the Conduent Defendants, the “Defendants”) violated the Texas Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health and Human Services (“HHSC”). In February 2019 a settlement agreement and release was reached among the Defendants, the State and HHSC which was amended in May 2019 ("Texas Agreement"). Pursuant to the terms of the Texas Agreement, the Conduent Defendants were required to pay the State of Texas $236 million, of which $118 million was paid in 2019 and $118 million paid in January 2020. The case has been dismissed with prejudice with a full release and discharge of the Defendants. Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs filed a lawsuit in the Superior Court of New York County, New York. The lawsuit relates to the sale of a portion of Conduent Business Service, LLC’s (“CBS”) select standalone customer care call center business (the “Business”) to plaintiffs, which sale closed in February 2019. Under the terms of the sale agreement, CBS received approximately $23 million of notes from plaintiffs (the “Notes”). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty, indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. Conduent denies all of these allegations, believes that it has strong defenses to all of plaintiffs’ claims and will vigorously defend itself against these claims. 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. 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. On April 26, 2019, Plaintiffs in the parallel litigation filed an appeal. 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, in excess of currently recorded reserves. 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 Medicaid Management Information Systems. In the lawsuit, Conduent seeks damages in excess of $150 million. 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. Conduent also alleges that it terminated the Contract for cause, because, among other things, Cognizant violated the Foreign Corrupt Practices Act. Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the contract and an alleged $25 million termination fee. Conduent has responded to Cognizant’s counterclaims by denying the allegations. Cognizant filed a second amended counterclaim seeking an additional $43 million to satisfy the minimum revenue commitment attributable to the years 2017-2020, which increased Cognizant's damages claim to $90 million. 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: Since 2014, Xerox Education Services, Inc. ("XES") has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (the "Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of an inquiry the Illinois Attorney General's Office recently commenced, the Company has resolved the investigations the CFPB and several state agencies commenced and continues to work with the Department and the U.S. Department of Justice to resolve all outstanding issues, including a number of operational projects that XES discovered and disclosed since 2014. 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 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 Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of December 31, 2019, the Company had $568 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $227 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, 2019
Equity [Abstract]
Preferred Stock	Preferred Stock Series A Preferred Stock In connection with the December 31, 2016 separation from our former parent company (Separation), we issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments. If the closing price of 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, 2019

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2019, we had one class of preferred stock outstanding. Refer to Note 17 – Preferred Stock for further information. We are authorized to issue approximately 100 million shares of convertible 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, 2019, 17 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 in Conduent's common stock 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)	2019		2018		2017
Stock-based compensation expense, pre-tax	$	24	$	38	$	42
Income tax benefit recognized in earnings	—		7		17

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. As of December 31, 2019, these options have expired. Conduent has not issued any new stock options.

Summary of Stock-based Compensation Activity


	2019				2018					2017
(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	2,399	$	16.90	3,125	$	16.29	1,961	$	13.99
Granted	2,503	12.57		1,246	18.82		1,988	16.75
Vested	(2,135)	15.54		(1,501)	17.30		(215)	19.98
Canceled	(1,026)	15.68		(471)	16.62		(609)	15.88
Outstanding at December 31	1,741	13.07		2,399	16.90		3,125	16.29

Performance Stock Units / Shares
Outstanding at January 1	4,557	$	16.76	5,429	$	16.55	4,926	$	13.99
Granted	1,229	13.35		730	18.64		3,933	16.76
Vested	(1,069)	15.64		(980)	17.12		(1,696)	19.67
Canceled	(1,120)	16.00		(622)	16.59		(1,734)	17.46
Outstanding at December 31	3,597	16.17		4,557	16.76		5,429	16.55

The Company issued 182 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 total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2019 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Vesting Period (Years)
Restricted Stock Units / Shares	$	15	1.9
Performance Stock Units / Shares	1		1.0
Total	$	16

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


Awards	December 31, 2019
Restricted Stock Units / Shares	$	11
Performance Stock Units / Shares	22

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


(in millions)	December 31, 2019										December 31, 2018								December 31, 2017
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	$	17	$	—	$	4	$	20	$	—	$	4	$	3	$	—	$	1
Performance Stock Units / Shares	11		—		2		18		—		4		25		—		10
Stock Options	—		—		—		2		2		—		3		6		1

Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Comprehensive Income (Loss) Note

Other Comprehensive Income (Loss)

Other Comprehensive Loss is comprised of the following:


	Year Ended December 31,
	2019						2018						2017
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	3	$	3	$	(31)	$	(31)	$	35	$	35
Reclassification of currency translation adjustments on divestitures	15		15		42		42		—		—
Translation adjustments gains(losses)	$	18	$	18	$	11	$	11	$	35	$	35
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	1	$	1	$	2	$	1	$	1	$	1
Changes in cash flow hedges reclassed to earnings⁽¹⁾	(1)		—		(1)		—		2		1
Net Unrealized Gains (Losses)	$	—	$	1	$	1	$	1	$	3	$	2

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

Other Comprehensive Income (Loss)	$	19	$	18	$	77	$	74	$	31	$	32

_____________________________

(1)Reclassified to Cost of sales - refer to Note 12 – 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, 2018	$	(426)	$	2	$	(1)	$	(425)
Other comprehensive income (loss) before reclassifications	3		1		—		4
Amounts reclassified from accumulated other comprehensive loss	15		—		(1)		14
Net current period other comprehensive income (loss)	18		1		(1)		18
Balance at December 31, 2019	$	(408)	$	3	$	(2)	$	(407)


(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)

__________

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

Earnings per Share

12 Months Ended

Dec. 31, 2019

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)	2019		2018		2017
Net Income (Loss) per Share:
Net income (loss)	$	(1,934)	$	(416)	$	177
Cash dividend paid - preferred stock	(10)		(10)		(10)
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(1,944)		(426)		167
Net income (loss) from discontinued operations	—		—		4
Adjusted Net Income (Loss) Available to Common Shareholders	$	(1,944)	$	(426)	$	171
Weighted average common shares outstanding	209,318		206,056		204,007

Basic Earnings (Loss) per Share:
Continuing operations	$	(9.29)	$	(2.06)	$	0.82
Discontinued operations	—		—		0.02
Basic Earnings (Loss) per Share	$	(9.29)	$	(2.06)	$	0.84

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(1,934)	$	(416)	$	177
Accrued dividends on preferred stock	(10)		(10)		(10)
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(1,944)		(426)		167
Net income (loss) from discontinued operations	—		—		4
Adjusted Net Income (Loss) Available to Common Shareholders	$	(1,944)	$	(426)	$	171
Weighted average common shares outstanding	209,318		206,056		204,007
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	209,318		206,056		206,793
Diluted Earnings (Loss) per Share:
Continuing operations	$	(9.29)	$	(2.06)	$	0.81
Discontinued operations	—		—		0.02
Diluted Earnings (Loss) per Share	$	(9.29)	$	(2.06)	$	0.83

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	—		—		—
Restricted stock and performance shares/units	—		—		2,568
Convertible preferred stock	—		—		5,393
Total Anti-Dilutive Securities	—		—		7,961

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions

During the third quarter of 2019, Carl C. Icahn and his affiliates (shareholders) increased their ownership interest in the Company. In the normal course of business, the Company provides services to, and purchases from, certain related parties with the same shareholders. The services provided to these entities included those related to human resources, end-user support and other services and solutions. The purchases from these entities included office equipment and related services and supplies. Revenue and purchases from these entities were included in Revenue and Costs of services / Selling, General and administrative, respectively, on the Company's Consolidated Statements of Income (Loss).

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Revenue from related parties	$	33	$	45	$	51
Purchases from related parties	$	46	$	41	$	43

The Company's receivable and payable balances with related party entities were not material as of December 31, 2019 and 2018.

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2019

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

Valuation and Qualifying Accounts

For the three years ended December 31, 2019


(in millions)				Balance at beginning of period			Additions charged to expense⁽¹⁾⁽⁴⁾			Amounts (credited) charged to other income statement accounts ⁽²⁾			Deductions and other, net of recoveries ⁽³⁾⁽⁴⁾			Balance at end of period
Allowance for Losses:
2019	Accounts Receivable	$	1		$	3		$	—		$	(2)		$	2
2018	Accounts Receivable	2			—			—			(1)			1
2017	Accounts Receivable	7			(1)			—			(4)			2

Tax Valuation Allowance:
2019	Tax Valuation	44			38			—			(10)			72
2018	Tax Valuation	35			17			—			(8)			44
2017	Tax Valuation	24			16			—			(5)			35

__________

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

Organization, Consolidation and Presentation of Financial Statements (Policies)

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Consolidation

Description of Business

Basis of Presentation

The Company has evaluated subsequent events through February 26, 2020. Subsequent events are disclosed throughout the Notes to these Consolidated Financial Statements.

Use of Estimates

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 and income taxes. 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 Pronouncements

New Accounting Standards

Recently Adopted Accounting Standards

Summary of Accounting Policies

Leases

The components of lease costs were as follows:


(in millions)	Year Ended December 31, 2019
Finance Lease Costs:
Amortization of right of use assets	$	10
Interest on lease liabilities	1
Total Finance Lease Costs	$	11
Operating lease costs:
Base rent	$	112
Short-term lease costs	12
Variable lease costs⁽¹⁾	30
Sublease income	(7)
Total Operating Lease Costs	$	147

__________

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

Supplemental cash flow information related to leases was as follows:


(in millions)	Year Ended December 31, 2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	137
Operating cash flows from finance leases	1
Total Cash Flow from Operating Activities	$	138

Financing cash flow from finance leases	$	11

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	32
Finance leases	$	2

Supplemental balance sheet information related to leases was as follows:


(in millions)	December 31, 2019
Operating lease assets:
Operating lease right-of-use assets	$	271
Operating lease liabilities:
Other current liabilities	$	91
Operating lease liabilities	229
Total Operating Lease Liabilities	$	320

Finance lease assets:
Land, buildings and equipment, net	$	14
Finance lease liabilities:
Current portion of long-term debt	$	7
Long-term debt	10
Total Finance Lease Liabilities	$	17

The weighted average remaining lease terms for operating and finance leases at December 31, 2019, were 5 years and 3 years, respectively.

Maturities of operating lease liabilities were as follows:


	December 31, 2019
(in millions)	Operating Lease Payments
2020	$	106
2021	79
2022	57
2023	36
2024	28
Thereafter	62
Total undiscounted operating lease payments	368
Less imputed interest	48
Present value of operating lease liabilities	$	320

Maturities of finance lease liabilities were as follows:


	December 31, 2019
(in millions)	Finance Lease Payments
2020	$	7
2021	6
2022	4
2023	1
2024	—
Thereafter	—
Total undiscounted finance lease payments	18
Less imputed interest	1
Present value of finance lease liabilities	$	17


	December 31, 2018
(in millions)	Operating Lease Payments
2019	$	153
2020	113
2021	78
2022	53
2023	33
Thereafter	76
Total minimum operating lease payments	$	506

Cash and Cash Equivalents

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

Receivable Sales

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

Receivable Sales

Assets Held-for-Sale

Assets/Liabilities Held for Sale

Refer to Note 4 – Divestiture for further discussion.

Land, Buildings and Equipment and Equipment on Operating Leases

Land, Buildings and Equipment

Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further discussion.

Software - Internal Use and Product

Software - Internal Use and ProductInternal 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.

Capitalization of Internal Costs

Goodwill and Other Intangible Assets

Goodwill

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Refer to Note 8 – Goodwill and Intangible Assets, Net for further information.

Impairment or Disposal of Long-Lived Assets, Policy

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 Tax

Income Taxes

Refer to Note 15 – Income Taxes for further discussion.

Foreign Currency Transactions and Re-measurement

Foreign Currency Translation and Re-measurement

Revenue from Contract with Customer

Revenue Recognition

Refer to Note 2 – Revenue for further discussion.

Organization, Consolidation and Presentation of Financial Statements (Tables)

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Lease, Cost

The components of lease costs were as follows:


(in millions)	Year Ended December 31, 2019
Finance Lease Costs:
Amortization of right of use assets	$	10
Interest on lease liabilities	1
Total Finance Lease Costs	$	11
Operating lease costs:
Base rent	$	112
Short-term lease costs	12
Variable lease costs⁽¹⁾	30
Sublease income	(7)
Total Operating Lease Costs	$	147

__________

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

Lease Costs, Supplemental cash Flow

Supplemental cash flow information related to leases was as follows:


(in millions)	Year Ended December 31, 2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	137
Operating cash flows from finance leases	1
Total Cash Flow from Operating Activities	$	138

Financing cash flow from finance leases	$	11

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	32
Finance leases	$	2

Assets And Liabilities, Lessee

Supplemental balance sheet information related to leases was as follows:


(in millions)	December 31, 2019
Operating lease assets:
Operating lease right-of-use assets	$	271
Operating lease liabilities:
Other current liabilities	$	91
Operating lease liabilities	229
Total Operating Lease Liabilities	$	320

Finance lease assets:
Land, buildings and equipment, net	$	14
Finance lease liabilities:
Current portion of long-term debt	$	7
Long-term debt	10
Total Finance Lease Liabilities	$	17

Lessee, Operating Lease, Liability, Maturity

Maturities of operating lease liabilities were as follows:


	December 31, 2019
(in millions)	Operating Lease Payments
2020	$	106
2021	79
2022	57
2023	36
2024	28
Thereafter	62
Total undiscounted operating lease payments	368
Less imputed interest	48
Present value of operating lease liabilities	$	320

Finance Lease, Liability, Maturity

Maturities of finance lease liabilities were as follows:


	December 31, 2019
(in millions)	Finance Lease Payments
2020	$	7
2021	6
2022	4
2023	1
2024	—
Thereafter	—
Total undiscounted finance lease payments	18
Less imputed interest	1
Present value of finance lease liabilities	$	17

Schedule of Future Minimum Operating Lease Non-cancelable Payments


	December 31, 2018
(in millions)	Operating Lease Payments
2019	$	153
2020	113
2021	78
2022	53
2023	33
Thereafter	76
Total minimum operating lease payments	$	506

Revenue from Contract with Customer (Tables)

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Service Line


	Year Ended December 31,
(in millions)	2019		2018
Commercial Industries:
End-user customer experience	$	669	$	710
Transaction processing	595		651
Commercial healthcare	519		510
Human resource and learning services	602		679
Total Commercial Industries	2,385		2,550
Government Services:
Government healthcare	680		731
Payment solutions	292		321
State and local	235		245
Federal	56		54
Total Government Services	1,263		1,351
Transportation:
Tolling	327		300
Transit	254		226
Photo and parking	190		188
Commercial vehicle	10		15
Total Transportation	781		729
Other:
Divestitures	36		752
Education	2		11
Total Other	38		763
Total Consolidated Revenue	$	4,467	$	5,393

Timing of Revenue Recognition:
Point in time	$	144	$	142
Over time	4,323		5,251
Total Revenue	$	4,467	$	5,393

Contract Assets, Unearned Income and Accounts Receivable

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


(in millions)	December 31, 2019		December 31, 2018
Contract Assets (Unearned Income)
Current contract assets	$	155	$	177
Long-term contract assets⁽¹⁾	10		7
Current unearned income	(108)		(112)
Long-term unearned income⁽²⁾	(21)		(32)
Net Contract Assets (Unearned Income)	$	36	$	40
Accounts receivable, net	$	652	$	782

__________

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

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

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2019

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
2019							Divestitures		Other
Revenue	$	2,385	$	1,263	$	781	$	36	$	2	$	—	$	4,467
Segment profit (loss)	$	448	$	394	$	120	$	1	$	—	$	(690)	$	273
Segment depreciation and amortization	$	94	$	28	$	33	$	—	$	—	$	61	$	216
Adjusted EBITDA	$	542	$	423	$	157	$	1	$	—	$	(629)	$	494

2018
Revenue	$	2,550	$	1,351	$	729	$	752	$	11	$	—	$	5,393
Segment profit (loss)	$	501	$	424	$	113	$	98	$	(19)	$	(695)	$	422
Segment depreciation and amortization	$	97	$	30	$	36	$	7	$	3	$	48	$	221
Adjusted EBITDA	$	598	$	451	$	149	$	105	$	(16)	$	(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

Reconciliation to pre-tax income (loss)

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


(in millions)	Year Ended December 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)	2019		2018		2017
Income (Loss) Before Income Taxes	$	(2,106)	$	(395)	$	(16)
Reconciling items:
Amortization of acquired intangible assets	246		242		243
Restructuring and related costs	71		81		101
Interest expense	78		112		137
(Gain) loss on extinguishment of debt	—		108		—
Goodwill impairment	1,952		—		—
(Gain) loss on divestitures and transaction costs	25		42		(42)
Litigation costs (recoveries), net	17		227		(11)
Separation costs	—		—		12
Other (income) expenses, net	(10)		5		(7)
Segment Pre-Tax Income (Loss)	$	273	$	422	$	417
Segment depreciation and amortization	216		221		254
NY MMIS charge (credit)	1		(2)		9
HE charge (credit)	—		(1)		(8)
Other adjustments	$	4	$	—	$	—
Adjusted EBITDA	$	494	$	640	$	672

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)	2019		2018		2017		2019⁽²⁾		2018
United States	$	4,000	$	4,748	$	5,303	$	612	$	375
Europe	386		497		538		53		28
Other areas	81		148		181		137		62
Total Revenues and Long-Lived Assets	$	4,467	$	5,393	$	6,022	$	802	$	465

__________

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

(2)Amounts include operating lease right-of-use assets.

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Business Acquisition

The Company’s final purchase price allocation for HSP as of the acquisition date was as follows:


(in millions)
Fair Value of Consideration Transferred:
Cash paid	$	90
Contingent consideration payable	7
Total Consideration	$	97
Allocation of Purchase Price:
Net tangible assets	$	10
Developed technology	19
Costs Assigned to Intangible Assets
Customer relationships	18
Trademarks and trade names	1
Goodwill	49
Total Intangible Assets	68

Total Assets	$	97

Accounts Receivables, Net (Tables)

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Schedule Of Accounts Receivable Sales

Accounts receivable sales were as follows:


	Year Ended December 31,
(in millions)	2019		2018
Accounts receivable sales	$	204	$	119

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

12 Months Ended

Dec. 31, 2019

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

Land, buildings and equipment, net

Land, buildings and equipment, net was as follows:


	Estimated Useful Lives	December 31,
(in millions except as noted)	(Years)	2019		2018
Land		$	1	$	2
Building and building equipment	25 to 50	7		7
Leasehold improvements	Varies	267		246
IT, other equipment and office furniture	3 to 15	964		901
Other	4 to 20	3		2
Construction in progress		50		64
Subtotal		1,292		1,222
Accumulated depreciation		(950)		(894)
Land, Buildings and Equipment, Net		$	342	$	328

Land, Buildings and Equipment Depreciation Expense

Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $123 million, $121 million and $125 million, respectively.

Schedule of Future Minimum Operating Lease Non-cancelable Payments


	December 31, 2018
(in millions)	Operating Lease Payments
2019	$	153
2020	113
2021	78
2022	53
2023	33
Thereafter	76
Total minimum operating lease payments	$	506

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:	2019		2018		2017
Internal use software	$	70	$	47	$	36
Product software	9		8		10

Capitalized Costs, Internal Use and Product Software


(in millions)	December 31,
Capitalized Costs, Net	2019		2018
Internal use software⁽¹⁾	$	150	$	123
Product software⁽¹⁾	40		18

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2019

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, 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
Foreign currency translation	—		(1)		(1)		(2)
Acquisition	49		—		—		49
Impairment	(618)		(754)		(580)		(1,952)
Other	(1)		—		—		(1)
Balance at December 31, 2019	$	821	$	621	$	60	$	1,502

__________

(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, 2019										December 31, 2018
(in millions except years)	Weighted Average Amortization	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	12 years	$	2,920	$	2,494	$	426	$	2,914	$	2,264	$	650
Technology, patents and non-compete	4 years	1		1		—		6		5		1
Total Intangible Assets		$	2,921	$	2,495	$	426	$	2,920	$	2,269	$	651

Restructuring and Asset Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of our restructuring program activity during the two years ended December 31, 2019 is as follows:


(in millions)	Severance and Related Costs		Other Contractual Termination Costs		Asset Impairments		Total
Balance at December 31, 2017	$	14	$	30	$	—	$	44
Provision	39		35		4		78
Changes in estimates	(5)		6		(1)		—
Total Net Current Period Charges⁽¹⁾	34		41		3		78
Charges against reserve and currency	(35)		(35)		(3)		(73)
Balance at December 31, 2018	$	13	$	36	$	—	$	49
Provision	33		30		15		78
Changes in estimates	(5)		(6)		—		(11)
Total Net Current Period Charges⁽¹⁾	28		24		15		67
Charges against reserve and currency	(26)		(32)		(15)		(73)
Reclassification to operating lease ROU assets⁽²⁾	—		(22)		—		(22)
Balance at December 31, 2019	$	15	$	6	$	—	$	21

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)	2019		2018		2017
Commercial Industries	$	24	$	26	$	15
Government Services	1		1		2
Transportation	2		3		1
Other	—		6		4
Shared IT / Infrastructure & Corporate Costs	40		42		70
Total Net Restructuring Charges	$	67	$	78	$	92

Supplementary Financial Information (Tables)

12 Months Ended

Dec. 31, 2019

Supplemental Financial Information [Abstract]

Amortization of Deferred Costs Table

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


2020		2021		2022		2023		2024		Thereafter
$	32	$	9	$	7	$	4	$	2	$	30

Supplemental Financial Information Table

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2019		2018
Other Current Assets
Prepaid expenses	$	70	$	87
Income taxes receivable	38		40
Value-added tax (VAT) receivable	20		22
Restricted cash	9		9
Net receivable from buyers of divested businesses	52		6
Other⁽¹⁾	94		70
Total Other Current Assets	$	283	$	234
Other Current Liabilities
Accrued liabilities	$	309	$	330
Litigation related accruals	178		147
Current operating lease liabilities	91		—
Restructure reserves	15		36
Income tax payable	11		3
Other taxes payable	16		15
Other	27		36
Total Other Current Liabilities	$	647	$	567
Other Long-term Assets
Internal use software, net	$	150	$	123
Deferred contract costs, net⁽²⁾	84		100
Product software, net	40		18
Other⁽¹⁾	113		88
Total Other Long-term Assets	$	387	$	329
Other Long-term Liabilities
Litigation related accruals	$	—	$	144
Income tax liabilities	20		29
Unearned income	21		32
Restructuring reserves	6		13
Other	44		62
Total Other Long-term Liabilities	$	91	$	280

__________

(2)The balances at December 31, 2019 and 2018 are expected to be amortized over a weighted average remaining life of approximately 12 and 10 years, respectively.

Debt (Tables)

12 Months Ended

Dec. 31, 2019

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, 2019⁽¹⁾		2019		2018

Term loan A due 2022	3.42	%	$	664	$	705
Term loan B due 2023	5.48	%	824		833
Senior notes due 2024	10.91	%	34		34
Finance lease obligations	4.79	%	17		26
Principal Debt Balance			$	1,539	$	1,598
Debt issuance costs and unamortized discounts			(25)		(31)
Less: current maturities			(50)		(55)
Total Long-term Debt			$	1,464	$	1,512

____________

(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:


2020		2021		2022		2023		2024		Thereafter		Total
$	50	$	84	$	571	$	800	$	34	$	—	$	1,539

Schedule Of Interest Expense And Interest Income

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Interest expense	$	78	$	112	$	137
Interest income⁽¹⁾	6		7		3

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

+ References

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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2019

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, 2019						December 31, 2018
(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	$	57	$	1	$	53	$	—
Indian Rupee/U.S. Dollar	85		1		69		2
Mexican Peso/U.S. Dollar	—		—		8		—
All Other	65		—		37		—
Total Foreign Exchange Hedging	$	207	$	2	$	167	$	2

____________

(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, 2019

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, 2019		December 31, 2018
Assets:
Foreign exchange contract - forward	$	2	$	3
Total Assets	$	2	$	3
Liabilities:
Foreign exchange contracts - forwards	$	—	$	1
Total Liabilities	$	—	$	1

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

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


	December 31, 2019						December 31, 2018
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Assets held for sale	$	—	$	—	$	15	$	15
Liabilities:
Long-term debt	$	1,464	$	1,449	$	1,512	$	1,463
Liabilities held for sale	$	—	$	—	$	40	$	40
Contingent consideration payable	$	4	$	4	$	—	$	—

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, 2019

Income Tax Disclosure [Abstract]

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


	Year Ended December 31,
(in millions)	2019		2018		2017
Domestic loss	$	(2,177)	$	(411)	$	(91)
Foreign income	71		16		75
Loss Before Income Taxes	$	(2,106)	$	(395)	$	(16)

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,
	2019		2018		2017
U.S. federal statutory income tax rate	21.0	%	21.0	%	35.0	%
Nondeductible expenses⁽¹⁾	(0.2)	%	(3.7)	%	(104.0)	%
Effect of tax law changes	—	%	0.5	%	1,282.4	%
Change in valuation allowance for deferred tax assets	(1.2)	%	(1.7)	%	(39.5)	%
State taxes, net of federal benefit	1.8	%	(2.3)	%	1.2	%
Tax-exempt income, credits and incentives	0.3	%	2.2	%	38.9	%
Foreign rate differential adjusted for U.S. taxation of foreign profits⁽²⁾	(0.2)	%	1.9	%	47.7	%
Divestitures⁽³⁾	0.2	%	(20.3)	%	(51.9)	%
Goodwill impairment⁽⁴⁾	(14.1)	%	—	%	—	%
Unrecognized tax benefits and other	0.6	%	(2.9)	%	(3.5)	%
Effective Income Tax Rate	8.2	%	(5.3)	%	1,206.3	%

____________

(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.

(4)Goodwill impairment represents adjustments for impairment of non-deductible component of goodwill.

Summary of Income Tax Contingencies

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


(in millions)	2019		2018		2017
Balance at January 1	$	20	$	15	$	14
Additions related to current year	1		3		—
Additions related to prior years positions	7		5		—
Reductions related to prior years positions	(3)		—		—
Settlements with taxing authorities⁽¹⁾	(1)		(1)		—
Currency	—		(2)		1
Balance at December 31	$	24	$	20	$	15

_______________

(1)2019 and 2018 settlement resulted in $1 million and $1 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)	2019		2018
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	122	$	46
Operating reserves, accruals and deferrals	33		68
Deferred compensation	11		16
Settlement reserves	44		67
Operating lease liabilities	78		—
Other	21		13
Subtotal	309		210
Valuation allowance	(72)		(44)
Total	$	237	$	166

Deferred Tax Liabilities
Unearned income	$	53	$	86
Intangibles and goodwill	143		341
Depreciation	47		30
Operating lease right-of-use assets	65		—
Other	23		24
Total	$	331	$	481

Total Deferred Taxes, Net	$	(94)	$	(315)

Schedule of Components of Income Tax Expense (Benefit)

(benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Federal Income Taxes
Current	$	(3)	$	35	$	4
Deferred	(170)		(62)		(233)
Foreign Income Taxes
Current	47		41		25
Deferred	(8)		(6)		(3)
State Income Taxes
Current	5		20		8
Deferred	(43)		(7)		6
Total Provision (Benefit)	$	(172)	$	21	$	(193)

Schedule of Income Tax Expense (Benefit) Allocation

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


	Year Ended December 31,
(in millions)	2019		2018		2017
Income tax expense (benefit)	$	(172)	$	21	$	(193)
Discontinued operations	—		—		3
Total Income Tax Expense (Benefit)	$	(172)	$	21	$	(190)

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2019

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)	2019		2018		2017
Stock-based compensation expense, pre-tax	$	24	$	38	$	42
Income tax benefit recognized in earnings	—		7		17

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

Summary of Stock-based Compensation Activity


	2019				2018					2017
(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	2,399	$	16.90	3,125	$	16.29	1,961	$	13.99
Granted	2,503	12.57		1,246	18.82		1,988	16.75
Vested	(2,135)	15.54		(1,501)	17.30		(215)	19.98
Canceled	(1,026)	15.68		(471)	16.62		(609)	15.88
Outstanding at December 31	1,741	13.07		2,399	16.90		3,125	16.29

Performance Stock Units / Shares
Outstanding at January 1	4,557	$	16.76	5,429	$	16.55	4,926	$	13.99
Granted	1,229	13.35		730	18.64		3,933	16.76
Vested	(1,069)	15.64		(980)	17.12		(1,696)	19.67
Canceled	(1,120)	16.00		(622)	16.59		(1,734)	17.46
Outstanding at December 31	3,597	16.17		4,557	16.76		5,429	16.55

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2019 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Vesting Period (Years)
Restricted Stock Units / Shares	$	15	1.9
Performance Stock Units / Shares	1		1.0
Total	$	16

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

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


Awards	December 31, 2019
Restricted Stock Units / Shares	$	11
Performance Stock Units / Shares	22

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, 2019										December 31, 2018								December 31, 2017
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	$	17	$	—	$	4	$	20	$	—	$	4	$	3	$	—	$	1
Performance Stock Units / Shares	11		—		2		18		—		4		25		—		10
Stock Options	—		—		—		2		2		—		3		6		1

Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Other Comprehensive Loss is comprised of the following:


	Year Ended December 31,
	2019						2018						2017
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	3	$	3	$	(31)	$	(31)	$	35	$	35
Reclassification of currency translation adjustments on divestitures	15		15		42		42		—		—
Translation adjustments gains(losses)	$	18	$	18	$	11	$	11	$	35	$	35
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	1	$	1	$	2	$	1	$	1	$	1
Changes in cash flow hedges reclassed to earnings⁽¹⁾	(1)		—		(1)		—		2		1
Net Unrealized Gains (Losses)	$	—	$	1	$	1	$	1	$	3	$	2

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

Other Comprehensive Income (Loss)	$	19	$	18	$	77	$	74	$	31	$	32

_____________________________

(1)Reclassified to Cost of sales - refer to Note 12 – 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) [Table Text Block]

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, 2018	$	(426)	$	2	$	(1)	$	(425)
Other comprehensive income (loss) before reclassifications	3		1		—		4
Amounts reclassified from accumulated other comprehensive loss	15		—		(1)		14
Net current period other comprehensive income (loss)	18		1		(1)		18
Balance at December 31, 2019	$	(408)	$	3	$	(2)	$	(407)


(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)

__________

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

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2019

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)	2019		2018		2017
Net Income (Loss) per Share:
Net income (loss)	$	(1,934)	$	(416)	$	177
Cash dividend paid - preferred stock	(10)		(10)		(10)
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(1,944)		(426)		167
Net income (loss) from discontinued operations	—		—		4
Adjusted Net Income (Loss) Available to Common Shareholders	$	(1,944)	$	(426)	$	171
Weighted average common shares outstanding	209,318		206,056		204,007

Basic Earnings (Loss) per Share:
Continuing operations	$	(9.29)	$	(2.06)	$	0.82
Discontinued operations	—		—		0.02
Basic Earnings (Loss) per Share	$	(9.29)	$	(2.06)	$	0.84

Diluted Earnings (Loss) per Share:
Net income (loss) from continuing operations	$	(1,934)	$	(416)	$	177
Accrued dividends on preferred stock	(10)		(10)		(10)
Adjusted Net Income (Loss) From Continuing Operations Available to Common Shareholders	(1,944)		(426)		167
Net income (loss) from discontinued operations	—		—		4
Adjusted Net Income (Loss) Available to Common Shareholders	$	(1,944)	$	(426)	$	171
Weighted average common shares outstanding	209,318		206,056		204,007
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	209,318		206,056		206,793
Diluted Earnings (Loss) per Share:
Continuing operations	$	(9.29)	$	(2.06)	$	0.81
Discontinued operations	—		—		0.02
Diluted Earnings (Loss) per Share	$	(9.29)	$	(2.06)	$	0.83

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	—		—		—
Restricted stock and performance shares/units	—		—		2,568
Convertible preferred stock	—		—		5,393
Total Anti-Dilutive Securities	—		—		7,961

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2019

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2019		2018		2017
Revenue from related parties	$	33	$	45	$	51
Purchases from related parties	$	46	$	41	$	43

Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Millions	Jan. 01, 2019	Dec. 31, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset		$ 271	$ 0
Other current liabilities		647	567
Other long-term liabilities		91	$ 280
Operating Lease, Liability		$ 320
Operating Lease, Weighted Average Discount Rate, Percent		5.50%
Finance Lease, Weighted Average Discount Rate, Percent		4.80%
Operating Lease, Weighted Average Remaining Lease Term		5 years
Finance Lease, Weighted Average Remaining Lease Term		3 years
Lessee, Operating Lease, Lease Not yet Commenced, Liability		$ 15
Lessee, Operating Lease, Lease Not yet Commenced, Renewal Term		3 years
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract		10 years
New Lease Guidance [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset	$ 387
Other current liabilities	103
Other long-term liabilities	(21)
Operating Lease, Liability	316
Cumulative Effect on Retained Earnings, Net of Tax	$ (8)

Recent Accounting Pronouncements - Components of Lease Costs (Details)
$ in Millions

12 Months Ended

Dec. 31, 2019

USD ($)

Leases [Abstract]

Finance Lease, Right-of-Use Asset, Amortization

$ 10

Finance Lease, Interest Expense

Finance Lease, Cost

Operating Lease, Cost

112

Short-term Lease, Cost

Variable Lease, Cost

^[1]

Sublease Income

(7)

Lease, Cost, Total

$ 147

[1]	Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases

Recent Accounting Pronouncements - Supplemental Cash Flow Information Related to Leases (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Operating Lease, Payments	$ 137
Finance Lease, Interest Payment on Liability	1
Operating Cash Flow From Operating and Finance Lease	138
Finance Lease, Principal Payments	11
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	32
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 2

Recent Accounting Pronouncements - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 271	$ 0
Operating Lease, Liability, Current	91	0
Operating Lease, Liability, Noncurrent	229	$ 0
Operating Lease, Liability, Total	320
Finance Lease, Right-of-Use Asset	14
Finance Lease, Liability, Current	7
Finance Lease, Liability, Noncurrent	10
Finance Lease, Liability, Total	$ 17

Recent Accounting Pronouncements - Future Lease Payments for Operating Leases (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months	$ 106
Lessee, Operating Lease, Liability, Payments, Due Year Two	79
Lessee, Operating Lease, Liability, Payments, Due Year Three	57
Lessee, Operating Lease, Liability, Payments, Due Year Four	36
Lessee, Operating Lease, Liability, Payments, Due Year Five	28
Lessee, Operating Lease, Liability, Payments, Due after Year Five	62
Lessee, Operating Lease, Liability, Payments, Due	368
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	48
Operating Lease, Liability	$ 320
Operating Leases, Future Minimum Payments Due, Next Twelve Months		$ 153
Operating Leases, Future Minimum Payments, Due in Two Years		113
Operating Leases, Future Minimum Payments, Due in Three Years		78
Operating Leases, Future Minimum Payments, Due in Four Years		53
Operating Leases, Future Minimum Payments, Due in Five Years		33
Operating Leases, Future Minimum Payments, Due Thereafter		76
Operating Leases, Future Minimum Payments Due		$ 506

Recent Accounting Pronouncements Recent Accounting Pronouncements - Maturities of Finance Lease Liabilities (Details) $ in Millions	Dec. 31, 2019 USD ($)
Leases [Abstract]
Finance Lease, Liability, Payments, Due Next Twelve Months	$ 7
Finance Lease, Liability, Payments, Due Year Two	6
Finance Lease, Liability, Payments, Due Year Three	4
Finance Lease, Liability, Payments, Due Year Four	1
Finance Lease, Liability, Payments, Due Year Five	0
Finance Lease, Liability, Payments, Due after Year Five	0
Finance Lease, Liability, Payment, Due	18
Finance Lease, Liability, Undiscounted Excess Amount	1
Finance Lease, Liability	$ 17

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Revenue	$ 4,467	$ 5,393	$ 6,022
Revenue Recognized	101	134
Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Revenue	144	142
Transferred over Time
Disaggregation of Revenue [Line Items]
Revenue	4,323	5,251
Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	2,385	2,550	2,685
Government services
Disaggregation of Revenue [Line Items]
Revenue	1,263	1,351	1,433
Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	781	729	767
Other
Disaggregation of Revenue [Line Items]
Revenue	38	763
Other \| Disposed of by Sale
Disaggregation of Revenue [Line Items]
Revenue	36	752	1,062
End-User Customer Experience \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	669	710
Transaction Processing \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	595	651
Commercial Healthcare [Domain] \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	519	510
Human Resource and Learning Services \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	602	679
Government Healthcare \| Government services
Disaggregation of Revenue [Line Items]
Revenue	680	731
Payment Solutions \| Government services
Disaggregation of Revenue [Line Items]
Revenue	292	321
State and Local \| Government services
Disaggregation of Revenue [Line Items]
Revenue	235	245
Federal \| Government services
Disaggregation of Revenue [Line Items]
Revenue	56	54
Tolling \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	327	300
Transit \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	254	226
Photo and Parking \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	190	188
Commercial Vehicle Operations \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	10	15
Education \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ 2	$ 11	$ 75

Revenue - Contract Assets and Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Contract Assets (Unearned Income)

Contract assets

$ 155

$ 177

Long-term Contract Asset

^[1]

Current Unearned Income

(108)

(112)

Unearned Income, Non-Current

(21)

^[2]

(32)

Net Contract Assets (Unearned Income)

Accounts receivable, net

$ 652

$ 782

[1]	Presented in Other long-term assets in the Consolidated Balance Sheets
[2]	Presented in Other long-term liabilities in the Consolidated Balance Sheets

Revenue - Performance Obligation (Details) $ in Billions	Dec. 31, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 1.8
Revenue, Remaining Performance Obligation, Percentage	67.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years

Revenue - Costs to Obtain and Fulfill a Contract (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Amortization	$ 42	$ 50	$ 62
Sales Commissions
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	18	24
Inducement Payments
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	21	23
Contract Fulfillment Cost
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	$ 45	$ 53

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) primaryreportablesegment	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Revenue	$ 4,467	$ 5,393	$ 6,022
Segment profit (loss)	273	422	417
Segment Depreciation and Amortization	216	221	254
Segment Adjusted EBITDA	$ 494	640	672
Reportable segments, number \| primaryreportablesegment	3
Commercial Industries
Segment Reporting Information [Line Items]
Revenue	$ 2,385	2,550	2,685
Segment profit (loss)	448	501	563
Segment Depreciation and Amortization	94	97	98
Segment Adjusted EBITDA	542	598	661
Government services
Segment Reporting Information [Line Items]
Revenue	1,263	1,351	1,433
Segment profit (loss)	394	424	398
Segment Depreciation and Amortization	28	30	41
Segment Adjusted EBITDA	423	451	440
Transportation Services
Segment Reporting Information [Line Items]
Revenue	781	729	767
Segment profit (loss)	120	113	114
Segment Depreciation and Amortization	33	36	43
Segment Adjusted EBITDA	157	149	157
Other
Segment Reporting Information [Line Items]
Revenue	38	763
Other \| Education
Segment Reporting Information [Line Items]
Revenue	2	11	75
Segment profit (loss)	0	(19)	16
Segment Depreciation and Amortization	0	3	2
Segment Adjusted EBITDA	0	(16)	18
Other \| Disposed of by Sale
Segment Reporting Information [Line Items]
Revenue	36	752	1,062
Segment profit (loss)	1	98	128
Segment Depreciation and Amortization	0	7	13
Segment Adjusted EBITDA	1	105	141
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Revenue	0	0	0
Segment profit (loss)	(690)	(695)	(802)
Segment Depreciation and Amortization	61	48	57
Segment Adjusted EBITDA	$ (629)	$ (647)	$ (745)

Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting [Abstract]
Income (Loss) from Continuing Operations before Income Taxes			$ (2,106)	$ (395)	$ (16)
Reconciling items:
Amortization of Acquired Intangible Assets			246	242	243
Restructuring and Related Cost, Incurred Cost			71	81	101
Interest expense			78	112	137
(Gain) loss on extinguishment of debt			0	108	0
Goodwill, Impairment Loss	$ 1,100	$ 284	1,952	0	0
(Gain) loss on divestitures and transaction costs			25	42	(42)
Litigation Costs (Recoveries), Net			17	227	(11)
Separation costs			0	0	12
Other (income) expenses, net			(10)	5	(7)
Segment profit (loss)			273	422	417
Segment Depreciation and Amortization			216	221	254
NY MMIS charge (credit)			1	(2)	9
HE charge (credit)			0	(1)	(8)
Other Nonrecurring (Income) Expense			4	0	0
Segment Adjusted EBITDA			$ 494	$ 640	$ 672

Segment Reporting - Geographic Revenue and Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 4,467	$ 5,393	$ 6,022
Long-Lived Assets	802	465
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	4,000	4,748	5,303
Long-Lived Assets	612	375
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	386	497	538
Long-Lived Assets	53	28
Other areas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	81	148	$ 181
Long-Lived Assets	$ 137	$ 62

Divestiture (Details) - Customer Care Contracts - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Additional Pre-tax loss on disposal and adjustment to final sales price		$ 17
Divestiture revenue	$ 36		$ 439

Business Combinations (Details) - USD ($) $ in Millions		12 Months Ended
Business Combinations (Details) - USD ($) $ in Millions	Jan. 01, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill		$ 1,502	$ 3,408	$ 3,366
Health Solutions Plus
Business Acquisition [Line Items]
Consideration transferred for acquisition	$ 90
Business Combination, Contingent Consideration, Liability	7
Business Acquisition, Total consideration	97
Net Tangible Assets	10
Goodwill	49
Intangible Assets, Net (Including Goodwill)	68
Total Assets	97
Goodwill, Portion Currently Not Tax Deductible	7
Maximum contingent consideration payment	8
Revenues		20
Income (Loss) from Subsidiaries, before Tax		$ 6
Business Combination, Contingent Consideration Arrangements Period		2 years
Health Solutions Plus \| Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Assets, Gross	18
Estimated Useful Lives		15 years
Health Solutions Plus \| Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Assets, Gross	1
Estimated Useful Lives		1 year 6 months
Health Solutions Plus \| Developed Technology Rights [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Assets, Gross	$ 19
Health Solutions Plus \| Developed Technology [Member]
Business Acquisition [Line Items]
Estimated Useful Lives		7 years

Accounts Receivable, Net (Details) - USD ($) $ in Millions	12 Months Ended
Accounts Receivable, Net (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for Doubtful Accounts Receivable	$ 2.0	$ 1.0
Accounts receivable, net	652.0	782.0
Accounts receivable sales	$ 204.0	$ 119.0

Land, Buildings, Equipment and Software, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Gross, Total	$ 1,292	$ 1,222
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(950)	(894)
Land, buildings and equipment, net	342	328
Depreciation	123	121	$ 125
Land [Member]
Property, Plant, Equipment and Software [Line Items]
Land	1	2
Building and building equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Buildings and Improvements, Gross	7	7
Leasehold Improvements [Member]
Property, Plant, Equipment and Software [Line Items]
Leasehold Improvements, Gross	267	246
Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Furniture and Fixtures, Gross	964	901
Other [Member]
Property, Plant, Equipment and Software [Line Items]
Other Land, Building, Equipment and Software	3	2
Construction in progress [Member]
Property, Plant, Equipment and Software [Line Items]
Construction in Progress, Gross	$ 50	$ 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 - Internal Use Software (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Property, Plant, Equipment and Software [Line Items]

Capitalized Computer Software, Additions

$ 70

$ 47

$ 36

capitalized product software

Capitalized Computer Software, Net

^[1]

150

123

Product software

^[1]

internal use and product software, amortization

$ 48

$ 46

$ 65

Internal Use and Product Software, Useful Lives Maximum

7 years

Internal Use and Product Software, Useful Lives Minimum

1 year

[1]	Refer to Note 10 – Supplementary Financial Information for additional information.

Goodwill and Intangible Assets, Net - Goodwill (Details)
$ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2019

USD ($)

primaryReportingUnits

Jun. 30, 2019

USD ($)

Mar. 31, 2019

USD ($)

Dec. 31, 2019

USD ($)

primaryreportablesegment

Dec. 31, 2018

USD ($)

Dec. 31, 2017

USD ($)

$ 3,408

$ 3,366

(2)

(26)

$ (1,100)

(284)

(1,952)

$ 0

Reportable segments, number | primaryreportablesegment

$ 1,502

3,408

3,366

Number of Reporting Units | primaryReportingUnits

$ 6

Commercial Industries segment

Asset Impairment Charges

284

1,391

$ 1,391

1,399

(10)

(618)

821

1,391

1,399

Government services

1,376

1,310

(1)

512

(754)

621

1,376

1,310

Transportation Services

$ 641

641

657

(1)

(16)

(580)

641

$ 657

$ 20

Held-for-sale

Held-for-sale | Commercial Industries segment

^[1]

(1)

Held-for-sale | Government services

^[1]

(1)

Held-for-sale | Transportation Services

^[1]

^[1]

$ 0

[1]	Represents 2018 true-up to the 2017 Assets held for sale.

Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Gross Carrying Amount

$ 2,921

$ 2,920

Accumulated Amortization

2,495

2,269

Amortization of Intangible Assets

426

651

246

242

$ 243

Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]

240

122

Capitalized Computer Software, Net

^[1]

$ 150

123

Customer relationships [Member]

Weighted Average Amortization Useful Life

12 years

Gross Carrying Amount

$ 2,920

2,914

Accumulated Amortization

2,494

2,264

Technology, patents and non-compete [Member]

$ 426

650

Weighted Average Amortization Useful Life

4 years

Gross Carrying Amount

$ 1

Accumulated Amortization

Commercial Industries segment

$ 1

285

Government services

Transportation Services

$ 45

[1]	Refer to Note 10 – Supplementary Financial Information for additional information.

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Net current period restructuring charges, continuing operations

$ 67

$ 78

$ 92

(11)

restructuring cash payments and other charges against the reserve

^[1]

(73)

Restructuring Reserve, Reclassification to Operating ROU Assets

^[2]

(22)

Strategic transformation costs

Commercial Industries

Net current period restructuring charges, continuing operations

Government services

Net current period restructuring charges, continuing operations

Transportation Services

Net current period restructuring charges, continuing operations

Other

Net current period restructuring charges, continuing operations

Corporate, Non-Segment [Member]

Net current period restructuring charges, continuing operations

Employee Severance [Member]

(5)

restructuring cash payments and other charges against the reserve

^[1]

(26)

(35)

Restructuring Reserve, Reclassification to Operating ROU Assets

^[2]

Lease Cancellation and Other Costs [Member]

(6)

restructuring cash payments and other charges against the reserve

^[1]

(32)

(35)

Restructuring Reserve, Reclassification to Operating ROU Assets

^[2]

(22)

Lease Cancellation and Other Costs [Member] | Data Center Consolidation [Member]

Facility Closing [Member]

(1)

restructuring cash payments and other charges against the reserve

^[1]

(15)

(3)

Restructuring Reserve, Reclassification to Operating ROU Assets

^[2]

Supplemental Financial Information [Abstract]

$ 0

[1]	Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown.
[2]	Relates to the adoption of the new lease guidance.

Supplementary Financial Information, Other Current Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Prepaid Expense and Other Assets, Current

$ 70

$ 87

Income Taxes Receivable, Current

Value Added Tax Receivable, Current

Restricted Cash and Investments, Current

$ 9

Other Receivables, Net, Current

Other Assets, Miscellaneous, Current

^[1]

Other current assets

$ 283

$ 234

[1]

The balances at December 31, 2019 and 2018 include capitalized cloud computing implementation costs, net, which represents technology solutions, of $40 million and $5 million at December 31, 2019 and 2018, respectively. The costs have estimated useful lives of 3 to 5 years with amortization expense of $2 million, $0 million and $0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses on the Company's Consolidated Statements of Income (Loss).

Supplementary Financial Information, Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Condensed Financial Information Disclosure [Abstract]
Other Accrued Liabilities, Current	$ 309	$ 330
Estimated Litigation Liability, Current	178	147
Operating Lease, Liability, Current	91	0
Restructuring Reserve, Current	15	36
Taxes Payable, Current	11	3
Accrual for Taxes Other than Income Taxes, Current	16	15
Other Sundry Liabilities, Current	27	36
Other current liabilities	$ 647	$ 567

Supplementary Financial Information, Other Long-Term Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Condensed Financial Information Disclosure [Abstract]

Capitalized Computer Software, Net

^[1]

$ 150

$ 123

Deferred Costs, Noncurrent

^[2]

100

Product Software, net

Other Assets, Miscellaneous, Noncurrent

^[3]

113

Other long-term assets

$ 387

$ 329

[1]	Refer to Note 10 – Supplementary Financial Information for additional information.
[2]	The balances at December 31, 2019 and 2018 are expected to be amortized over a weighted average remaining life of approximately 12 and 10 years, respectively
[3]	The balances at December 31, 2019 and 2018 include capitalized cloud computing implementation costs, net, which represents technology solutions, of $40 million and $5 million at December 31, 2019 and 2018, respectively. The costs have estimated useful lives of 3 to 5 years with amortization expense of $2 million, $0 million and $0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses on the Company's Consolidated Statements of Income (Loss).

Supplementary Financial Information, Other Long-Term Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Condensed Financial Information Disclosure [Abstract]

Estimated Litigation Liability, Noncurrent

$ 0

$ 144

Accrued Income Taxes, Noncurrent

Long-term Unearned Income

^[1]

Restructuring Reserve, Noncurrent

Other Sundry Liabilities, Noncurrent

Other long-term liabilities

$ 91

$ 280

[1]	Presented in Other long-term liabilities in the Consolidated Balance Sheets

Supplementary Financial Information, Hosting Arrangement, Service Contract, Implementation Cost, (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Financial Information Disclosure [Abstract]
Hosting Arrangement, Service Contract, Implementation Cost, Capitalized, after Accumulated Amortization	$ 40	$ 5
Hosting Arrangement, Service Contract, Implementation Cost, Expense, Amortization	$ 2	$ 0	$ 0
Hosting Arrangement, Service Contract, Implementation Cost, Capitalized, Useful Life, Minimum	3 years
Hosting Arrangement, Service Contract, Implementation Cost, Capitalized, Useful Life, Maximum	5 years

Supplementary Financial Information, Deferred Contract Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Financial Information Disclosure [Abstract]
Weighted Average Life, Services Revenue, Deferred Set-up Costs	12 years	10 years
Amortization of Customer Contract Costs CY Plus 1	$ 32
Amortization of Customer Contract Costs CY Plus 2	9
Amortization of Customer Contract Costs CY Plus 3	7
Amortization of Customer Contract Costs CY Plus 4	4
Amortization of Customer Contract Costs CY Plus 5	2
Amortization of Customer Contract Costs CY Plus 6 and Beyond	30
Capitalized Contract Cost, Amortization	$ 42	$ 50	$ 62

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

Jul. 10, 2018

Jun. 28, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 07, 2016

Write off of Deferred Debt Issuance Cost

$ 3

Repayments of Debt

$ 476

Capital Lease Obligations

$ 17

$ 26

Total Long-term Debt

1,464

1,512

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

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

571

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

800

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

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

Long-term Debt from Continuing Operations, Gross

1,539

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

Revolving Credit Facility [Member]

Line of Credit Facility [Line Items]

Line of Credit Facility, Maximum Borrowing Capacity

$ 750

Term Loan A due 2021 [Member]

^[1]

3.42%

Term Loan A due 2022 [Member]

$ 700

Debt Instrument, Interest Rate, Increase (Decrease)

(0.50%)

Term Loan A due 2022 [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]

$ 664

705

Line of Credit Facility [Line Items]

1.75%

Term Loan B due 2023 [Member]

1.75%

Debt Instrument, Interest Rate, Increase (Decrease)

(0.50%)

^[1]

5.48%

Term Loan B due 2023 [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]

$ 824

833

$ 850

Line of Credit Facility [Line Items]

2.50%

Senior Notes due 2024 [Member]

2.50%

^[1]

10.91%

Debt Instrument, Interest Rate, Stated Percentage

$ 34

10.50%

Capital Lease Obligations [Member]

^[1]

4.79%

Principal Debt Balance

Philippine Peso U.S. Dollar [Member]

$ 1,539

$ 1,598

[1]	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				12 Months Ended
	Jul. 10, 2018	Jun. 28, 2018	Jun. 27, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 07, 2016
Line of Credit Facility [Line Items]
Letters of Credit Outstanding, Amount				$ 83
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%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 750
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				$ 824	$ 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]
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		2.25%
Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility						$ 300
Senior Notes due 2024 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				34	$ 34
Debt Instrument, Interest Rate, Stated Percentage					10.50%
Term Loan A due 2022 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility				$ 664	$ 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, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Interest paid on short-term and long-term debt	$ 69	$ 100	$ 129
Interest Expense	78	112	137
Interest Income	$ 6	$ 7	$ 3

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

Dec. 31, 2019

Dec. 31, 2018

Summary of Foreign Exchange Hedging Positions [Abstract]

Indian Rupee U S Dollar Member

$ 57

$ 53

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]

$ 65

Foreign Exchange Contracts [Line Items]

Average Maturity of Foreign Exchange Hedging Contracts - within Three Months

76.00%

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

9.00%

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

12.00%

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

3.00%

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member]

$ 207

167

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, 2019	Dec. 31, 2018
Assets:
Total	$ 2	$ 3
Liabilities:
Foreign exchange contracts - forwards	0	1
Total	0	1
Foreign exchange contracts - forwards [Member]
Assets:
Foreign exchange contracts - forwards	$ 2	$ 3

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trade Receivables Held-for-sale, Amount	$ 0	$ 15
Total Liabilities held for sale	0	40
Long-term debt	1,464	1,512
Business Combination, Contingent Consideration, Liability	4	0
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trade Receivables Held-for-sale, Amount	0	15
Total Liabilities held for sale	0	40
Long-term debt	1,449	1,463
Business Combination, Contingent Consideration, Liability	$ 4	$ 0

Employee Benefit Plans - Defined Benefit Plans (Details) - Non-US - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation	$ 14	$ 12
Fair value of plan assets	$ 2	$ 3

Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Contribution Plan Disclosure [Line Items]
Post employment benefit plan contributions by employer	$ 9	$ 28	$ 35
Pension Plan [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Increase (Decrease), Cost	$ (12)

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Domestic loss	$ (2,177)	$ (411)	$ (91)
Foreign income	71	16	75
Income (Loss) Before Income Taxes	$ (2,106)	$ (395)	$ (16)

Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Current Federal Tax (Benefit) Expense	$ (3)	$ 35	$ 4
Deferred Federal Income Tax Expense	(170)	(62)	(233)
Current Foreign Tax Expense	47	41	25
Deferred Foreign Income Tax Expense (Benefit)	(8)	(6)	(3)
Current State Tax Expense	5	20	8
Deferred State Income Tax Expense	(43)	(7)	6
Total Provision (Benefit)	$ (172)	$ 21	$ (193)

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Income Tax Disclosure [Abstract]

21.00%

35.00%

Nondeductible expenses

(0.20%)

(3.70%)

(104.00%)

^[1]

Effect of tax law changes

0.00%

0.50%

1282.40%

Change in valuation allowance for deferred tax assets

(1.20%)

(1.70%)

(39.50%)

State taxes, net of federal benefit

1.80%

(2.30%)

1.20%

Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent

0.30%

2.20%

38.90%

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

^[2]

(0.20%)

1.90%

47.70%

Divestitures

0.20%

(20.30%)

^[3]

(51.90%)

^[3]

Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent

(14.10%)

^[4]

0.00%

Unrecognized tax benefits and other

0.60%

(2.90%)

(3.50%)

Effective Income Tax Rate

8.20%

(5.30%)

1206.30%

Income taxes paid

$ 46

$ 108

$ 29

[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.
[4]	Goodwill impairment represents adjustments for impairment of non-deductible component of goodwill.

Income Taxes - Allocation of Income Tax Expense Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (172)	$ 21	$ (193)
Discontinued Operation, Tax Effect of Discontinued Operation	0	0	3
Total Income Tax Expense (Benefit)	$ (172)	$ 21	$ (190)

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.

Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Valuation Allowance [Line Items]

$ 1

^[1]

$ 1

^[1]

$ 0

Unrecognized Tax Benefits

$ 24

$ 20

$ 15

Additions related to current year

Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions

Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation

Currency

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

Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued

$ 10

$ 6

Unrecognized Tax Benefits that Would Impact Effective Tax Rate

Decrease in Unrecognized Tax Benefits is Reasonably Possible

$ 14

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

Balance, Beginning

Additions related to current year

(3)

Settlements with taxing authorities

(1)

^[1]

(1)

^[1]

Currency

(1)

Currency

Balance, Ending

$ 24

$ 20

$ 15

[1]	2019 and 2018 settlement resulted in $1 million and $1 million cash paid, respectively

Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Undistributed Earnings of Foreign Subsidiaries	$ 222
Net operating losses and capital loss carryforward	122	$ 46
Operating reserves, accruals and deferrals	33	68
Deferred compensation	11	16
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements	44	67
Operating lease liabilities	78	0
Other	21	13
Subtotal	309	210
Valuation allowance	(72)	(44)
Total	237	166
Unearned income	53	86
Intangibles and goodwill	143	341
Depreciation	47	30
Deferred Tax Liabilities, Operating lease ROU assets	65	0
Other	23	24
Total	331	481
Total Deferred Taxes, Net	(94)	(315)
Valuation Allowance, Deferred Tax Asset, Change in Amount	(28)	$ (9)
Deferred Tax Assets, Tax Credit Carryforwards	15
Operating loss carryforwards	637
Deferred Tax Assets, Capital Loss Carryforwards	45
Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain	11
Carryforward Indefinitely [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards, Expire	$ 254

Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2017 USD ($) claim
Surety Bond [Member]
Loss Contingencies [Line Items]
Damages sought, multiplier of overpayment amount		$ 568
Other contingencies letter of credits [Member]
Loss Contingencies [Line Items]
Damages sought, multiplier of overpayment amount		227
State Of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC [Member] \| Settled Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Awarded, Value	$ 236
Loss Contingency, Damages Paid, Value		118
Loss Contingency Accrual		118
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member]
Loss Contingencies [Line Items]
Loss Contingency, New Claims Filed, Number \| claim			2
Gain Contingencies [Line Items]
Gain Contingency, Unrecorded Amount			$ 150
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] \| Pending Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value		90	47
Loss on Contract Termination			$ 25
Loss Contingency, Increase To Damages Sought, Value		43
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member] \| Pending Litigation [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value		$ 23

Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	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	137
Common Stock [Member]
Class of Stock [Line Items]
Preferred stock converted into common shares (in shares)		44.9438

Shareholder's Equity - Stock (Details) shares in Millions	Dec. 31, 2019 $ / shares shares
Class of Stock [Line Items]
Preferred Stock, Shares Authorized (in shares)	100.0
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.01
Common Stock, Shares Authorized (in shares)	1,000.0
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.01
Incentive compensation [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	17.0
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, 2019	Dec. 31, 2018	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 24	$ 38	$ 42
Income tax benefit recognized in earnings	$ 0	$ 7	$ 17
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, 2019	Dec. 31, 2018	Dec. 31, 2017
Restricted Stock Units (RSUs) [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	2,399	3,125	1,961
Granted (in shares)	2,503	1,246	1,988
Vested (in shares)	(2,135)	(1,501)	(215)
Cancelled (in shares)	(1,026)	(471)	(609)
Outstanding at December 31 (in shares)	1,741	2,399	3,125
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 16.90	$ 16.29	$ 13.99
Granted (in dollars per share)	12.57	18.82	16.75
Vested (in dollars per share)	15.54	17.30	19.98
Cancelled (in dollars per share)	15.68	16.62	15.88
Outstanding at December 31 (in dollars per share)	$ 13.07	$ 16.90	$ 16.29
Performance Shares [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	4,557	5,429	4,926
Granted (in shares)	1,229	730	3,933
Vested (in shares)	(1,069)	(980)	(1,696)
Cancelled (in shares)	(1,120)	(622)	(1,734)
Outstanding at December 31 (in shares)	3,597	4,557	5,429
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 16.76	$ 16.55	$ 13.99
Granted (in dollars per share)	13.35	18.64	16.76
Vested (in dollars per share)	15.64	17.12	19.67
Cancelled (in dollars per share)	16.00	16.59	17.46
Outstanding at December 31 (in dollars per share)	$ 16.17	$ 16.76	$ 16.55
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	182

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 16
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 15
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year 10 months 24 days
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 1
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2019 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	$ 11
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	$ 22

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 17	$ 20	$ 3
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	4	4	1
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	11	18	25
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	2	4	10
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value - Stock Options	0	2	3
Cash Received	0	2	6
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options	$ 0	$ 0	$ 1

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Equity [Abstract]

Currency Translation Adjustments, Before Tax

$ 3

$ (31)

$ 35

Currency Translation Adjustments, Net of Tax

^[1]

(31)

Reclassification of currency translation adjustments on divestitures, Before Tax

Reclassification of currency translation adjustments on divestitures, Net of Tax

^[1]

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

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

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

Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax

^[2]

(1)

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax

^[2]

Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax

Unrecognized gains (losses), net

^[1]

Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax

Reclassification of divested benefit plans and other

^[1]

(1)

Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax

(5)

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

(4)

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

^[3]

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

^[3]

Other gains (losses), pre-tax

^[4]

(4)

Other gains (losses), net of tax

^[4]

(3)

Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax

(7)

Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax

(1)

(5)

Other Comprehensive (Loss) Income, before Tax

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

$ 18

$ 74

^[1]

$ 32

^[1]

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 19 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
[2]	Reclassified to Cost of sales - refer to Note 12 – 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.

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect

$ (425)

$ (494)

$ (526)

(5)

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

(30)

104

^[1]

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

(407)

(425)

(494)

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

Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect

(426)

(437)

(472)

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

(31)

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

(408)

(426)

(437)

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

Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect

(1)

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

Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

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

Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect

(1)

(58)

(53)

(5)

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

(5)

(1)

(1)

(5)