0001677703-21-000016 | 10-K | XBRL Viewer

Currency Translation Adjustments, Net of Tax

$ (118)

$ (1,934)

$ (416)

^[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]

Other Comprehensive Income (Loss), Net

^[1]

$ (109)

$ (1,916)

$ (342)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 20 – 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.

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

Cash Flows from Operating Activities:

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 450	$ 496
Accounts receivable, net	670	652
Contract assets	151	155
Other current assets	306	283
Total current assets	1,577	1,586
Land, buildings and equipment, net	305	342
Operating lease right-of-use assets	246	271
Intangible assets, net	187	426
Goodwill	1,528	1,502
Other long-term assets	413	387
Total Assets	4,256	4,514
Liabilities and Equity
Current portion of long-term debt	90	50
Accounts payable	182	198
Accrued compensation and benefits costs	237	174
Unearned income	133	108
Other current liabilities	450	647
Total current liabilities	1,092	1,177
Long-term debt	1,420	1,464
Deferred taxes	97	111
Operating lease liabilities	207	229
Other long-term liabilities	108	91
Total Liabilities	2,924	3,072
Contingencies (See Note 17)
Series A convertible preferred stock	142	142
Common stock	2	2
Additional paid-in capital	3,899	3,890
Retained earnings (deficit)	(2,313)	(2,185)
Accumulated other comprehensive loss	(398)	(407)
Total Equity	1,190	1,300
Total Liabilities and Equity	$ 4,256	$ 4,514
Shares of common stock issued and outstanding (in shares)	212,074	211,511
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, 2020

Dec. 31, 2019

Dec. 31, 2018

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

$ (118)

$ (1,934)

$ (416)

Depreciation and amortization

459

460

Contract inducement amortization

Goodwill impairment

1,952

Deferred income taxes

(21)

(220)

(75)

Loss from investments

(3)

(4)

(2)

Amortization of debt financing costs

Loss on extinguishment of debt

108

Gain Loss on divestitures and sales of assets

(6)

(8)

Stock-based compensation

Allowance for Doubtful Accounts

Accounts receivable

(14)

107

133

Other current and long-term assets

(36)

(14)

(111)

Accounts payable and accrued compensation

(15)

(14)

Restructuring liabilities

Other current and long-term liabilities

(174)

(257)

161

Net change in income tax assets and liabilities

(8)

(17)

Other operating, net

(4)

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

161

132

283

Cash Flows from Investing Activities:

Cost of additions to land, buildings and equipment

(76)

(148)

(179)

Proceeds from sale of land, buildings and equipment

Cost of additions to internal use software

(63)

(67)

(45)

Payments to Acquire Businesses, Net of Cash Acquired

(90)

Proceeds (Payments) Related to Divestitures, Including Cash Sold

(7)

675

Other investing, net

(4)

Net Cash Provided By (Used In) Investing Activities

(134)

(310)

460

Cash Flows from Financing Activities:

Proceeds from revolving credit facility and other loans

155

Repayments of Lines of Credit

(150)

Repayments of Long-term Debt

(55)

(54)

(519)

Debt issuance fee payments

(3)

Premium on debt redemption

(95)

Payment for Contingent Consideration Liability, Financing Activities

(4)

Taxes paid for settlement of stock-based compensation

(10)

(21)

(10)

Dividends paid on preferred stock

(10)

Net Cash Provided By (Used In) Financing Activities

(74)

(85)

(637)

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

(8)

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

(47)

(260)

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

505

^[1]

765

^[1]

667

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

$ 458

$ 505

^[1]

$ 765

^[1]

[1]	Includes $8 million, $9 million and $9 million of restricted cash as of the years ended December 31, 2020, 2019 and 2018, respectively, that was included in Other current assets on their respective Consolidated Balance Sheets.

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Cash [Abstract]
Restricted Cash, Current	$ 8	$ 9	$ 9

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

Total

Conduent Shareholders' Equity [Member]

Cumulative Effect, Period of Adoption, Adjustment

Retained Earnings [Member]

Cumulative Effect, Period of Adoption, Adjustment

Additional Paid-in Capital [Member]

AOCL [Member]

Common Stock [Member]

Beginning Balance at Dec. 31, 2017

$ 3,529

$ 17

$ 171

$ 17

$ 3,850

$ (494)

^[1]

$ 2

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

Dividend - 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

(28)

$ (416)

(416)

^[2]

^[1]

Ending Balance at Dec. 31, 2018

(342)

(416)

^[1]

3,222

(233)

3,878

(425)

^[1]

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

Dividend - 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

(1,934)

^[2]

^[1]

Ending Balance at Dec. 31, 2019

(1,916)

(1,934)

^[1]

1,300

$ (8)

(2,185)

$ (8)

3,890

(407)

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

Dividend - preferred stock, $80/per share

(10)

Stock option and incentive plans, net

(118)

^[1]

Ending Balance at Dec. 31, 2020

$ (109)

(109)

(118)

^[1]

$ 1,190

$ (2,313)

$ 3,899

$ (398)

$ 2

[1]	AOCL - Accumulated other comprehensive loss.
[2]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 20 – 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.

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

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

Revenue from Contract with Customer [Abstract]

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
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, 2020
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 As one of the largest business process services companies in the world, Conduent delivers 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's services and solutions 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 The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. The Company has evaluated subsequent events through February 24, 2021 and no material subsequent events were identified. 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 The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to the intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. As of December 31, 2020, the impact of the outbreak of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future. New Accounting Standards Income Taxes: In December 2019, the Financial Accounting Standards Board (FASB) issued final guidance that simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. The Company has analyzed the guidance and this guidance is not expected to have a material impact on the Company's income tax provision. The Company is not early adopting the guidance; as such, the guidance will be effective beginning in tax year 2021. Reference Rate Reform: In March 2020, the FASB issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as the reference rate reform. This guidance provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. Recently Adopted 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 Company adopted the new guidance as of January 1, 2020 and the adoption of the new guidance did not have a material impact on its Consolidated Financial Statements. Summary of Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less. Receivable Sales In 2020, 2019 and 2018, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 6 – Accounts Receivable, Net for more details on the Company's receivable sales. 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. Internal Use and Product Software Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operations. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software are charged to Costs of services as incurred. Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information. Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss). Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information. 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 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 the Company's Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates 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. Refer to Note 8 – Leases 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. The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit Refer to Note 9 – Goodwill and Intangible Assets, Net for further information. Other Intangible Assets Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified. Refer to Note 9 – Goodwill and Intangible Assets, Net for further information. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates. The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2020. On December 27, 2020, the Consolidated Appropriations Act, 2021, was signed into law, which provides for coronavirus related tax relief as well as an omnibus appropriations package that extends various expiring tax provisions. The work opportunity tax credit has been extended through December 31, 2025, and a 100% deduction for the cost of business meals is allowed for 2021 and 2022, which will provide a permanent benefit. The Consolidated Appropriations Act is not expected to have a material impact on the Company's income tax provision. Refer to Note 16 – 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 The Company adopted the new revenue standard as of January 1, 2018, using the modified retrospective method. The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus 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, 2020

Revenue

Disaggregation of Revenue

During the first quarter of 2020, the Company changed how it presents its disaggregated revenue by major service offering. This change had no impact on disaggregated revenue by reportable segments or the timing of revenue recognition. All prior periods presented have been revised to reflect this change.

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)	2020		2019		2018
Commercial Industries:
Customer experience management	$	648	$	669	$	710
Business operations solutions	566		632		716
Commercial healthcare solutions	431		482		445
Human resource and learning services	518		602		679
Total Commercial Industries	2,163		2,385		2,550
Government Services:
Government healthcare solutions	603		675		727
Government services solutions	678		588		624
Total Government Services	1,281		1,263		1,351
Transportation:
Roadway charging & management services	318		327		300
Transit solutions	248		254		226
Curbside management solutions	72		107		109
Public safety solutions	73		83		79
Commercial vehicles	8		10		15
Total Transportation	719		781		729
Other:
Divestitures	—		36		752
Education	—		2		11
Total Other	—		38		763
Total Consolidated Revenue	$	4,163	$	4,467	$	5,393

Timing of Revenue Recognition:
Point in time	$	110	$	144	$	142
Over time	4,053		4,323		5,251
Total Revenue	$	4,163	$	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:

Customer Experience Management: 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.

Business Operations Solutions: 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 Solutions: 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, and adherence to pharmaceutical clients; case management, performance management and patient safety for hospital clients; medical bill review, claim processing, 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. The Company delivers mission-critical, technology-enabled HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being. These solutions span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth & retirement, HR, talent, and workforce management.

Government Healthcare Solutions: The Company provides medical management and fiscal agent care management services, eligibility and enrollment services and support 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 and enrollment support, contract center services, application processing, premium billing, disease surveillance and outbreak management and case management solutions.

Government Services 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 benefits.

Roadway Charging & Management Services: 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 Solutions: 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.

Curbside Management Solutions: 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.

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

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

Contract Balances

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

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


(in millions)	December 31, 2020		December 31, 2019
Contract Assets (Unearned Income)
Current contract assets	$	151	$	155
Long-term contract assets(1)	13		10
Current unearned income	(133)		(108)
Long-term unearned income(2)	(29)		(21)
Net Contract Assets (Unearned Income)	$	2	$	36
Accounts receivable, net	$	670	$	652

__________

(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 $101 million were recognized during the years ended December 31, 2020 and 2019, respectively, related to the Company's unearned income at December 31, 2019 and January 1, 2019. The Company had no material asset impairment charges related to contract assets for the year ended December 31, 2020.

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, 2020, was approximately $1.2 billion. The Company expects to recognize approximately 82% 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 $23 million and $18 million as of December 31, 2020 and 2019, 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. The Company expenses sales commissions when incurred if the amortization period of the sales commission is one year or less.

In addition, the Company may provide inducement payments to secure customer contracts. These inducement payments are capitalized and amortized as a reduction of revenue over the term of the customer contract. The net book value of these costs totaled $21 million and $21 million as of December 31, 2020 and 2019, 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 $32 million and $45 million as of December 31, 2020 and 2019, 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.

These costs are periodically reviewed for impairment.

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2020, 2019 and 2018, were $41 million, $42 million and $50 million, respectively.

The expected amortization expense for the next five years and thereafter for these costs is as follows:


2021		2022		2023		2024		2025		Thereafter
$	36	$	8	$	4	$	2	$	2	$	24

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

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Segment Reporting

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment Reporting

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

In 2020, the Company realigned its sales organization and certain shared IT and other allocated functions and reallocated certain costs that were previously included in the Shared IT/Infrastructure and Corporate Costs (now referred to as Unallocated Costs) to each of the reportable segments. All prior periods presented have been recast to reflect these changes.

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

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

•Government Services: The 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. The solutions in this segment help governments respond to changing rules for eligibility and increasing citizen expectations.

•Transportation: The 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, the Company delivers 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 the Company's divestitures and the Student Loan business, which the Company exited in the third quarter of 2018.

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

Selected financial information for our reportable segments was as follows:


	Year Ended December 31,
(in millions)	Commercial Industries		Government Services		Transportation		Other				Unallocated Costs		Total
2020							Divestitures		Other
Revenue	$	2,163	$	1,281	$	719	$	—	$	—	$	—	$	4,163
Segment profit (loss)	$	150	$	372	$	82	$	—	$	9	$	(348)	$	265
Segment depreciation and amortization	$	108	$	25	$	35	$	—	$	—	$	54	$	222
Adjusted EBITDA	$	258	$	397	$	117	$	—	$	2	$	(294)	$	480

2019
Revenue	$	2,385	$	1,263	$	781	$	36	$	2	$	—	$	4,467
Segment profit (loss)	$	270	$	279	$	69	$	1	$	(1)	$	(345)	$	273
Segment depreciation and amortization	$	106	$	31	$	35	$	—	$	—	$	44	$	216
Adjusted EBITDA	$	376	$	311	$	108	$	1	$	(1)	$	(301)	$	494

2018
Revenue	$	2,550	$	1,351	$	729	$	752	$	11	$	—	$	5,393
Segment profit (loss)	$	346	$	296	$	61	$	98	$	(4)	$	(375)	$	422
Segment depreciation and amortization	$	108	$	35	$	38	$	7	$	2	$	31	$	221
Adjusted EBITDA	$	454	$	328	$	99	$	105	$	(2)	$	(344)	$	640

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)	2020		2019		2018
Loss Before Income Taxes	$	(139)	$	(2,106)	$	(395)
Reconciling items:
Amortization of acquired intangible assets	239		246		242
Restructuring and related costs	67		71		81
Interest expense	60		78		112
Loss on extinguishment of debt	—		—		108
Goodwill impairment	—		1,952		—
Loss on divestitures and transaction costs	17		25		42
Litigation costs, net	20		17		227

Other (income) expenses, net	1		(10)		5
Segment Pre-Tax Income (Loss)	$	265	$	273	$	422
Segment depreciation and amortization	222		216		221
NY MMIS/HE charge (credit)	—		1		(3)
CA MMIS charge (credit)	(7)		—		—
Other adjustments	$	—	$	4	$	—
Adjusted EBITDA	$	480	$	494	$	640

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)	2020		2019		2018		2020		2019
United States	$	3,748	$	4,000	$	4,748	$	628	$	612
Europe	357		386		497		44		53
Other areas	58		81		148		114		137
Total Revenues and Long-Lived Assets	$	4,163	$	4,467	$	5,393	$	786	$	802

__________

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

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

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Accounts Receivables, Net

Divestiture	12 Months Ended
Divestiture	Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Divestiture	DivestitureIn 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, 2020

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 was not tax deductible until it was earned and paid. During the third quarter of 2020, the contingent consideration payable was settled. 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, 2020

Receivables [Abstract]

Accounts Receivable, Net

The Accounts receivable, net balance of $670 million and $652 million at December 31, 2020 and 2019, respectively, included allowance for doubtful accounts of $2 million and $2 million at December 31, 2020 and 2019, respectively.

The Company enters into factoring agreements in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to third-party financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over, and risk related to, the receivables to the buyers. Cash proceeds from these arrangements are included in cash flow from operating activities in the Consolidated Statements of Cash Flows.

Accounts receivable sales for the years ended December 31, 2020 and 2019 were as follows:


	Year Ended December 31,
(in millions)	2020		2019
Accounts receivable sales	$	529	$	204

Land, Buildings, Equipment and Software, Net

12 Months Ended

Dec. 31, 2020

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)	2020		2019
Land		$	1	$	1
Building and building equipment	25 to 50	7		7
Leasehold improvements	Varies	268		267
IT, other equipment and office furniture	3 to 15	869		964
Other	4 to 20	2		3
Construction in progress		35		50
Subtotal		1,182		1,292
Accumulated depreciation		(877)		(950)
Land, Buildings and Equipment, Net		$	305	$	342

Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $125 million, $123 million and $121 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:	2020		2019		2018
Internal use software	$	63	$	70	$	47
Product software	36		9		8


	December 31,
(in millions)	2020		2019
Internal use software, at cost	$	524	$	508
Accumulated amortization	(361)		(358)
Internal use software, net(1)	$	163	$	150

Product software, at cost	$	144	$	104
Accumulated amortization	(72)		(64)
Product software, net(1)	$	72	$	40

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, 2020, 2019 and 2018 was $54 million, $48 million and $46 million, respectively.

Cloud Computing Arrangements

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


(in millions)	Year Ended December 31,
Additions to:	2020		2019		2018
Cloud computing implementation costs	$	3	$	39	$	5


(in millions)	December 31,
Capitalized Costs, Net	2020		2019
Cloud computing implementation costs, at cost	$	47	$	44
Accumulated amortization	(6)		(2)
Cloud computing implementation costs, net(1)	$	41	$	42

__________

(1)Refer to Note 11 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.

Useful lives of Cloud computing implementation costs are three to five years. Amortization expense for Cloud computing implementation costs for the years ended December 31, 2020, 2019 and 2018 were $4 million, $2 million and $0 million, respectively.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

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 components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2020		2019
Finance Lease Costs:
Amortization of right of use assets	$	8	$	10
Interest on lease liabilities	1		1
Total Finance Lease Costs	$	9	$	11
Operating lease costs:
Base rent	$	95	$	112
Short-term lease costs	5		12
Variable lease costs(1)	26		30
Sublease income	(3)		(7)
Total Operating Lease Costs	$	123	$	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:


	Year Ended December 31,
(in millions)	2020		2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	117	$	137
Operating cash flows from finance leases	1		1
Total Cash Flow from Operating Activities	$	118	$	138

Financing cash flow from finance leases	$	11	$	11

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	73	$	32
Finance leases	$	14	$	2

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2020		2019
Operating lease assets:
Operating lease right-of-use assets	$	246	$	271
Operating lease liabilities:
Other current liabilities	$	81	$	91
Operating lease liabilities	207		229
Total Operating Lease Liabilities	$	288	$	320

Finance lease assets:
Land, buildings and equipment, net	$	19	$	14
Finance lease liabilities:
Current portion of long-term debt	$	8	$	7
Long-term debt	12		10
Total Finance Lease Liabilities	$	20	$	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 that the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2020 and 2019 were as follows:


	December 31, 2020				December 31, 2019
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	6.1	%	5.3	%	5.5	%	4.8	%
Weighted average remaining lease term (in years)	5		3		5		3

Maturities of operating and finance lease liabilities as of December 31, 2020 were as follows:


	December 31, 2020
(in millions)	Operating Lease Payments		Finance Lease Payments
2021	$	95	$	8
2022	71		7
2023	47		4
2024	37		2
2025	27		—
Thereafter	59		—
Total undiscounted lease payments	336		21
Less imputed interest	48		1
Present value of lease liabilities	$	288	$	20

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill

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


(in millions)	Commercial Industries		Government Services		Transportation		Total
Balance at December 31, 2018	$	1,391	$	1,376	$	641	$	3,408
Foreign currency translation	—		(1)		(1)		(2)
Acquisitions	49		—		—		49

Impairment	(618)		(754)		(580)		(1,952)
Other	(1)		—		—		(1)
Balance at December 31, 2019	$	821	$	621	$	60	$	1,502
Foreign currency translation	16		2		8		26



Balance at December 31, 2020	$	837	$	623	$	68	$	1,528

Gross goodwill	$	2,390	$	1,377	$	648	$	4,415
Accumulated impairment	(1,553)		(754)		(580)		(2,887)
Balance at December 31, 2020	$	837	$	623	$	68	$	1,528

The Company performed its annual goodwill impairment test for the year ended December 31, 2020 as of October 1, 2020. This testing did not identify any goodwill impairment and, accordingly, no impairment charge was recorded.

To the extent the COVID-19 pandemic continues to disrupt the economic environment, such as a decline in the performance of the reporting units or loss of a significant contract or multiple significant contracts, the fair value of one or more of the reporting units could fall below their carrying value, resulting in a goodwill impairment charge.

2019 Goodwill 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, 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. This led to actual results being below budget and a further downward revision of the long-term forecast across all the Company's reporting units. 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 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.

As of December 31, 2019, the Company performed an interim impairment assessment due to a triggering event caused by 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 of 2019, 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 cumulative impairment charge for the year ended December 31, 2019 was approximately $2.0 billion.

Intangible Assets, Net

Net intangible assets were $187 million at December 31, 2020 of which $176 million, $8 million and $3 million relate to our Commercial Industries, Government Services and Transportation segments, respectively. Intangible assets were comprised of the following:


		December 31, 2020						December 31, 2019
(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	$	2,890	$	2,703	$	187	$	2,920	$	2,494	$	426
Technology, patents and non-compete	0 years	—		—		—		1		1		—
Total Intangible Assets		$	2,890	$	2,703	$	187	$	2,921	$	2,495	$	426

Amortization expense related to intangible assets was $239 million, $246 million and $242 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amortization expense is expected to approximate $134 million in 2021, $13 million in 2022, $7 million in 2023, $6 million in 2024 and $4 million in 2025.

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2020

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 operational efficiency improvement initiatives have reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $23 million, $21 million and $4 million for the years ended December 31, 2020, 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. Asset impairment costs related to the reduction of our real estate footprint include impairment of operating lease right-of-use (ROU) assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the two years ended December 31, 2020 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
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
Provision	13		27		15		55
Changes in estimates	1		3		—		4
Total Net Current Period Charges(1)	14		30		15		59
Charges against reserve and currency	(26)		(33)		(15)		(74)
Balance at December 31, 2020	$	3	$	3	$	—	$	6

__________

(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 certain strategic transformation programs of $8 million, $4 million and $3 million during the years ended December 31, 2020, 2019 and 2018, 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)	2020		2019		2018
Commercial Industries	$	11	$	24	$	26
Government Services	1		1		1
Transportation	2		2		3
Other	—		—		6
Unallocated Costs	45		40		42
Total Net Restructuring Charges	$	59	$	67	$	78

Supplementary Financial Information Supplementary Financial Information

12 Months Ended

Dec. 31, 2020

Supplemental Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2020		2019
Other Current Assets
Prepaid expenses	$	73	$	70
Income taxes receivable	48		38
Value-added tax (VAT) receivable	21		20
Restricted cash	8		9
Current portion of capitalized cloud computing implementation costs, net	8		5
Net receivable from buyers of divested businesses	53		52
Other	95		89
Total Other Current Assets	$	306	$	283
Other Current Liabilities
Accrued liabilities	$	229	$	309
Litigation related accruals	73		178
Current operating lease liabilities	81		91
Restructure reserves	1		15
Income tax payable	16		11
Other taxes payable	16		16
Other	34		27
Total Other Current Liabilities	$	450	$	647
Other Long-term Assets
Internal use software, net	$	163	$	150
Deferred contract costs, net(2)	76		84
Product software, net	72		40
Cloud computing implementation costs, net	33		37
Other	69		76
Total Other Long-term Assets	$	413	$	387
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)	$	24	$	—
Income tax liabilities	15		20
Unearned income	29		21
Restructuring reserves	5		6
Other	35		44
Total Other Long-term Liabilities	$	108	$	91

__________

(1)The CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. The current portion of this liability is included in Accrued compensation and benefits costs.

(2)Represents capitalized costs associated with obtaining or fulfilling a contract with a customer. The balances at December 31, 2020 and 2019 are expected to be amortized over a weighted average remaining life of approximately 11 and 12 years, respectively. See Note 2 – Revenue for more information.

Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

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

Long-term debt was as follows:


			December 31,
(in millions)	Weighted Average Interest Rates at December 31, 2020(1)		2020		2019

Term loan A due 2022	2.34	%	$	654	$	664
Term loan B due 2023	3.82	%	816		824
Senior notes due 2024	10.90	%	34		34
Finance lease obligations	5.29	%	20		17
Other loans			4		—
Principal Debt Balance			$	1,528	$	1,539
Debt issuance costs and unamortized discounts			(18)		(25)
Less: current maturities			(90)		(50)
Total Long-term Debt			$	1,420	$	1,464

____________

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

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


2021		2022		2023		2024		2025		Total
$	90	$	598	$	804	$	36	$	—	$	1,528

Credit Facility

On December 7, 2016, the Company 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 thereto 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.

During the first quarter of 2020, the Company borrowed $150 million of its $750 million Revolving Credit Facility, which was subsequently fully repaid in December 2020. As of December 31, 2020, the Company has utilized $7 million of its revolving credit facility capacity to issue letters of credit. The net amount available to be drawn upon under the Credit Agreement as of December 31, 2020 was $743 million.

The Credit Agreement permits the Company 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 the total net leverage ratio for December 31, 2020 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. The Issuers may 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. No Senior Notes were redeemed between December 15, 2020 and December 31, 2020.

Interest

Interest paid on short-term and long-term debt amounted to $51 million, $69 million, $100 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Interest expense	$	60	$	78	$	112
Interest income(1)	2		6		7

____________

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

Financial Instruments

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

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

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

Summary of Foreign Exchange Hedging Positions

At December 31, 2020 and 2019, the Company had outstanding forward exchange with gross notional values of $180 million and $207 million, respectively. At December 31, 2020, approximately 77% of these contracts mature within three months, 9% in three to six months, 11% in six to twelve months and 3% in greater than 12 months.

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


	December 31, 2020				December 31, 2019
(in millions)	Gross Notional Value		Fair Value Asset (Liability)(1)		Gross Notional Value		Fair Value Asset (Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	53	$	1	$	57	$	1
Indian Rupee/U.S. Dollar	52		1		85		1
Euro/U.S. Dollar	17		—		—		—
Mexican Peso/U.S. Dollar	2		—		—		—
All Other	56		—		65		—
Total Foreign Exchange Hedging	$	180	$	2	$	207	$	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, 2020

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, 2020		December 31, 2019
Assets:
Foreign exchange contract - forward	$	2	$	2
Total Assets	$	2	$	2
Liabilities:
Foreign exchange contracts - forward	$	—	$	—
Total Liabilities	$	—	$	—

Summary of Other Financial Assets and Liabilities

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


	December 31, 2020				December 31, 2019
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	1,420	$	1,378	$	1,464	$	1,449

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 was then estimated to be the arithmetic average of all simulation paths, discounted to the valuation date (Level 3). During the third quarter of 2020, the contingent consideration payable was settled.

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.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2020
Retirement Benefits [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, 2020 were $13 million and $2 million, respectively. The Company's remaining benefit obligations and plan assets at December 31, 2019 were $14 million and $2 million, respectively. Defined Contribution Plans The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and the Company matches a portion of the employee contributions. Beginning in 2019, the Company suspended its match to the 401(k) plan for all U.S. salaried employees and extended the suspension to all U.S. hourly employees in the second quarter of 2020. However, the match was reinstated for all U.S. employees in November of 2020. The Company recorded charges related to its defined contribution plans of $6 million in 2020, $9 million in 2019 and $28 million in 2018.

The entire disclosure for retirement benefits.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year Ended December 31,
(in millions)	2020		2019		2018
Domestic loss	$	(186)	$	(2,177)	$	(411)
Foreign income	47		71		16
Loss Before Income Taxes	$	(139)	$	(2,106)	$	(395)

Provision (benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Federal Income Taxes
Current	$	(22)	$	(3)	$	35
Deferred	(17)		(170)		(62)
Foreign Income Taxes
Current	18		47		41
Deferred	(4)		(8)		(6)
State Income Taxes
Current	5		5		20
Deferred	(1)		(43)		(7)
Total Provision (Benefit)	$	(21)	$	(172)	$	21

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,
	2020		2019		2018
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	(2.1)	%	(0.2)	%	(3.7)	%

Change in valuation allowance for deferred tax assets	0.6	%	(1.2)	%	(1.7)	%
State taxes, net of federal benefit	(2.1)	%	1.8	%	(2.3)	%
Tax-exempt income, credits and incentives	5.1	%	0.3	%	2.2	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	(0.9)	%	(0.2)	%	1.6	%
Divestitures(2)	—	%	0.2	%	(20.3)	%
Goodwill impairment(3)	—	%	(14.1)	%	—	%
Unrecognized tax benefits	(1.2)	%	(0.3)	%	(1.9)	%
Audit and other tax return adjustments	(5.3)	%	0.1	%	0.2	%
Other	—	%	0.8	%	(0.4)	%
Effective Income Tax Rate	15.1	%	8.2	%	(5.3)	%

_______________

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

(2) 2018 divestitures include nondeductible goodwill allocated to divested businesses.

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

On a consolidated basis, the Company received a refund of $(1) million and paid a total of $46 million and $108 million in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2020, 2019 and 2018, respectively.

Unrecognized Tax Benefits and Audit Resolutions

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

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

As of December 31, 2020, the Company had $23 million of unrecognized tax benefits, of which $21 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)	2020		2019		2018
Balance at January 1	$	24	$	20	$	15
Additions related to current year	—		1		3
Additions related to prior years positions	3		7		5
Reductions related to prior years positions	—		(3)		—
Settlements with taxing authorities(1)	(4)		(1)		(1)
Currency	—		—		(2)
Balance at December 31	$	23	$	24	$	20

_______________

(1)2020 and 2019 settlement resulted in $4 million and $1 million cash paid, respectively.

The Company maintains offsetting benefits from other jurisdictions of $15 million, $16 million and $15 million, at December 31, 2020, 2019 and 2018, respectively. The Company recognized interest and penalties accrued on unrecognized tax benefits within income tax expense. The Company had $13 million, $14 million and $10 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2020, 2019 and 2018, respectively. In the U.S., the Company is no longer subject to U.S. federal income tax examinations for years before 2015. With respect to major foreign jurisdictions, the years generally remain open back to 2003.

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 $280 million as of December 31, 2020. For years after 2017, the Tax Reform does allow for certain earnings to be repatriated free from U.S. Federal taxes. However, the repatriation of earnings could give rise to additional tax liabilities. The Company has also not provided for deferred taxes on outside basis differences in its investments in its foreign subsidiaries. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable. The Company has provided for deferred taxes with respect to certain unremitted earnings of foreign subsidiaries that are not indefinitely reinvested between foreign subsidiaries outside of the U.S.

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


	December 31,
(in millions)	2020		2019
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	96	$	122
Operating reserves, accruals and deferrals	57		33
Deferred compensation	7		11
Settlement reserves	17		44
Operating lease liabilities	68		78
Tax credits	42		14
Other	7		7
Subtotal	294		309
Valuation allowance	(83)		(72)
Total	$	211	$	237

Deferred Tax Liabilities
Unearned income	$	27	$	53
Intangibles and goodwill	100		143
Depreciation	75		47
Operating lease right-of-use assets	57		65
Other	26		23
Total	$	285	$	331

Total Deferred Taxes, Net	$	(74)	$	(94)

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, 2020 and 2019 was an increase of $11 million and an increase of $28 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, 2020, we had tax credit carryforwards of $42 million available to offset future income taxes which will expire between 2027 and 2040 if not utilized. We also had net operating loss carryforwards for income tax purposes of $634 million that will expire between 2021 and 2040, if not utilized; and $189 million available to offset future taxable income indefinitely. We had $8 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.

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

Stockholders' Equity Note [Abstract]

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2020
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, 2020. 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, 2020, 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 the remaining $118 million paid in January 2020. The case has been dismissed with prejudice with a full release and discharge of the Defendants. Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. 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. 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. On August 20, 2020 Conduent filed a Counterclaim against Skyview seeking the outstanding balance on the notes, the amounts owed for the Jamaica deferred closing, and other Transition Services Agreement and late rent payment obligations. Conduent denies all of the plaintiffs' 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, in excess of currently recorded reserves. 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. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased its damages to $89 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 or loss, if any, in excess of currently recorded reserves. Other Matters: Since 2014, Xerox Education Services, Inc. ("XES") has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (the "Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of 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 currently recorded 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: The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows. Other Agreements: The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters: •Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect 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 the Company's behalf, with the exception of claims that result from the third-party's own willful misconduct or gross negligence. •Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained as a result of the Company's performance of services at a customer's location. In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made. Intellectual Property Indemnifications The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract. Indemnification of Officers and Directors The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law. Other Contingencies Certain contracts, primarily in the Company's Government 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, 2020, the Company had $610 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $98 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, 2020
Equity [Abstract]
Preferred Stock	Preferred Stock Series A Preferred Stock In connection with the December 31, 2016 separation from the Company's former parent company (Separation), the Company issued 120,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation preference of $120 million and an initial fair value of $142 million. The Series A convertible preferred stock pays quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of the Series A convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments. If the closing price of the Company's common stock exceeds 137% of the initial conversion price for 20 out of 30 trading days, the Company has the right to cause any or all of the Series A convertible preferred stock to be converted into shares of common stock at the then applicable conversion rate. The Series A convertible preferred stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for the Company's common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Conduent's common stock, the holder of Series A convertible preferred stock has the right to require the Company to redeem any or all of the Series A convertible preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but not including, the redemption date. As a result of the contingent redemption feature, the Series A convertible preferred stock is classified as temporary equity and reflected separately from permanent equity in the Consolidated Balance Sheets.

Shareholders' Equity

12 Months Ended

Dec. 31, 2020

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

As of December 31, 2020, the Company had one class of preferred stock outstanding. Refer to Note 18 – Preferred Stock for further information. The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $0.01 par value per share.

Common Stock

The Company has 1 billion authorized shares of common stock at $0.01 par value per share. At December 31, 2020, 17 million shares were reserved for issuance under the Company's incentive compensation plans and 5.4 million shares were reserved for conversion of the Series A convertible preferred stock.

Stock Compensation Plans

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

Stock-based compensation expense was as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Stock-based compensation expense, pre-tax	$	20	$	24	$	38
Income tax benefit recognized in earnings	3		—		7

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

In 2020, the Company issued 389 thousand Deferred Stock Units (DSU) to non-employee members of the Board of Directors. DSU awards typically vest in accordance with certain service conditions.

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

•PSUs that vest contingent upon its achievement of certain specified financial performance criteria over a three-year period. If the three-year actual results exceed the stated targets, then the plan participants have the potential to earn additional shares of common stock, which cannot exceed 100% of the original grant. The fair value of these PSUs is based upon the market price of Conduent's common stock on the date of the grant. Compensation expense is recognized over the vesting period, which is two years and nine months from the date of grant, based on management's estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation cost would be reversed.

•PSUs that vest contingent upon the increase of Conduent’s stock price to certain levels over a two year and nine-month period from the date of grant. These PSUs also have a service requirement that must be met in order for them to vest. The fair value of these PSUs is based upon a Monte Carlo simulation. Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.

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, 2020, these options have expired. Conduent has not issued any new stock options.

Summary of Stock-based Compensation Activity


	2020			2019			2018
(shares in thousands)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	1,741	$	13.07	2,399	$	16.90	3,125	$	16.29
Granted	7,778	2.25		2,503	12.57		1,246	18.82
Vested	(2,816)	4.99		(2,135)	15.54		(1,501)	17.30
Canceled	(1,083)	6.11		(1,026)	15.68		(471)	16.62
Outstanding at December 31	5,620	3.49		1,741	13.07		2,399	16.90

Performance Stock Units / Shares
Outstanding at January 1	3,597	$	16.17	4,557	$	16.76	5,429	$	16.55
Granted	7,010	1.37		1,229	13.35		730	18.64
Vested	(3,163)	7.33		(1,069)	15.64		(980)	17.12
Canceled	(1,991)	11.91		(1,120)	16.00		(622)	16.59
Outstanding at December 31	5,453	3.83		3,597	16.17		4,557	16.76

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2020 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	13	1.7
Performance Stock Units / Shares	3		1.5
Total	$	16

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


Awards	December 31, 2020
Restricted Stock Units / Shares	$	27
Performance Stock Units / Shares	26

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


(in millions)	December 31, 2020						December 31, 2019						December 31, 2018
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	$	13	$	—	$	3	$	17	$	—	$	4	$	20	$	—	$	4
Performance Stock Units / Shares	14		—		2		11		—		2		18		—		4
Stock Options	—		—		—		—		—		—		2		2		—

Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Comprehensive Income (Loss) Note

Other Comprehensive Income (Loss)

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


	Year Ended December 31,
	2020				2019				2018
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	8	$	8	$	3	$	3	$	(31)	$	(31)
Reclassification of currency translation adjustments on divestitures	—		—		15		15		42		42
Translation adjustments gains(losses)	$	8	$	8	$	18	$	18	$	11	$	11
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	—	$	—	$	1	$	1	$	2	$	1
Changes in cash flow hedges reclassed to earnings(1)	—		—		(1)		—		(1)		—
Net Unrealized Gains (Losses)	$	—	$	—	$	—	$	1	$	1	$	1

Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other	$	—	$	—	$	1	$	(1)	$	65	$	62
Net actuarial/prior service gains (losses)	1		1		—		—		—		—


Changes in Defined Benefit Plans Gains (Losses)	$	1	$	1	$	1	$	(1)	$	65	$	62

Other Comprehensive Income (Loss)	$	9	$	9	$	19	$	18	$	77	$	74

____________________________

(1)Reclassified to Cost of services - refer to Note 13 – Financial Instruments for additional information regarding our cash flow hedges.

Accumulated Other Comprehensive Loss (AOCL)

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


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2017	$	(437)	$	1	$	(58)	$	(494)
Reclassification of amounts impacted by Tax Reform	—		—		(5)		(5)
Other comprehensive income (loss) before reclassifications	(31)		1		—		(30)
Amounts reclassified from accumulated other comprehensive loss	42		—		62		104
Net current period other comprehensive income (loss)	11		1		62		74
Balance at December 31, 2018	$	(426)	$	2	$	(1)	$	(425)
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)
Other comprehensive income (loss) before reclassifications	8		—		1		9
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	8		—		1		9
Balance at December 31, 2020	$	(400)	$	3	$	(1)	$	(398)

__________

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

Earnings per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Earnings per Share

Earnings (Loss) 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 loss per share of common stock:


	Year Ended December 31,
(in millions, except per share data. Shares in thousands)	2020		2019		2018
Net Loss per Share:
Net loss	$	(118)	$	(1,934)	$	(416)
Dividend - preferred stock	(10)		(10)		(10)


Adjusted Net Loss Available to Common Shareholders	$	(128)	$	(1,944)	$	(426)
Weighted average common shares outstanding	210,018		209,318		206,056




Basic Loss per Share	$	(0.61)	$	(9.29)	$	(2.06)

Diluted Loss per Share:
Net loss from continuing operations	$	(118)	$	(1,934)	$	(416)
Dividend - preferred stock	(10)		(10)		(10)


Adjusted Net Loss Available to Common Shareholders	$	(128)	$	(1,944)	$	(426)
Weighted average common shares outstanding	210,018		209,318		206,056









Diluted Loss per Share	$	(0.61)	$	(9.29)	$	(2.06)

There were no securities excluded from the computation of diluted earnings per share for being either contingently issuable shares or shares that if included would have been anti-dilutive for any of the years ended December 31, 2020, 2019 or 2018.

Related Party Transactions

12 Months Ended

Dec. 31, 2020

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 or 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)	2020		2019		2018
Revenue from related parties	$	24	$	33	$	45
Purchases from related parties	$	36	$	46	$	41

The Company's receivable and payable balances with related party entities were not material as of December 31, 2020 and 2019.

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2020

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

Valuation and Qualifying Accounts

For the three years ended December 31, 2020


(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:
2020	Accounts Receivable	$	2	$	1	$	—	$	(1)	$	2
2019	Accounts Receivable	1		3		—		(2)		2
2018	Accounts Receivable	2		—		—		(1)		1

Tax Valuation Allowance:
2020	Tax Valuation	72		17		—		(6)		83
2019	Tax Valuation	44		38		—		(10)		72
2018	Tax Valuation	35		17		—		(8)		44

__________

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

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

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

Organization, Consolidation and Presentation of Financial Statements (Policies)	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Consolidation	Description of Business As one of the largest business process services companies in the world, Conduent delivers 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's services and solutions 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 The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest. The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC. Certain reclassifications have been made to prior years' amounts to conform to the current year presentation. All intercompany transactions and balances have been eliminated. The Company has evaluated subsequent events through February 24, 2021 and no material subsequent events were identified. 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	Use of Estimates The Company prepared the Consolidated Financial Statements using financial information available at the time of preparation, which requires it to make estimates and assumptions that affect the amounts reported. The Company's most significant estimates pertain to the intangible assets, valuation of goodwill, contingencies and litigation and income taxes. These estimates are based on management's best knowledge of current events, historical experience, and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. As of December 31, 2020, the impact of the outbreak of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future.
New Accounting Pronouncements	New Accounting Standards Income Taxes: In December 2019, the Financial Accounting Standards Board (FASB) issued final guidance that simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. The Company has analyzed the guidance and this guidance is not expected to have a material impact on the Company's income tax provision. The Company is not early adopting the guidance; as such, the guidance will be effective beginning in tax year 2021. Reference Rate Reform: In March 2020, the FASB issued updated guidance relating to the accounting for the discontinuation of the London Inter-bank Offered Rate (LIBOR), referred to as the reference rate reform. This guidance provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. This guidance is applicable to contract modifications that replace a reference LIBOR rate affected by reference rate reform. The amendments may be applied through December 31, 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. Recently Adopted 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 Company adopted the new guidance as of January 1, 2020 and the adoption of the new guidance did not have a material impact on its Consolidated Financial Statements.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.
Receivable Sales	Receivable Sales In 2020, 2019 and 2018, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 6 – Accounts Receivable, Net for more details on the Company's receivable sales.
Land, Buildings and Equipment and Equipment on Operating Leases	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 Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operations. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software are charged to Costs of services as incurred. Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information.
Capitalization of Internal Costs	Internal Use and Product Software Internal Use Software: The Company capitalizes direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortizes these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented. Costs for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts incurred for Internal Use Software are included in Cash Flows from Investing Activities. Product Software: The Company also capitalizes certain costs related to the development of software solutions to be sold to its customers upon reaching technological feasibility. These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts incurred for Product Software are included in Cash Flows from Operations. The Company performs annual reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software are charged to Costs of services as incurred. Internal use and Product software are included in Other long-term assets on the Company's Consolidated Balance Sheets. Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information.
cloud computing policy	Cloud Computing Arrangements The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised. Capitalized amounts related to such arrangements are recorded within Other current assets and Other long-term assets in the Consolidated Balance Sheets. The amortization expense and the associated hosting fees are included in Cost of services and Selling, general and administrative expenses, depending on the nature of the underlying use of the cloud computing arrangement, in the Company’s Consolidated Statements of Income (Loss). Refer to Note 7 – Land, Buildings, Equipment and Software, Net for further information.
Lessee, Leases	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 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 the Company's Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates 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. Refer to Note 8 – Leases for further information.
Goodwill and Other Intangible Assets	Goodwill For acquired businesses, the Company records the acquired assets and assumed liabilities based on their relative fair values at the date of acquisitions (commonly referred to as the purchase price allocation). Goodwill represents the excess of the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. For the Company’s business acquisitions, the purchase price is allocated to identifiable intangible assets separate from goodwill if they are from contractual or other legal rights, or if they could be separated from the acquired business and sold, transferred, licensed, rented or exchanged. The Company tests goodwill for impairment annually or more frequently if an event or change in circumstances indicate the asset may be impaired. Impairment testing for goodwill is done at the reporting unit level. The Company determined the fair value of its reporting units utilizing a combination of both an Income Approach and a Market Approach. The Income Approach utilizes a discounted cash flow analysis based upon the forecasted future business results of its reporting units. The Market Approach utilizes the guideline public company method. If the fair value of a reporting unit is less than its carrying amount, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit Refer to Note 9 – Goodwill and Intangible Assets, Net for further information. Other Intangible Assets Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base. Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified. Refer to Note 9 – Goodwill and Intangible Assets, Net for further information.
Impairment or Disposal of Long-Lived Assets, Policy	Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including buildings, equipment, internal use software, product software, right-of-use assets and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on forecasted cash flows.
Income Tax	Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are based on differences between U.S. GAAP reporting and tax bases of assets or liabilities and based on current tax laws, regulations and rates. The recognition of deferred tax assets requires an assessment to determine the realization of such assets. Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized. Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease its effective tax rate, as well as impact its operating results. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Reform). The Tax Reform includes a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by the Company’s foreign subsidiaries. The Company elected to treat the tax on GILTI as a period cost when incurred and therefore, no deferred taxes for GILTI were recognized for the year ended December 31, 2020. On December 27, 2020, the Consolidated Appropriations Act, 2021, was signed into law, which provides for coronavirus related tax relief as well as an omnibus appropriations package that extends various expiring tax provisions. The work opportunity tax credit has been extended through December 31, 2025, and a 100% deduction for the cost of business meals is allowed for 2021 and 2022, which will provide a permanent benefit. The Consolidated Appropriations Act is not expected to have a material impact on the Company's income tax provision. Refer to Note 16 – Income Taxes for further discussion.
Foreign Currency Transactions and Re-measurement	Foreign Currency Translation and Re-measurement The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and losses within other expenses, net together with other foreign currency re-measurements.
Revenue from Contract with Customer	Revenue Recognition The Company adopted the new revenue standard as of January 1, 2018, using the modified retrospective method. The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately, versus together, may require judgment. Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather than the underlying activities. Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation. Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and variable consideration. Typical forms of variable consideration include variable pricing based on the number of transactions processed or usage-based pricing arrangements. Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits. In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series. In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus 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
Transfers and Servicing of Financial Assets, Transfers of Financial Assets, Sales	Receivable Sales In 2020, 2019 and 2018, the Company sold certain accounts receivable and derecognized the corresponding receivable balance. Refer to Note 6 – Accounts Receivable, Net for more details on the Company's receivable sales.

Revenue from Contract with Customer (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Service Line


	Year Ended December 31,
(in millions)	2020		2019		2018
Commercial Industries:
Customer experience management	$	648	$	669	$	710
Business operations solutions	566		632		716
Commercial healthcare solutions	431		482		445
Human resource and learning services	518		602		679
Total Commercial Industries	2,163		2,385		2,550
Government Services:
Government healthcare solutions	603		675		727
Government services solutions	678		588		624
Total Government Services	1,281		1,263		1,351
Transportation:
Roadway charging & management services	318		327		300
Transit solutions	248		254		226
Curbside management solutions	72		107		109
Public safety solutions	73		83		79
Commercial vehicles	8		10		15
Total Transportation	719		781		729
Other:
Divestitures	—		36		752
Education	—		2		11
Total Other	—		38		763
Total Consolidated Revenue	$	4,163	$	4,467	$	5,393

Timing of Revenue Recognition:
Point in time	$	110	$	144	$	142
Over time	4,053		4,323		5,251
Total Revenue	$	4,163	$	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, 2020		December 31, 2019
Contract Assets (Unearned Income)
Current contract assets	$	151	$	155
Long-term contract assets(1)	13		10
Current unearned income	(133)		(108)
Long-term unearned income(2)	(29)		(21)
Net Contract Assets (Unearned Income)	$	2	$	36
Accounts receivable, net	$	670	$	652

__________

(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, 2020

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				Unallocated Costs		Total
2020							Divestitures		Other
Revenue	$	2,163	$	1,281	$	719	$	—	$	—	$	—	$	4,163
Segment profit (loss)	$	150	$	372	$	82	$	—	$	9	$	(348)	$	265
Segment depreciation and amortization	$	108	$	25	$	35	$	—	$	—	$	54	$	222
Adjusted EBITDA	$	258	$	397	$	117	$	—	$	2	$	(294)	$	480

2019
Revenue	$	2,385	$	1,263	$	781	$	36	$	2	$	—	$	4,467
Segment profit (loss)	$	270	$	279	$	69	$	1	$	(1)	$	(345)	$	273
Segment depreciation and amortization	$	106	$	31	$	35	$	—	$	—	$	44	$	216
Adjusted EBITDA	$	376	$	311	$	108	$	1	$	(1)	$	(301)	$	494

2018
Revenue	$	2,550	$	1,351	$	729	$	752	$	11	$	—	$	5,393
Segment profit (loss)	$	346	$	296	$	61	$	98	$	(4)	$	(375)	$	422
Segment depreciation and amortization	$	108	$	35	$	38	$	7	$	2	$	31	$	221
Adjusted EBITDA	$	454	$	328	$	99	$	105	$	(2)	$	(344)	$	640

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)	2020		2019		2018
Loss Before Income Taxes	$	(139)	$	(2,106)	$	(395)
Reconciling items:
Amortization of acquired intangible assets	239		246		242
Restructuring and related costs	67		71		81
Interest expense	60		78		112
Loss on extinguishment of debt	—		—		108
Goodwill impairment	—		1,952		—
Loss on divestitures and transaction costs	17		25		42
Litigation costs, net	20		17		227

Other (income) expenses, net	1		(10)		5
Segment Pre-Tax Income (Loss)	$	265	$	273	$	422
Segment depreciation and amortization	222		216		221
NY MMIS/HE charge (credit)	—		1		(3)
CA MMIS charge (credit)	(7)		—		—
Other adjustments	$	—	$	4	$	—
Adjusted EBITDA	$	480	$	494	$	640

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)	2020		2019		2018		2020		2019
United States	$	3,748	$	4,000	$	4,748	$	628	$	612
Europe	357		386		497		44		53
Other areas	58		81		148		114		137
Total Revenues and Long-Lived Assets	$	4,163	$	4,467	$	5,393	$	786	$	802

__________

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

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

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, 2020

Receivables [Abstract]

Schedule Of Accounts Receivable Sales

ccounts receivable sales for the years ended December 31, 2020 and 2019 were as follows:


	Year Ended December 31,
(in millions)	2020		2019
Accounts receivable sales	$	529	$	204

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

12 Months Ended

Dec. 31, 2020

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)	2020		2019
Land		$	1	$	1
Building and building equipment	25 to 50	7		7
Leasehold improvements	Varies	268		267
IT, other equipment and office furniture	3 to 15	869		964
Other	4 to 20	2		3
Construction in progress		35		50
Subtotal		1,182		1,292
Accumulated depreciation		(877)		(950)
Land, Buildings and Equipment, Net		$	305	$	342

Land, Buildings and Equipment Depreciation Expense

Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $125 million, $123 million and $121 million, respectively.

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:	2020		2019		2018
Internal use software	$	63	$	70	$	47
Product software	36		9		8

Capitalized Costs, Internal Use and Product Software


	December 31,
(in millions)	2020		2019
Internal use software, at cost	$	524	$	508
Accumulated amortization	(361)		(358)
Internal use software, net(1)	$	163	$	150

Product software, at cost	$	144	$	104
Accumulated amortization	(72)		(64)
Product software, net(1)	$	72	$	40

capitalized cloud computing costs

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


(in millions)	Year Ended December 31,
Additions to:	2020		2019		2018
Cloud computing implementation costs	$	3	$	39	$	5


(in millions)	December 31,
Capitalized Costs, Net	2020		2019
Cloud computing implementation costs, at cost	$	47	$	44
Accumulated amortization	(6)		(2)
Cloud computing implementation costs, net(1)	$	41	$	42

__________

(1)Refer to Note 11 – Supplementary Financial Information for additional information on the current and long-term portions of this asset.

Leases, Codification Topic 842 (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Lease, Cost

The components of lease costs were as follows:


	Year Ended December 31,
(in millions)	2020		2019
Finance Lease Costs:
Amortization of right of use assets	$	8	$	10
Interest on lease liabilities	1		1
Total Finance Lease Costs	$	9	$	11
Operating lease costs:
Base rent	$	95	$	112
Short-term lease costs	5		12
Variable lease costs(1)	26		30
Sublease income	(3)		(7)
Total Operating Lease Costs	$	123	$	147

__________

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

Lessee, Operating Lease, Disclosure

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(in millions)	2020		2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	117	$	137
Operating cash flows from finance leases	1		1
Total Cash Flow from Operating Activities	$	118	$	138

Financing cash flow from finance leases	$	11	$	11

Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:
Operating leases	$	73	$	32
Finance leases	$	14	$	2

Supplemental balance sheet information related to leases was as follows:


	December 31,
(in millions)	2020		2019
Operating lease assets:
Operating lease right-of-use assets	$	246	$	271
Operating lease liabilities:
Other current liabilities	$	81	$	91
Operating lease liabilities	207		229
Total Operating Lease Liabilities	$	288	$	320

Finance lease assets:
Land, buildings and equipment, net	$	19	$	14
Finance lease liabilities:
Current portion of long-term debt	$	8	$	7
Long-term debt	12		10
Total Finance Lease Liabilities	$	20	$	17

The weighted average discount rates and weighted average remaining lease terms for operating and finance leases as of December 31, 2020 and 2019 were as follows:


	December 31, 2020				December 31, 2019
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted average discount rates	6.1	%	5.3	%	5.5	%	4.8	%
Weighted average remaining lease term (in years)	5		3		5		3

Lessee, Operating Lease, Liability, Maturity

Maturities of operating and finance lease liabilities as of December 31, 2020 were as follows:


	December 31, 2020
(in millions)	Operating Lease Payments		Finance Lease Payments
2021	$	95	$	8
2022	71		7
2023	47		4
2024	37		2
2025	27		—
Thereafter	59		—
Total undiscounted lease payments	336		21
Less imputed interest	48		1
Present value of lease liabilities	$	288	$	20

Finance Lease, Liability, Maturity

Maturities of operating and finance lease liabilities as of December 31, 2020 were as follows:


	December 31, 2020
(in millions)	Operating Lease Payments		Finance Lease Payments
2021	$	95	$	8
2022	71		7
2023	47		4
2024	37		2
2025	27		—
Thereafter	59		—
Total undiscounted lease payments	336		21
Less imputed interest	48		1
Present value of lease liabilities	$	288	$	20

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


(in millions)	Commercial Industries		Government Services		Transportation		Total
Balance at December 31, 2018	$	1,391	$	1,376	$	641	$	3,408
Foreign currency translation	—		(1)		(1)		(2)
Acquisitions	49		—		—		49

Impairment	(618)		(754)		(580)		(1,952)
Other	(1)		—		—		(1)
Balance at December 31, 2019	$	821	$	621	$	60	$	1,502
Foreign currency translation	16		2		8		26



Balance at December 31, 2020	$	837	$	623	$	68	$	1,528

Gross goodwill	$	2,390	$	1,377	$	648	$	4,415
Accumulated impairment	(1,553)		(754)		(580)		(2,887)
Balance at December 31, 2020	$	837	$	623	$	68	$	1,528

Schedule of Finite-Lived Intangible Assets by Major Class

Intangible assets were comprised of the following:


		December 31, 2020						December 31, 2019
(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	$	2,890	$	2,703	$	187	$	2,920	$	2,494	$	426
Technology, patents and non-compete	0 years	—		—		—		1		1		—
Total Intangible Assets		$	2,890	$	2,703	$	187	$	2,921	$	2,495	$	426

Restructuring and Asset Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of the Company's restructuring program activity during the two years ended December 31, 2020 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
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
Provision	13		27		15		55
Changes in estimates	1		3		—		4
Total Net Current Period Charges(1)	14		30		15		59
Charges against reserve and currency	(26)		(33)		(15)		(74)
Balance at December 31, 2020	$	3	$	3	$	—	$	6

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)	2020		2019		2018
Commercial Industries	$	11	$	24	$	26
Government Services	1		1		1
Transportation	2		2		3
Other	—		—		6
Unallocated Costs	45		40		42
Total Net Restructuring Charges	$	59	$	67	$	78

Supplementary Financial Information (Tables)

12 Months Ended

Dec. 31, 2020

Supplemental Financial Information [Abstract]

Supplemental Financial Information Table

The components of Other assets and liabilities were as follows:


	December 31,
(in millions)	2020		2019
Other Current Assets
Prepaid expenses	$	73	$	70
Income taxes receivable	48		38
Value-added tax (VAT) receivable	21		20
Restricted cash	8		9
Current portion of capitalized cloud computing implementation costs, net	8		5
Net receivable from buyers of divested businesses	53		52
Other	95		89
Total Other Current Assets	$	306	$	283
Other Current Liabilities
Accrued liabilities	$	229	$	309
Litigation related accruals	73		178
Current operating lease liabilities	81		91
Restructure reserves	1		15
Income tax payable	16		11
Other taxes payable	16		16
Other	34		27
Total Other Current Liabilities	$	450	$	647
Other Long-term Assets
Internal use software, net	$	163	$	150
Deferred contract costs, net(2)	76		84
Product software, net	72		40
Cloud computing implementation costs, net	33		37
Other	69		76
Total Other Long-term Assets	$	413	$	387
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)	$	24	$	—
Income tax liabilities	15		20
Unearned income	29		21
Restructuring reserves	5		6
Other	35		44
Total Other Long-term Liabilities	$	108	$	91

__________

Debt (Tables)

12 Months Ended

Dec. 31, 2020

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, 2020(1)		2020		2019

Term loan A due 2022	2.34	%	$	654	$	664
Term loan B due 2023	3.82	%	816		824
Senior notes due 2024	10.90	%	34		34
Finance lease obligations	5.29	%	20		17
Other loans			4		—
Principal Debt Balance			$	1,528	$	1,539
Debt issuance costs and unamortized discounts			(18)		(25)
Less: current maturities			(90)		(50)
Total Long-term Debt			$	1,420	$	1,464

____________

(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 long-term debt for the next five years are as follows:


2021		2022		2023		2024		2025		Total
$	90	$	598	$	804	$	36	$	—	$	1,528

Schedule Of Interest Expense And Interest Income

Interest expense and interest income were as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Interest expense	$	60	$	78	$	112
Interest income(1)	2		6		7

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

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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-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
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2020

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, 2020				December 31, 2019
(in millions)	Gross Notional Value		Fair Value Asset (Liability)(1)		Gross Notional Value		Fair Value Asset (Liability)(1)
Currencies Hedged (Buy/Sell)
Philippine Peso/U.S. Dollar	$	53	$	1	$	57	$	1
Indian Rupee/U.S. Dollar	52		1		85		1
Euro/U.S. Dollar	17		—		—		—
Mexican Peso/U.S. Dollar	2		—		—		—
All Other	56		—		65		—
Total Foreign Exchange Hedging	$	180	$	2	$	207	$	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, 2020

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, 2020		December 31, 2019
Assets:
Foreign exchange contract - forward	$	2	$	2
Total Assets	$	2	$	2
Liabilities:
Foreign exchange contracts - forward	$	—	$	—
Total Liabilities	$	—	$	—

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

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


	December 31, 2020				December 31, 2019
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Liabilities:
Long-term debt	$	1,420	$	1,378	$	1,464	$	1,449

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, 2020

Income Tax Disclosure [Abstract]

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


	Year Ended December 31,
(in millions)	2020		2019		2018
Domestic loss	$	(186)	$	(2,177)	$	(411)
Foreign income	47		71		16
Loss Before Income Taxes	$	(139)	$	(2,106)	$	(395)

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,
	2020		2019		2018
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Nondeductible expenses	(2.1)	%	(0.2)	%	(3.7)	%

Change in valuation allowance for deferred tax assets	0.6	%	(1.2)	%	(1.7)	%
State taxes, net of federal benefit	(2.1)	%	1.8	%	(2.3)	%
Tax-exempt income, credits and incentives	5.1	%	0.3	%	2.2	%
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)	(0.9)	%	(0.2)	%	1.6	%
Divestitures(2)	—	%	0.2	%	(20.3)	%
Goodwill impairment(3)	—	%	(14.1)	%	—	%
Unrecognized tax benefits	(1.2)	%	(0.3)	%	(1.9)	%
Audit and other tax return adjustments	(5.3)	%	0.1	%	0.2	%
Other	—	%	0.8	%	(0.4)	%
Effective Income Tax Rate	15.1	%	8.2	%	(5.3)	%

_______________

(2) 2018 divestitures include nondeductible goodwill allocated to divested businesses.

(3) 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)	2020		2019		2018
Balance at January 1	$	24	$	20	$	15
Additions related to current year	—		1		3
Additions related to prior years positions	3		7		5
Reductions related to prior years positions	—		(3)		—
Settlements with taxing authorities(1)	(4)		(1)		(1)
Currency	—		—		(2)
Balance at December 31	$	23	$	24	$	20

_______________

(1)2020 and 2019 settlement resulted in $4 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)	2020		2019
Deferred Tax Assets
Net operating losses and capital loss carryforward	$	96	$	122
Operating reserves, accruals and deferrals	57		33
Deferred compensation	7		11
Settlement reserves	17		44
Operating lease liabilities	68		78
Tax credits	42		14
Other	7		7
Subtotal	294		309
Valuation allowance	(83)		(72)
Total	$	211	$	237

Deferred Tax Liabilities
Unearned income	$	27	$	53
Intangibles and goodwill	100		143
Depreciation	75		47
Operating lease right-of-use assets	57		65
Other	26		23
Total	$	285	$	331

Total Deferred Taxes, Net	$	(74)	$	(94)

Schedule of Components of Income Tax Expense (Benefit)

(benefit) for income taxes were as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Federal Income Taxes
Current	$	(22)	$	(3)	$	35
Deferred	(17)		(170)		(62)
Foreign Income Taxes
Current	18		47		41
Deferred	(4)		(8)		(6)
State Income Taxes
Current	5		5		20
Deferred	(1)		(43)		(7)
Total Provision (Benefit)	$	(21)	$	(172)	$	21

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

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)	2020		2019		2018
Stock-based compensation expense, pre-tax	$	20	$	24	$	38
Income tax benefit recognized in earnings	3		—		7

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

Summary of Stock-based Compensation Activity


	2020			2019			2018
(shares in thousands)	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Units / Shares
Outstanding at January 1	1,741	$	13.07	2,399	$	16.90	3,125	$	16.29
Granted	7,778	2.25		2,503	12.57		1,246	18.82
Vested	(2,816)	4.99		(2,135)	15.54		(1,501)	17.30
Canceled	(1,083)	6.11		(1,026)	15.68		(471)	16.62
Outstanding at December 31	5,620	3.49		1,741	13.07		2,399	16.90

Performance Stock Units / Shares
Outstanding at January 1	3,597	$	16.17	4,557	$	16.76	5,429	$	16.55
Granted	7,010	1.37		1,229	13.35		730	18.64
Vested	(3,163)	7.33		(1,069)	15.64		(980)	17.12
Canceled	(1,991)	11.91		(1,120)	16.00		(622)	16.59
Outstanding at December 31	5,453	3.83		3,597	16.17		4,557	16.76

Schedule of Unrecognized Compensation Cost, Nonvested Awards

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2020 was as follows (in millions):


Awards	Unrecognized Compensation		Remaining Weighted-Average Expense Period (Years)
Restricted Stock Units / Shares	$	13	1.7
Performance Stock Units / Shares	3		1.5
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, 2020
Restricted Stock Units / Shares	$	27
Performance Stock Units / Shares	26

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, 2020						December 31, 2019						December 31, 2018
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	$	13	$	—	$	3	$	17	$	—	$	4	$	20	$	—	$	4
Performance Stock Units / Shares	14		—		2		11		—		2		18		—		4
Stock Options	—		—		—		—		—		—		2		2		—

Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

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


	Year Ended December 31,
	2020				2019				2018
(in millions)	Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Currency Translation
Currency translation adjustments, net	$	8	$	8	$	3	$	3	$	(31)	$	(31)
Reclassification of currency translation adjustments on divestitures	—		—		15		15		42		42
Translation adjustments gains(losses)	$	8	$	8	$	18	$	18	$	11	$	11
Unrealized Gains (Losses)
Changes in fair value of cash flow hedges gains (losses)	$	—	$	—	$	1	$	1	$	2	$	1
Changes in cash flow hedges reclassed to earnings(1)	—		—		(1)		—		(1)		—
Net Unrealized Gains (Losses)	$	—	$	—	$	—	$	1	$	1	$	1

Defined Benefit Plans Gains (Losses)
Reclassification of divested benefit plans and other	$	—	$	—	$	1	$	(1)	$	65	$	62
Net actuarial/prior service gains (losses)	1		1		—		—		—		—


Changes in Defined Benefit Plans Gains (Losses)	$	1	$	1	$	1	$	(1)	$	65	$	62

Other Comprehensive Income (Loss)	$	9	$	9	$	19	$	18	$	77	$	74

____________________________

(1)Reclassified to Cost of services - refer to Note 13 – Financial Instruments for additional information regarding our cash flow hedges.

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, 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)
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)
Other comprehensive income (loss) before reclassifications	8		—		1		9
Amounts reclassified from accumulated other comprehensive loss	—		—		—		—
Net current period other comprehensive income (loss)	8		—		1		9
Balance at December 31, 2020	$	(400)	$	3	$	(1)	$	(398)

__________

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

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Basic and Diluted Earnings per Share

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


	Year Ended December 31,
(in millions, except per share data. Shares in thousands)	2020		2019		2018
Net Loss per Share:
Net loss	$	(118)	$	(1,934)	$	(416)
Dividend - preferred stock	(10)		(10)		(10)


Adjusted Net Loss Available to Common Shareholders	$	(128)	$	(1,944)	$	(426)
Weighted average common shares outstanding	210,018		209,318		206,056




Basic Loss per Share	$	(0.61)	$	(9.29)	$	(2.06)

Diluted Loss per Share:
Net loss from continuing operations	$	(118)	$	(1,934)	$	(416)
Dividend - preferred stock	(10)		(10)		(10)


Adjusted Net Loss Available to Common Shareholders	$	(128)	$	(1,944)	$	(426)
Weighted average common shares outstanding	210,018		209,318		206,056









Diluted Loss per Share	$	(0.61)	$	(9.29)	$	(2.06)

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2020

Transactions with related parties were as follows:


	Year Ended December 31,
(in millions)	2020		2019		2018
Revenue from related parties	$	24	$	33	$	45
Purchases from related parties	$	36	$	46	$	41

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 4,163	$ 4,467	$ 5,393
Revenue Recognized	101	101
Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Revenue	110	144	142
Transferred over Time
Disaggregation of Revenue [Line Items]
Revenue	4,053	4,323	5,251
Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	2,163	2,385	2,550
Government services
Disaggregation of Revenue [Line Items]
Revenue	1,281	1,263	1,351
Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	719	781	729
Other
Disaggregation of Revenue [Line Items]
Revenue	0	38	763
Other \| Disposed of by Sale
Disaggregation of Revenue [Line Items]
Revenue	0	36	752
End-User Customer Experience \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	648	669	710
Transaction Processing \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	566	632	716
Commercial Healthcare [Domain] \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	431	482	445
Human Resource and Learning Services \| Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	518	602	679
Government Healthcare \| Government services
Disaggregation of Revenue [Line Items]
Revenue	603	675	727
Payment Solutions \| Government services
Disaggregation of Revenue [Line Items]
Revenue	678	588	624
Tolling \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	318	327	300
Transit \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	248	254	226
Photo and Parking \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	73	83	79
Commercial Vehicle Operations \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	8	10	15
Education \| Other
Disaggregation of Revenue [Line Items]
Revenue	0	2	11
Curbside Management Solutions [Domain] \| Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	$ 72	$ 107	$ 109

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

Dec. 31, 2020

Dec. 31, 2019

Contract Assets (Unearned Income)

Contract assets

$ 151

$ 155

Long-term Contract Asset

^[1]

Current Unearned Income

(133)

(108)

Unearned Income, Non-Current

(29)

^[2]

(21)

Net Contract Assets (Unearned Income)

Accounts receivable, net

$ 670

$ 652

[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, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 1.2
Revenue, Remaining Performance Obligation, Percentage	82.00%
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, 2020	Dec. 31, 2019	Dec. 31, 2018
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Amortization	$ 41	$ 42	$ 50
Amortization of Customer Contract Costs CY Plus 1	36
Amortization of Customer Contract Costs CY Plus 2	8
Amortization of Customer Contract Costs CY Plus 3	4
Amortization of Customer Contract Costs CY Plus 4	2
Amortization of Customer Contract Costs CY Plus 5	2
Amortization of Customer Contract Costs CY Plus 6 and Beyond	24
Sales Commissions
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	23	18
Inducement Payments
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	21	21
Contract Fulfillment Cost
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Net, Noncurrent	$ 32	$ 45

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenue	$ 4,163	$ 4,467	$ 5,393
Segment profit (loss)	265	273	422
Segment Depreciation and Amortization	222	216	221
Segment Adjusted EBITDA	480	494	640
Commercial Industries
Segment Reporting Information [Line Items]
Revenue	2,163	2,385	2,550
Segment profit (loss)	150	270	346
Segment Depreciation and Amortization	108	106	108
Segment Adjusted EBITDA	258	376	454
Government services
Segment Reporting Information [Line Items]
Revenue	1,281	1,263	1,351
Segment profit (loss)	372	279	296
Segment Depreciation and Amortization	25	31	35
Segment Adjusted EBITDA	397	311	328
Transportation Services
Segment Reporting Information [Line Items]
Revenue	719	781	729
Segment profit (loss)	82	69	61
Segment Depreciation and Amortization	35	35	38
Segment Adjusted EBITDA	117	108	99
Other
Segment Reporting Information [Line Items]
Revenue	0	38	763
Other \| Education
Segment Reporting Information [Line Items]
Revenue	0	2	11
Segment profit (loss)	9	(1)	(4)
Segment Depreciation and Amortization	0	0	2
Segment Adjusted EBITDA	2	(1)	(2)
Other \| Disposed of by Sale
Segment Reporting Information [Line Items]
Revenue	0	36	752
Segment profit (loss)	0	1	98
Segment Depreciation and Amortization	0	0	7
Segment Adjusted EBITDA	0	1	105
Corporate Segment
Segment Reporting Information [Line Items]
Revenue	0	0	0
Segment profit (loss)	(348)	(345)	(375)
Segment Depreciation and Amortization	54	44	31
Segment Adjusted EBITDA	$ (294)	$ (301)	$ (344)

Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting [Abstract]
Income (Loss) from Continuing Operations before Income Taxes			$ (139)	$ (2,106)	$ (395)
Reconciling items:
Amortization of Acquired Intangible Assets			239	246	242
Restructuring and Related Cost, Incurred Cost			67	71	81
Interest expense			60	78	112
Loss on extinguishment of debt			0	0	108
Goodwill, Impairment Loss	$ 1,100	$ 284	0	1,952	0
Loss on divestitures and sales of fixed assets, net			17	25	42
Litigation Costs (Recoveries), Net			20	17	227
Other (income) expenses, net			1	(10)	5
Segment profit (loss)			265	273	422
Segment Depreciation and Amortization			222	216	221
NY MMIS charge (credit)			0	1	(3)
CA MMIS			(7)	0	0
Other Nonrecurring (Income) Expense			0	4	0
Segment Adjusted EBITDA			$ 480	$ 494	$ 640

Segment Reporting - Geographic Revenue and Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 4,163	$ 4,467	$ 5,393
Long-Lived Assets	786	802
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	3,748	4,000	4,748
Long-Lived Assets	628	612
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	357	386	497
Long-Lived Assets	44	53
Other areas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	58	81	$ 148
Long-Lived Assets	$ 114	$ 137

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

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-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Divestiture (Details) - Customer Care Contracts - USD ($) $ in Millions	12 Months Ended
	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, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill		$ 1,528	$ 1,502	$ 3,408
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, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for Doubtful Accounts Receivable	$ 2.0	$ 2.0
Accounts receivable, net	670.0	652.0
Accounts receivable sales	$ 529.0	$ 204.0

Land, Buildings, Equipment and Software, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant, Equipment and Software [Line Items]
Property, Plant and Equipment, Gross, Total	$ 1,182	$ 1,292
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(877)	(950)
Land, buildings and equipment, net	305	342
Depreciation	125	123	$ 121
Land [Member]
Property, Plant, Equipment and Software [Line Items]
Land	1	1
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	268	267
Office furniture and equipment [Member]
Property, Plant, Equipment and Software [Line Items]
Furniture and Fixtures, Gross	869	964
Other [Member]
Property, Plant, Equipment and Software [Line Items]
Other Land, Building, Equipment and Software	2	3
Construction in progress [Member]
Property, Plant, Equipment and Software [Line Items]
Construction in Progress, Gross	$ 35	$ 50
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, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant, Equipment and Software [Line Items]
Capitalized Computer Software, Additions	$ 63	$ 70	$ 47
capitalized product software	36	9	8
Capitalized Computer Software, Net	163	150
Capitalized software development costs for software sold to customers, gross [Line Items]	144	104
Product software	72	40
internal use and product software, amortization	$ 54	48	$ 46
Internal Use and Product Software, Useful Lives Maximum	7 years
Internal Use and Product Software, Useful Lives Minimum	1 year
Capitalized Computer Software, Gross	$ 524	508
Capitalized Computer Software, Accumulated Amortization	(361)	(358)
capitalized software development costs for software sold to customers, accumulated amortization	$ (72)	$ (64)
capitalized cloud computing costs, useful lives minimum	3 years

Land, Buildings, Equipment and Software, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
capitalized cloud computing costs, additions	$ 3	$ 39	$ 5
us-gaap_CapitalizedComputerSoftwareNet	47	44
capitalized cloud computing costs, accumulated amortization	(6)	(2)
cloud computing costs, net	41	42
amortization expense for cloud computing	$ 4	$ 2	$ 0
capitalized cloud computing costs, useful lives, maximum	5 years
capitalized cloud computing costs, useful lives minimum	3 years

Leases - Lease Cost (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Amortization of right of use assets	$ 8	$ 10
Interest on lease liabilities	1	1
Total Finance Lease Costs	9	11
Base rent	95	112
Short-term lease costs	5	12
Variable lease cost	26	30
Sublease income	(3)	(7)
Total Operating Lease Costs	$ 123	$ 147

Leases - Cash Flow (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Cash Flow (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 117	$ 137
Operating cash flows from finance leases	1	1
Total Cash Flow from Operating Activities	118	138
Financing cash flow from finance leases	11	11
Operating leases	73	32
Finance leases	$ 14	$ 2

Leases - Balance Sheet Classification (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use assets	$ 246	$ 271
Other current liabilities	81	91
Operating lease liabilities	207	229
Present value of lease liabilities	288	320
Land, buildings and equipment, net	19	14
Current portion of long-term debt	8	7
Long-term debt	12	10
Present value of lease liabilities	$ 20	$ 17
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesCurrent	us-gaap:OtherLiabilitiesCurrent

Leases - Lease Info (Details)	Dec. 31, 2020 Rate	Dec. 31, 2019 Rate
Leases [Abstract]
Operating Leases, Weighted average discount rate (in percent)	6.10%	5.50%
Finance Leases, Weighted average discount rate (in percent)	5.30%	4.80%
Operating Leases, Weighted average remaining lease term	5 years	5 years
Finance Leases, Weighted average remaining lease term	3 years	3 years

Leases - Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Operating Lease Payments
2021	$ 95
2022	71
2023	47
2024	37
2025	27
Thereafter	59
Total undiscounted lease payments	336
Less imputed interest	48
Present value of lease liabilities	288	$ 320
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]
2021	8
2022	7
2023	4
2024	2
2025	0
Thereafter	0
Total undiscounted lease payments	21
Less imputed interest	1
Present value of lease liabilities	$ 20	$ 17

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Millions	3 Months Ended			12 Months Ended
	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Beginning Balance, Goodwill			$ 1,502	$ 1,502	$ 3,408
Foreign currency translation				26	(2)
Goodwill, Acquired During Period					49
Goodwill, Impairment Loss		$ (1,100)	(284)	0	(1,952)	$ 0
Ending Balance, Goodwill	$ 1,528			1,528	1,502	3,408
Goodwill, Gross	4,415			4,415
Goodwill, Impaired, Accumulated Impairment Loss	(2,887)			(2,887)
Asset Impairment Charges			284
Commercial Industries segment
Goodwill [Roll Forward]
Beginning Balance, Goodwill			821	821	1,391
Foreign currency translation				16	0
Goodwill, Acquired During Period					49
Goodwill, Impairment Loss				(618)
Ending Balance, Goodwill	837			837	821	1,391
Goodwill, Gross	2,390			2,390
Goodwill, Impaired, Accumulated Impairment Loss	(1,553)			(1,553)
Government services
Goodwill [Roll Forward]
Beginning Balance, Goodwill			621	621	1,376
Foreign currency translation				2	(1)
Goodwill, Acquired During Period					0
Goodwill, Impairment Loss	(512)			(754)
Ending Balance, Goodwill	623			623	621	1,376
Goodwill, Gross	1,377			1,377
Goodwill, Impaired, Accumulated Impairment Loss	(754)			(754)
Transportation Services
Goodwill [Roll Forward]
Beginning Balance, Goodwill			$ 60	60	641
Foreign currency translation				8	(1)
Goodwill, Acquired During Period					0
Goodwill, Impairment Loss				(580)
Ending Balance, Goodwill	68			68	60	$ 641
Goodwill, Gross	648			648
Goodwill, Impaired, Accumulated Impairment Loss	$ (580)			$ (580)
Held-for-sale
Goodwill [Roll Forward]
Goodwill, Other Increase (Decrease)					(1)
Held-for-sale \| Commercial Industries segment
Goodwill [Roll Forward]
Goodwill, Other Increase (Decrease)					(1)
Held-for-sale \| Government services
Goodwill [Roll Forward]
Goodwill, Other Increase (Decrease)					0
Held-for-sale \| Transportation Services
Goodwill [Roll Forward]
Goodwill, Other Increase (Decrease)					$ 0

Goodwill and Intangible Assets, Net - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,890	$ 2,921
Accumulated Amortization	2,703	2,495
Net Amount	187	426
Amortization of Intangible Assets	239	246	$ 242
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2019	134
2020	13
2021	7
2022	6
2023	4
Capitalized Computer Software, Net	$ 163	150
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	12 years
Gross Carrying Amount	$ 2,890	2,920
Accumulated Amortization	2,703	2,494
Net Amount	$ 187	426
Technology, patents and non-compete [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Useful Life	0 years
Gross Carrying Amount	$ 0	1
Accumulated Amortization	0	1
Net Amount	0	$ 0
Commercial Industries segment
Finite-Lived Intangible Assets [Line Items]
Net Amount	176
Government services
Finite-Lived Intangible Assets [Line Items]
Net Amount	8
Transportation Services
Finite-Lived Intangible Assets [Line Items]
Net Amount	$ 3

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

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Net current period restructuring charges, continuing operations

$ 59

$ 67

$ 78

(11)

restructuring cash payments and other charges against the reserve

^[1]

(74)

(73)

Restructuring Reserve, Reclassification to Operating ROU Assets

(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 Segment

Net current period restructuring charges, continuing operations

Employee Severance [Member]

(5)

restructuring cash payments and other charges against the reserve

^[1]

(26)

Restructuring Reserve, Reclassification to Operating ROU Assets

Lease Cancellation and Other Costs [Member]

(6)

restructuring cash payments and other charges against the reserve

^[1]

(33)

(32)

Restructuring Reserve, Reclassification to Operating ROU Assets

(22)

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

Facility Closing [Member]

restructuring cash payments and other charges against the reserve

^[1]

(15)

Restructuring Reserve, Reclassification to Operating ROU Assets

Supplemental Financial Information [Abstract]

$ 0

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

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

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Prepaid Expense and Other Assets, Current

$ 73

$ 70

Income Taxes Receivable, Current

Value Added Tax Receivable, Current

Restricted Cash and Investments, Current

$ 9

Current portion of capitalized cloud computing implementation costs, net

Other Receivables, Net, Current

Other Assets, Miscellaneous, Current

^[1]

Other current assets

$ 306

$ 283

[1]	CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. The current portion of this liability is included in Accrued compensation and benefits costs.

Supplementary Financial Information, Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Condensed Financial Information Disclosure [Abstract]
Other Accrued Liabilities, Current	$ 229	$ 309
Estimated Litigation Liability, Current	73	178
Other current liabilities	81	91
Restructuring Reserve, Current	1	15
Taxes Payable, Current	16	11
Accrual for Taxes Other than Income Taxes, Current	16	16
Other Sundry Liabilities, Current	34	27
Other current liabilities	$ 450	$ 647

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

Dec. 31, 2020

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Capitalized Computer Software, Net

$ 163

$ 150

Deferred Costs, Noncurrent

^[1]

Product Software, net

Cloud computing implementation costs, net

Other Assets, Miscellaneous, Noncurrent

^[2]

Other long-term assets

$ 413

$ 387

[1]	The balances at December 31, 2020 and 2019 are expected to be amortized over a weighted average remaining life of approximately 11 and 12 years, respectively
[2]	CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. The current portion of this liability is included in Accrued compensation and benefits costs.

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

Dec. 31, 2020

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Accrued Income Taxes, Noncurrent

$ 15

$ 20

Long-term Unearned Income

^[1]

Restructuring Reserve, Noncurrent

Other Sundry Liabilities, Noncurrent

Other long-term liabilities

108

Current portion of capitalized cloud computing implementation costs, net

Cloud computing implementation costs, net

CARES Act deferred payroll tax liability

$ 24

$ 0

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

Supplementary Financial Information, Deferred Contract Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Condensed Financial Information Disclosure [Abstract]
Weighted Average Life, Services Revenue, Deferred Set-up Costs	11 years	12 years
Amortization of Customer Contract Costs CY Plus 1	$ 36
Amortization of Customer Contract Costs CY Plus 2	8
Amortization of Customer Contract Costs CY Plus 3	4
Amortization of Customer Contract Costs CY Plus 4	2
Amortization of Customer Contract Costs CY Plus 5	2
Amortization of Customer Contract Costs CY Plus 6 and Beyond	24
Capitalized Contract Cost, Amortization	$ 41	$ 42	$ 50

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

Dec. 31, 2020

Dec. 31, 2019

Dec. 07, 2016

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

Total Long-term Debt

$ 1,420

$ 1,464

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

598

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

804

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

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

Long-term Debt from Continuing Operations, Gross

1,528

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]

2.34%

Term Loan A due 2022 [Member]

$ 700

Term Loan B due 2023 [Member]

$ 654

664

^[1]

3.82%

Senior Notes due 2024 [Member]

$ 816

824

$ 850

^[1]

10.90%

Capital Lease Obligations [Member]

$ 34

Capital Lease Obligations

5.29%

$ 20

Principal Debt Balance

Philippine Peso U.S. Dollar [Member]

$ 1,528

$ 1,539

[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
	Dec. 31, 2020	Dec. 31, 2019	Dec. 07, 2016
Line of Credit Facility [Line Items]
Letters of Credit Outstanding, Amount	$ 7
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	$ 816	$ 824	850
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
Term Loan A due 2022 [Member]
Line of Credit Facility [Line Items]
Letter of credit sub-facility	$ 654	$ 664

Debt - Interest Income/Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Interest paid on short-term and long-term debt	$ 51	$ 69	$ 100
Interest Expense	60	78	112
Interest Income	$ 2	$ 6	$ 7

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

Dec. 31, 2020

Dec. 31, 2019

Summary of Foreign Exchange Hedging Positions [Abstract]

Indian Rupee U S Dollar Member

$ 53

$ 57

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]

Summary of Foreign Exchange Hedging Positions [Abstract]

Euro US Dollar

Designated as Hedging Instrument [Member]

$ 17

Foreign Exchange Contracts [Line Items]

Average Maturity of Foreign Exchange Hedging Contracts - within Three Months

77.00%

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

11.00%

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

3.00%

Summary of Foreign Exchange Hedging Positions [Abstract]

Foreign exchange contract [Member]

$ 180

207

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]

Foreign exchange contract [Member] | Euro US Dollar

^[1]

Summary of Foreign Exchange Hedging Positions [Abstract]

$ 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, 2020	Dec. 31, 2019
Assets:
Total	$ 2	$ 2
Liabilities:
Foreign exchange contracts - forwards	0	0
Total	0	0
Foreign exchange contracts - forwards [Member]
Assets:
Foreign exchange contracts - forwards	$ 2	$ 2

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,420	$ 1,464
Business Combination, Contingent Consideration, Liability	0	4
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,378	1,449
Business Combination, Contingent Consideration, Liability	$ 0	$ 4

Employee Benefit Plans - Defined Benefit Plans (Details) - Non-US - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation	$ 13	$ 14
Fair value of plan assets	$ 2	$ 2

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

Employee Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Defined Contribution Plan Disclosure [Line Items]
Post employment benefit plan contributions by employer	$ 6	$ 9	$ 28

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Domestic loss	$ (186)	$ (2,177)	$ (411)
Foreign income	47	71	16
Loss Before Income Taxes	$ (139)	$ (2,106)	$ (395)

Income Taxes - Income Tax Expense (Benefit), Current Deferred, by Jurisdiction (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Current Federal Tax (Benefit) Expense	$ (22)	$ (3)	$ 35
Deferred Federal Income Tax Expense	(17)	(170)	(62)
Current Foreign Tax Expense	18	47	41
Deferred Foreign Income Tax Expense (Benefit)	(4)	(8)	(6)
Current State Tax Expense	5	5	20
Deferred State Income Tax Expense	(1)	(43)	(7)
Total Provision (Benefit)	$ (21)	$ (172)	$ 21

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

U.S. federal statutory income tax rate

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

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Income Tax Disclosure [Abstract]

21.00%

Nondeductible expenses

(2.10%)

(0.20%)

(3.70%)

Change in valuation allowance for deferred tax assets

0.60%

(1.20%)

(1.70%)

State taxes, net of federal benefit

(2.10%)

1.80%

(2.30%)

Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent

5.10%

0.30%

2.20%

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

(0.90%)

(0.20%)

1.60%

Divestitures

0.00%

0.20%

^[1]

(20.30%)

^[1]

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

0.00%

^[2]

(14.10%)

0.00%

effective income tax rate reconciliation, unrecognized tax benefit

(1.20%)

(0.30%)

(1.90%)

Unrecognized tax benefits

0.00%

0.80%

(0.40%)

Effective Income Tax Rate Reconciliation, Tax Settlement, Percent

(5.30%)

0.10%

0.20%

Effective Income Tax Rate

15.10%

8.20%

(5.30%)

Income taxes paid

$ (1)

$ 46

$ 108

[1]	2018 divestitures include nondeductible goodwill allocated to divested businesses.(3)
[2]	Goodwill impairment represents adjustments for impairment of non-deductible component of goodwill.

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

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2016

Valuation Allowance [Line Items]

Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities

$ 4

^[1]

$ 1

^[1]

$ 1

Unrecognized Tax Benefits

$ 23

$ 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

$ 14

$ 10

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

(4)

^[1]

(1)

^[1]

(1)

Currency

(2)

Currency

Balance, Ending

$ 23

$ 24

$ 20

[1]	2020 and 2019 settlement resulted in $4 million and $1 million cash paid, respectively

Income Taxes - Deferred Tax Asset And Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Undistributed Earnings of Foreign Subsidiaries	$ 280
Net operating losses and capital loss carryforward	96	$ 122
Operating reserves, accruals and deferrals	57	33
Deferred compensation	7	11
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements	17	44
Operating lease liabilities	68	78
deferred tax assets, deferred tax expense, credits	42	14
Other	7	7
Subtotal	294	309
Valuation allowance	(83)	(72)
Total	211	237
Unearned income	27	53
Intangibles and goodwill	100	143
Depreciation	75	47
Deferred Tax Liabilities, Operating lease ROU assets	57	65
Other	26	23
Total	285	331
Total Deferred Taxes, Net	(74)	(94)
Valuation Allowance, Deferred Tax Asset, Change in Amount	(11)	$ (28)
Deferred Tax Assets, Tax Credit Carryforwards	42
Operating loss carryforwards	634
Deferred Tax Assets, Capital Loss Carryforwards	8
Deferred Tax, Capital Loss Carryforwards to Offset Capital Gain	11
Carryforward Indefinitely [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards, Expire	$ 189

Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2018 USD ($) claim
Gain Contingencies [Line Items]
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, 2020. 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, 2020, 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 the remaining $118 million paid in January 2020. The case has been dismissed with prejudice with a full release and discharge of the Defendants. Employees’ Retirement System of the Puerto Rico Electric Power Authority et al v. Conduent Inc. et al.: On March 8, 2019, a putative class action lawsuit alleging violations of certain federal securities laws in connection with our statements and alleged omissions regarding our financial guidance and business and operations was filed against us, our former Chief Executive Officer, and our Chief Financial Officer in the United States District Court for the District of New Jersey. The complaint seeks certification of a class of all persons who purchased or otherwise acquired our securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. We moved to dismiss the class action complaint in its entirety. In June 2020, the court denied the motion to dismiss and allowed the claims to proceed. We intend to defend the litigation vigorously. The Company maintains insurance that may cover any costs arising out of this litigation up to the insurance limits, and subject to meeting certain deductibles and to other terms and conditions thereof. 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. 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. On August 20, 2020 Conduent filed a Counterclaim against Skyview seeking the outstanding balance on the notes, the amounts owed for the Jamaica deferred closing, and other Transition Services Agreement and late rent payment obligations. Conduent denies all of the plaintiffs' 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, in excess of currently recorded reserves. 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. In its answer, Cognizant asserted two counterclaims for breach of contract seeking recovery of damages in excess of $47 million, which includes amounts alleged not paid to Cognizant under the contract and an alleged $25 million termination fee. Cognizant's second amended counterclaim increased its damages to $89 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 or loss, if any, in excess of currently recorded reserves. Other Matters: Since 2014, Xerox Education Services, Inc. ("XES") has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S. Department of Education (the "Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments. With the exception of 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 currently recorded 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: The Company has indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of its divestiture agreements. In addition, the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications. Additionally, under certain of the Company's acquisition agreements, it has provided for additional consideration to be paid to the sellers if established financial targets are achieved within specific timeframes post-closing. The Company has recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows. Other Agreements: The Company is also party to the following types of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters: •Guarantees on behalf of the Company's subsidiaries with respect to real estate leases. These lease guarantees may remain in effect 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 the Company's behalf, with the exception of claims that result from the third-party's own willful misconduct or gross negligence. •Guarantees of the Company's performance in certain services contracts to its customers and indirectly the performance of third parties with whom the Company has subcontracted for their services. This includes indemnifications to customers for losses that may be sustained as a result of the Company's performance of services at a customer's location. In each of these circumstances, payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow the Company to challenge the other party's claims. In the case of lease guarantees, the Company may contest the liabilities asserted under the lease. Further, obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments it made. Intellectual Property Indemnifications The Company does not own all of the software that it uses to run its business. Instead, the Company licenses this software from a small number of primary vendors. The Company indemnifies certain software providers against claims that may arise as a result of the Company's use or its subsidiaries', customers' or resellers' use of their software in the Company's services and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the services contract. Indemnification of Officers and Directors The Company's corporate by-laws require that, except to the extent expressly prohibited by law, the Company must indemnify its officers and directors against judgments, fines, penalties and amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with civil or criminal action or proceedings or any appeal, as it relates to their services to the Company and its subsidiaries. Although the by-laws provide no limit on the amount of indemnification, the Company may have recourse against its insurance carriers for certain payments made by the Company. However, certain indemnification payments may not be covered under the Company's directors' and officers' insurance coverage. The Company also indemnifies certain fiduciaries of its employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of the Company. Finally, in connection with the Company's acquisition of businesses, it may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws or indemnification agreements or applicable state law. Other Contingencies Certain contracts, primarily in the Company's Government 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, 2020, the Company had $610 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $98 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.
Surety Bond [Member]
Loss Contingencies [Line Items]
Damages sought, multiplier of overpayment amount		$ 610
Other contingencies letter of credits [Member]
Loss Contingencies [Line Items]
Damages sought, multiplier of overpayment amount		98
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			47
Loss on Contract Termination			$ 25
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, 2020	Dec. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Preferred stock, XRX separation shares issued (in shares)			120,000
Preferred Stock, Liquidation Preference, Value			$ 120.0
Preferred stock aggregate fair value			$ 142.0
Preferred stock, dividend rate, percentage		8.00%
Preferred stock annual dividends		$ 9.6
Convertible Preferred Stock, Shares Reserved for Future Issuance			5,393,000
Total conversion of preferred stock shares into common stock, initial conversion price per share (in dollars per share)		$ 22.25
Convertible Preferred Stock, Terms of Conversion	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, 2020 $ / 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, 2020	Dec. 31, 2019	Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, pre-tax	$ 20	$ 24	$ 38
Income tax benefit recognized in earnings	$ 3	$ 0	$ 7
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%

Shareholders' Equity - Share-based Compensation, Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Units (RSUs) [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	1,741	2,399	3,125
Granted (in shares)	7,778	2,503	1,246
Vested (in shares)	(2,816)	(2,135)	(1,501)
Cancelled (in shares)	(1,083)	(1,026)	(471)
Outstanding at December 31 (in shares)	5,620	1,741	2,399
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 13.07	$ 16.90	$ 16.29
Granted (in dollars per share)	2.25	12.57	18.82
Vested (in dollars per share)	4.99	15.54	17.30
Cancelled (in dollars per share)	6.11	15.68	16.62
Outstanding at December 31 (in dollars per share)	$ 3.49	$ 13.07	$ 16.90
Performance Shares [Member]
Awards Other Than Options, Number of Shares [Roll Forward]
Outstanding at January 1 (in shares)	3,597	4,557	5,429
Granted (in shares)	7,010	1,229	730
Vested (in shares)	(3,163)	(1,069)	(980)
Cancelled (in shares)	(1,991)	(1,120)	(622)
Outstanding at December 31 (in shares)	5,453	3,597	4,557
Awards Other Than Options, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at January 1 (in dollars per share)	$ 16.17	$ 16.76	$ 16.55
Granted (in dollars per share)	1.37	13.35	18.64
Vested (in dollars per share)	7.33	15.64	17.12
Cancelled (in dollars per share)	11.91	16.00	16.59
Outstanding at December 31 (in dollars per share)	$ 3.83	$ 16.17	$ 16.76
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	389

Shareholders' Equity - Share-based Compensation, Awards, Unrecognized Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 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	$ 13
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year 8 months 12 days
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation	$ 3
Awards Compensation Costs Remaining Weighted Average Vesting Term, (Years)	1 year 6 months

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value (Details) $ in Millions	Dec. 31, 2020 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	$ 27
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	$ 26

Shareholders' Equity - Share-based Compensation, Awards, Intrinsic Value, Cash Received and Tax Benefit (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	$ 13	$ 17	$ 20
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	3	4	4
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value	14	11	18
Cash Received	0	0	0
Tax Benefit - RSU and PS awards	2	2	4
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Intrinsic Value - Stock Options	0	0	2
Cash Received	0	0	2
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options	$ 0	$ 0	$ 0

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

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Equity [Abstract]

Currency Translation Adjustments, Before Tax

$ 8

$ 3

$ (31)

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

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

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

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

(1)

Other Comprehensive (Loss) Income, before Tax

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

$ 9

$ 18

^[1]

$ 74

^[1]

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 20 – Other Comprehensive Income (Loss) for information about pre-tax amounts.
[2]	Reclassified to Cost of services - refer to Note 13 – Financial Instruments for additional information regarding our cash flow hedges.

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

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

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

$ (407)

$ (425)

$ (494)

(5)

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

(30)

104

^[1]

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

(398)

(407)

(425)

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

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

(408)

(426)

(437)

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

(31)

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

(400)

(408)

(426)

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

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

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

(2)

(1)

(58)

(5)

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

(1)

(1)

$ (1)

$ (2)

$ (1)

[1]	All amounts are net of tax. Tax effects were immaterial. Refer to Note 20 – Other Comprehensive Income (Loss) for information about pre-tax amounts.

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

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