0001677703-21-000028 | 10-Q | XBRL Viewer

Related Party Disclosures

3 Months Ended

Mar. 31, 2021

Related Party Transactions

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. In addition, we have a receivable related to certain income tax matters with our former parent company, Xerox Corporation. Revenue and purchases from these entities were included in Revenue and Costs of services / Selling, General and administrative, respectively, on the Company's Condensed Consolidated Statements of Income (Loss).

Transactions with related parties were as follows:


	Three Months Ended March 31,
(in millions)	2021		2020
Revenue from related parties	$	5	$	6
Purchases from related parties	$	7	$	6

The Company's receivable and payable balances with related party entities were not material as of March 31, 2021 and December 31, 2020.

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Pension Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plans	$ 5	$ 1

Debt - Debt Issuances (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance lease obligations	$ 17,000,000	$ 20,000,000
Other Long-term Debt	4,000,000	4,000,000
Principal debt balance	1,493,000,000	1,528,000,000
Debt issuance costs and unamortized discounts	(16,000,000)	(18,000,000)
Less: current maturities	(89,000,000)	(90,000,000)
Total Long-term Debt	1,388,000,000	1,420,000,000
Line of Credit Facility [Line Items]
Letters of Credit Outstanding, Amount	7,000,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	750,000,000
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	750,000,000
Line of Credit Facility, Remaining Borrowing Capacity	743,000,000
Term Loan A due 2022
Debt Instrument [Line Items]
Long-term debt, gross	624,000,000	654,000,000
Term Loan B due 2023
Debt Instrument [Line Items]
Long-term debt, gross	814,000,000	816,000,000
Senior Notes due 2024
Debt Instrument [Line Items]
Long-term debt, gross	$ 34,000,000	$ 34,000,000

Earnings Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Earnings (Loss) per Share

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

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


	Three Months Ended March 31,
(in millions, except per share data in whole dollars and shares in thousands)	2021		2020
Net loss	$	(11)	$	(49)
Dividend - preferred stock	(2)		(2)
Adjusted Net Loss Available to Common Shareholders	$	(13)	$	(51)





Weighted Average Common Shares Outstanding	212,250		211,093

Net Loss per Share:
Basic	$	(0.06)	$	(0.24)
Diluted	$	(0.06)	$	(0.24)

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 the three months ended March 31, 2021 or 2020.

Supplementary Financial Information - Other Current Assets (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Supplementary Financial Information [Abstract]
Prepaid Expense and Other Assets, Current	$ 102	$ 73
Income Taxes Receivable, Current	43	48
Value Added Tax Receivable, Current	24	21
Restricted Cash, Current	10	8
Other Receivables, Net, Current	53	53
Other Assets, Miscellaneous, Current	92	95
Other current assets	$ 334	$ 306

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,028	$ 1,051
Point in time
Disaggregation of Revenue [Line Items]
Revenue	32	30
Over time
Disaggregation of Revenue [Line Items]
Revenue	996	1,021
Commercial Industries
Disaggregation of Revenue [Line Items]
Revenue	526	572
Commercial Industries \| Customer Experience Management
Disaggregation of Revenue [Line Items]
Revenue	161	168
Commercial Industries \| Business Operations Solutions
Disaggregation of Revenue [Line Items]
Revenue	142	153
Commercial Industries \| Commercial Healthcare Solutions
Disaggregation of Revenue [Line Items]
Revenue	111	113
Commercial Industries \| Human Resource Services
Disaggregation of Revenue [Line Items]
Revenue	112	138
Government services
Disaggregation of Revenue [Line Items]
Revenue	318	290
Government services \| Government Healthcare Solutions
Disaggregation of Revenue [Line Items]
Revenue	149	152
Government services \| Government Services Solutions
Disaggregation of Revenue [Line Items]
Revenue	169	138
Transportation Services
Disaggregation of Revenue [Line Items]
Revenue	184	189
Transportation Services \| Roadway Charging & Management Services
Disaggregation of Revenue [Line Items]
Revenue	83	78
Transportation Services \| Transit Solutions
Disaggregation of Revenue [Line Items]
Revenue	64	67
Transportation Services \| Curbside Management Solutions
Disaggregation of Revenue [Line Items]
Revenue	18	22
Transportation Services \| Public Safety Solutions
Disaggregation of Revenue [Line Items]
Revenue	17	20
Transportation Services \| Commercial Vehicles
Disaggregation of Revenue [Line Items]
Revenue	$ 2	$ 2

Employee Benefit Plans	3 Months Ended
Employee Benefit Plans	Mar. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit 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 participating in 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 permitted to contribute a portion of their salaries and bonuses to the plans. Historically, the Company matched a portion of 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 Company match was reinstated for all U.S. employees in November of 2020. The Company recognized an expense related to its defined contribution plans of $5 million and $1 million for the three months ended March 31, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Related Party Disclosures (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Related Party Transactions

Transactions with related parties were as follows:


	Three Months Ended March 31,
(in millions)	2021		2020
Revenue from related parties	$	5	$	6
Purchases from related parties	$	7	$	6

The Company's receivable and payable balances with related party entities were not material as of March 31, 2021 and December 31, 2020

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Long-term debt was as follows:


(in millions)	March 31, 2021		December 31, 2020
Term loan A due 2022	$	624	$	654
Term loan B due 2023	814		816

Senior notes due 2024	34		34
Finance lease obligations	17		20
Other loans	4		4
Principal debt balance	1,493		1,528
Debt issuance costs and unamortized discounts	(16)		(18)
Less: current maturities	(89)		(90)
Total Long-term Debt	$	1,388	$	1,420

As of March 31, 2021, the Company had no outstanding borrowings under its $750 million Senior Revolving Credit Facility (Revolver). However, the Company has utilized $7 million of the Revolver to issue letters of credit. The net Revolver available to be drawn upon as of March 31, 2021 was $743 million.

At March 31, 2021 and December 31, 2020, the Company was in compliance with all debt covenants related to the borrowings in the table above.

Restructuring Programs (Tables)

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring Program Activity

A summary of the Company's restructuring program activity during the three months ended March 31, 2021 and 2020 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Accrued Balance at December 31, 2020	$	3	$	3	$	—	$	6
Provision	—		8		3		11
Changes in estimates	—		1		—		1
Total Net Current Period Charges(1)	—		9		3		12
Charges against reserve and currency	(2)		(10)		(3)		(15)
Accrued Balance at March 31, 2021	$	1	$	2	$	—	$	3


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Accrued Balance at December 31, 2019	$	15	$	6	$	—	$	21
Provision	—		3		1		4
Changes in estimates	—		1		—		1
Total Net Current Period Charges(1)	—		4		1		5
Charges against reserve and currency	(8)		(5)		(1)		(14)

Accrued Balance at March 31, 2020	$	7	$	5	$	—	$	12

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 segment:


	Three Months Ended March 31,
(in millions)	2021		2020
Commercial Industries	$	—	$	2
Government Services	—		—
Transportation	—		—
Other	—		—
Unallocated Costs(1)	12		3
Total Net Restructuring Charges	$	12	$	5

Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Nonrecurring [Member] - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,388	$ 1,420
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 1,361	$ 1,378

Revenue

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue, Contract Assets and Liabilities

Revenue

Disaggregation of Revenue

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 segment. Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments.


	Three Months Ended March 31,
(in millions)	2021		2020
Commercial Industries:
Customer experience management	$	161	$	168
Business operations solutions	142		153
Commercial healthcare solutions	111		113
Human resource and learning services	112		138
Total Commercial Industries	526		572
Government Services:
Government healthcare solutions	149		152
Government services solutions	169		138
Total Government Services	318		290
Transportation:
Roadway charging & management services	83		78
Transit solutions	64		67
Curbside management solutions	18		22
Public safety solutions	17		20
Commercial vehicles	2		2
Total Transportation	184		189




Total Consolidated Revenue	$	1,028	$	1,051

Timing of Revenue Recognition:
Point in time	$	32	$	30
Over time	996		1,021
Total Revenue	$	1,028	$	1,051

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)	March 31, 2021		December 31, 2020
Contract Assets (Unearned Income)
Current contract assets	$	164	$	151
Long-term contract assets(1)	11		13
Current unearned income	(128)		(133)
Long-term unearned income(2)	(33)		(29)
Net Contract Assets (Unearned Income)	$	14	$	2
Accounts receivable, net	$	664	$	670

__________

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

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

Revenues of $58 million and $42 million were recognized during the three months ended March 31, 2021 and 2020, respectively, related to the Company's unearned income at December 31, 2020 and 2019, respectively. The Company had no material asset impairment charges related to contract assets for the three months ended March 31, 2021 or 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 March 31, 2021 was approximately $1.2 billion. The Company expects to recognize approximately 83% of this revenue over the next two years and the remainder thereafter.

- Definition

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

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+ Details

Fair Value of Financial Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

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)	March 31, 2021		December 31, 2020
Assets:
Foreign exchange contract - forward	$	2	$	2
Total Assets	$	2	$	2
Liabilities:
Foreign exchange contracts - forward	$	1	$	—
Total Liabilities	$	1	$	—

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:


	March 31, 2021				December 31, 2020
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Long-term debt	$	1,388	$	1,361	$	1,420	$	1,378

- Definition

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.

+ References + Details

Supplementary Financial Information (Tables)

3 Months Ended

Mar. 31, 2021

Supplementary Financial Information [Abstract]

Supplementary Financial Information Table

The components of Other assets and liabilities were as follows:


(in millions)	March 31, 2021		December 31, 2020
Other Current Assets
Prepaid expenses	$	102	$	73
Income taxes receivable	43		48
Value-added tax (VAT) receivable	24		21
Restricted cash	10		8
Current portion of capitalized cloud computing implementation costs, net	10		8
Net receivable from buyers of divested businesses	53		53
Other	92		95
Total Other Current Assets	$	334	$	306
Other Current Liabilities
Accrued liabilities	$	241	$	229
Litigation related accruals	65		73
Current operating lease liabilities	78		81
Restructuring liabilities	3		1
Income tax payable	16		16
Other taxes payable	17		16
Other	36		34
Total Other Current Liabilities	$	456	$	450
Other Long-term Assets
Internal use software, net	$	168	$	163
Deferred contract costs, net	74		76
Product software, net	79		72
Cloud computing implementation costs, net	31		33
Other	61		69
Total Other Long-term Assets	$	413	$	413
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)	$	24	$	24
Income tax liabilities	15		15
Unearned income	33		29
Restructuring liabilities	—		5
Other	34		35
Total Other Long-term Liabilities	$	106	$	108

Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Service Line


	Three Months Ended March 31,
(in millions)	2021		2020
Commercial Industries:
Customer experience management	$	161	$	168
Business operations solutions	142		153
Commercial healthcare solutions	111		113
Human resource and learning services	112		138
Total Commercial Industries	526		572
Government Services:
Government healthcare solutions	149		152
Government services solutions	169		138
Total Government Services	318		290
Transportation:
Roadway charging & management services	83		78
Transit solutions	64		67
Curbside management solutions	18		22
Public safety solutions	17		20
Commercial vehicles	2		2
Total Transportation	184		189




Total Consolidated Revenue	$	1,028	$	1,051

Timing of Revenue Recognition:
Point in time	$	32	$	30
Over time	996		1,021
Total Revenue	$	1,028	$	1,051

Schedule of Contract Assets, Unearned Income and Receivables from Contracts with Customers

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


(in millions)	March 31, 2021		December 31, 2020
Contract Assets (Unearned Income)
Current contract assets	$	164	$	151
Long-term contract assets(1)	11		13
Current unearned income	(128)		(133)
Long-term unearned income(2)	(33)		(29)
Net Contract Assets (Unearned Income)	$	14	$	2
Accounts receivable, net	$	664	$	670

__________

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

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

Recent Accounting Pronouncements	3 Months Ended
Recent Accounting Pronouncements	Mar. 31, 2021
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company's significant accounting policies are described in Note 1–Basis of Presentation and Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Summarized below are the accounting pronouncements adopted subsequent to December 31, 2020 that were applicable and material to the Company. New Accounting Standards Adopted Income Taxes: In December 2019, the Financial Accounting Standards Board (FASB) issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have any material impact on the Company's Condensed Consolidated Financial Statements. New Accounting Standards To Be Adopted 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 reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by 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 this guidance on its Condensed Consolidated Financial Statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Supplementary Financial Information

3 Months Ended

Mar. 31, 2021

Supplementary Financial Information [Abstract]

Supplementary Financial Information

The components of Other assets and liabilities were as follows:


(in millions)	March 31, 2021		December 31, 2020
Other Current Assets
Prepaid expenses	$	102	$	73
Income taxes receivable	43		48
Value-added tax (VAT) receivable	24		21
Restricted cash	10		8
Current portion of capitalized cloud computing implementation costs, net	10		8
Net receivable from buyers of divested businesses	53		53
Other	92		95
Total Other Current Assets	$	334	$	306
Other Current Liabilities
Accrued liabilities	$	241	$	229
Litigation related accruals	65		73
Current operating lease liabilities	78		81
Restructuring liabilities	3		1
Income tax payable	16		16
Other taxes payable	17		16
Other	36		34
Total Other Current Liabilities	$	456	$	450
Other Long-term Assets
Internal use software, net	$	168	$	163
Deferred contract costs, net	74		76
Product software, net	79		72
Cloud computing implementation costs, net	31		33
Other	61		69
Total Other Long-term Assets	$	413	$	413
Other Long-term Liabilities
Deferred payroll tax related to the CARES Act(1)	$	24	$	24
Income tax liabilities	15		15
Unearned income	33		29
Restructuring liabilities	—		5
Other	34		35
Total Other Long-term Liabilities	$	106	$	108

__________

(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.

Supplementary Financial Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Accrued Payroll Taxes	$ 24	$ 24
Accrued Income Taxes, Noncurrent	15	15
Contract with Customer, Liability, Noncurrent	33	29
Restructuring Reserve, Noncurrent	0	5
Other Sundry Liabilities, Noncurrent	34	35
Other long-term liabilities	106	108
capitalized cloud computing cost, current		8	$ 10
capitalized cloud computing cost, non-current	$ 31	$ 33

Revenue - Contract Balances (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Contract Assets (Unearned Income)
Current contract assets	$ 164		$ 151
Long-term contract assets	11		13
Current unearned income	(128)		(133)
Long-term unearned income	(33)		(29)
Net Contract Assets (Unearned Income)	14		2
Accounts receivable, net	664		$ 670
Revenue recognized	$ 58	$ 42

Condensed Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues
Revenues	$ 1,028	$ 1,051
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)	787	832
Selling, general and administrative (excluding depreciation and amortization)	126	116
Research and development (excluding depreciation and amortization)	0	1
Depreciation and amortization	95	117
Restructuring and related costs	13	7
Interest expense	13	17
Loss on divestitures and transaction costs	2	4
Litigation costs	1	6
Other (income) expenses, net	0	2
Total Operating Costs and Expenses	1,037	1,102
Income (Loss) before Income Taxes	(9)	(51)
Income tax expense (benefit)	2	(2)
Net (Loss) Income	$ (11)	$ (49)
Earnings Per Share, Basic	$ (0.06)	$ (0.24)
Earnings Per Share, Diluted	$ (0.06)	$ (0.24)

Revenue - Remaining Performance Obligation (Details) $ in Billions	Mar. 31, 2021 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 1.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	83.00%
Remaining performance obligation, expected timing of satisfaction	2 years

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended March 31,
(in millions, except per share data in whole dollars and shares in thousands)	2021		2020
Net loss	$	(11)	$	(49)
Dividend - preferred stock	(2)		(2)
Adjusted Net Loss Available to Common Shareholders	$	(13)	$	(51)





Weighted Average Common Shares Outstanding	212,250		211,093

Net Loss per Share:
Basic	$	(0.06)	$	(0.24)
Diluted	$	(0.06)	$	(0.24)

Earnings per Share - Basic Earnings per share reconciliation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Income (Loss) from Continuing Operations, Per Basic Share	$ (0.06)	$ (0.24)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	$ (11)	$ (49)
Preferred Stock Dividends and Other Adjustments	(2)	(2)
Adjusted Net Income Available to Common Shareholders, Common	$ (13)	$ (51)

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

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- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

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+ Details

Supplementary Financial Information - Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Other Accrued Liabilities, Current	$ 241	$ 229
Estimated Litigation Liability, Current	65	73
Operating Lease, Liability, Current	78	81
Restructuring Reserve, Current	3	1
Accrued Income Taxes, Current	16	16
Accrual for Taxes Other than Income Taxes, Current	17	16
Other Sundry Liabilities, Current	36	34
Other current liabilities	$ 456	$ 450

Preferred Stock	3 Months Ended
Preferred Stock	Mar. 31, 2021
Temporary Equity Disclosure [Abstract]
Preferred Stock	Preferred Stock Series A Preferred Stock In December 2016, 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 convertible preferred stock earns quarterly cash dividends at a rate of 8% per year ($9.6 million per year). Each share of convertible preferred stock is convertible at any time, at the option of the holder, into 44.9438 shares of common stock for a total of 5,393,000 shares (reflecting an initial conversion price of approximately $22.25 per share of common stock), subject to customary anti-dilution adjustments.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ (11)	$ (49)
Adjustments required to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization	95	117
Deferred Sales Inducement Cost, Amortization Expense	0	1
Deferred income taxes	(1)	(9)
(Gain) loss from investments	0	(1)
Amortization of debt financing costs	2	2
Loss on divestitures and sales of fixed assets, net	1	0
Stock-based compensation	3	4
Accounts receivable	2	(42)
Other current and long-term assets	(58)	(42)
Accounts payable and accrued compensation and benefits costs	(39)	(51)
Restructuring liabilities	1	(7)
Other current and long-term liabilities	(1)	(131)
Net change in income tax assets and liabilities	4	16
Net Cash Provided by (Used in) Operating Activities	(2)	(192)
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment	(14)	(11)
Cost of additions to internal use software	(16)	(13)
Proceeds from divestitures	1	1
Net Cash Provided by (Used in) Investing Activities	(29)	(23)
Cash Flows from Financing Activities:
Proceeds from Issuance of Long-term Debt	0	150
Payments on revolving credit facility	(23)	(15)
Taxes paid for settlement of stock-based compensation	0	(3)
Dividends paid on preferred stock	(2)	(2)
Net cash provided by (used in) financing activities	(25)	130
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3)	(7)
Increase (decrease) in cash, cash equivalents and restricted cash	(59)	(92)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	458	505
Cash, Cash Equivalents and restricted Cash at End of period	$ 399	$ 413

Restructuring Programs (Details) - USD ($) $ in Millions	3 Months Ended
Restructuring Programs (Details) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Restructuring Cost and Reserve [Line Items]
Strategic transformation costs	$ 1	$ 2
Restructuring Reserve [Roll Forward]
Balance at beginning of period	6	21
Restructuring Charges	11	4
Reversals of prior accruals	1	1
Restructuring, Net Current Period Charges	12	5
Restructuring payments against reserve and currency	(15)	(14)
Balance at end of period	3	12
Unallocated costs
Restructuring Reserve [Roll Forward]
Restructuring, Net Current Period Charges	12	3
Commercial Industries \| Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring, Net Current Period Charges	0	2
Government services \| Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring, Net Current Period Charges	0	0
Transportation Services \| Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring, Net Current Period Charges	0	0
Other \| Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring, Net Current Period Charges	0	0
Severance and Related Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of period	3	15
Restructuring Charges	0	0
Reversals of prior accruals	0	0
Restructuring, Net Current Period Charges	0	0
Restructuring payments against reserve and currency	(2)	(8)
Balance at end of period	1	7
Lease Cancellation and Other Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of period	3	6
Restructuring Charges	8	3
Reversals of prior accruals	1	1
Restructuring, Net Current Period Charges	9	4
Restructuring payments against reserve and currency	(10)	(5)
Balance at end of period	2	5
Facility Closing
Restructuring Reserve [Roll Forward]
Balance at beginning of period	0	0
Restructuring Charges	3	1
Reversals of prior accruals	0	0
Restructuring, Net Current Period Charges	3	1
Restructuring payments against reserve and currency	(3)	(1)
Balance at end of period	0	0
Data Center Consolidation [Member] \| Lease Cancellation and Other Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges	$ 7	$ 2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net (Loss) Income	$ (11)	$ (49)
Other Comprehensive Income (Loss), Net:
Currency translation adjustments, net	(11)	(28)
Unrecognized gains (losses), net	(1)	(3)
Changes in Benefit Plans, after Tax	0	1
Other Comprehensive Income (Loss), Net	(12)	(30)
Comprehensive Loss, Net
Comprehensive Loss, Net	$ (23)	$ (79)

- Definition

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

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+ Details

- Definition

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

+ References

+ Details

Cover Page - $ / shares	3 Months Ended
Cover Page - $ / shares	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Entity File Number	001-37817
Entity Registrant Name	CONDUENT INC
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	100 Campus Drive,
Entity Address, Address Line Two	Suite 200,
Entity Address, City or Town	Florham Park,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
Entity Tax Identification Number	81-2983623
Entity Shell Company	false
Entity Current Reporting Status	Yes
City Area Code	844
Local Phone Number	663-2638
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		212,388,620
Common Stock, Par or Stated Value Per Share	$ 0.01
Document Transition Report	false
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Security Exchange Name	NASDAQ
Trading Symbol	CNDT
Entity Central Index Key	0001677703
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Quarterly Report	true
Title of 12(b) Security	Common Stock, $0.01 par value

Preferred Stock (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares
Temporary Equity [Line Items]
Preferred Stock, Shares Issued \| shares	120,000
Preferred Stock, Liquidation Preference, Value \| $	$ 120.0
Preferred Stock, Value, Issued \| $	$ 142.0
Preferred Stock, Dividend Rate, Percentage	8.00%
Preferred stock annual dividends \| $	$ 9.6
Total shares available for issuance (in shares) \| shares	5,393,000
Preferred Stock Initial Conversion Price per Share \| $ / shares	$ 22.25
Common Stock [Member]
Temporary Equity [Line Items]
Shares issued upon conversion (in shares) \| shares	44.9438

Restructuring Programs

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring Programs

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 $7 million and $2 million for the three months ended March 31, 2021 and 2020, respectively. Management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where 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 three months ended March 31, 2021 and 2020 is as follows:


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Accrued Balance at December 31, 2020	$	3	$	3	$	—	$	6
Provision	—		8		3		11
Changes in estimates	—		1		—		1
Total Net Current Period Charges(1)	—		9		3		12
Charges against reserve and currency	(2)		(10)		(3)		(15)
Accrued Balance at March 31, 2021	$	1	$	2	$	—	$	3


(in millions)	Severance and Related Costs		Termination and Other Costs		Asset Impairments		Total
Accrued Balance at December 31, 2019	$	15	$	6	$	—	$	21
Provision	—		3		1		4
Changes in estimates	—		1		—		1
Total Net Current Period Charges(1)	—		4		1		5
Charges against reserve and currency	(8)		(5)		(1)		(14)

Accrued Balance at March 31, 2020	$	7	$	5	$	—	$	12

__________

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

In addition, the Company recorded professional support costs associated with the implementation of certain strategic transformation programs of $1 million and $2 million for the three months ended March 31, 2021 and 2020, respectively.

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


	Three Months Ended March 31,
(in millions)	2021		2020
Commercial Industries	$	—	$	2
Government Services	—		—
Transportation	—		—
Other	—		—
Unallocated Costs(1)	12		3
Total Net Restructuring Charges	$	12	$	5

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt was as follows:


(in millions)	March 31, 2021		December 31, 2020
Term loan A due 2022	$	624	$	654
Term loan B due 2023	814		816

Senior notes due 2024	34		34
Finance lease obligations	17		20
Other loans	4		4
Principal debt balance	1,493		1,528
Debt issuance costs and unamortized discounts	(16)		(18)
Less: current maturities	(89)		(90)
Total Long-term Debt	$	1,388	$	1,420

- Definition

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

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+ Details

Fair Value of Financial Assets and Liabilities

3 Months Ended

Mar. 31, 2021

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.

Unless noted herein, the Company's valuation methodologies for assets and liabilities measured at fair value are described in Note 14 – Fair Value of Financial Assets and Liabilities to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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)	March 31, 2021		December 31, 2020
Assets:
Foreign exchange contract - forward	$	2	$	2
Total Assets	$	2	$	2
Liabilities:
Foreign exchange contracts - forward	$	1	$	—
Total Liabilities	$	1	$	—

Summary of Other Financial Assets and Liabilities

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


	March 31, 2021				December 31, 2020
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Long-term debt	$	1,388	$	1,361	$	1,420	$	1,378

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

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

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	$ (11)	$ (49)
Preferred Stock Dividends and Other Adjustments	(2)	(2)
Adjusted Net Income Available to Common Shareholders, Common	$ (13)	$ (51)
Weighted Average Number of Shares Outstanding, Diluted	212,250	211,093
Income (Loss) from Continuing Operations, Per Basic Share	$ (0.06)	$ (0.24)
Income (Loss) from Continuing Operations, Per Diluted Share	$ (0.06)	$ (0.24)

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

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- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

+ Details

Recent Accounting Pronouncements (Policies)	3 Months Ended
Recent Accounting Pronouncements (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
New Accounting Standards Adopted and to Be Adopted	New Accounting Standards Adopted Income Taxes: In December 2019, the Financial Accounting Standards Board (FASB) issued final guidance that simplified the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (ASC) 740, Income Taxes. This final guidance was effective for fiscal years beginning January 1, 2021. The Company adopted the final income taxes guidance as of January 1, 2021. The adoption did not have any material impact on the Company's Condensed Consolidated Financial Statements. New Accounting Standards To Be Adopted 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 reference rate reform. This guidance provides optional practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by 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 this guidance on its Condensed Consolidated Financial Statements.

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Litigation	Contingencies and LitigationAs 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 March 31, 2021. 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 Company's condensed consolidated financial position or liquidity. As of March 31, 2021, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company 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 (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 (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; 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 Corporation: On April 12, 2017, Conduent Business Service LLC (CBS) 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 CBS and Cognizant, as amended and supplemented (Contract). The Contract contains certain minimum purchase obligations by CBS 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 CBS under CBS’s contract with the New York Department of Health to provide Medicaid Management Information Systems. In the lawsuit, CBS seeks damages in excess of $150 million. During the first quarter of 2018, CBS provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. CBS 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 Cognizant's damages to $89 million. CBS 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 (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. 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 March 31, 2021, the Company had $610 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $95 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 Revolver) to allow it to respond to future requests for proposals that require such credit support.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventOn May 1, 2021, the Company redeemed all the outstanding $34 million 10.50% Senior Notes due 2024.

Condensed Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Assets, Current [Abstract]
Cash and cash equivalents	$ 389	$ 450
Accounts Receivable, after Allowance for Credit Loss, Current	664	670
Contract with Customer, Asset, Net, Current	164	151
Other current assets	334	306
Total current assets	1,551	1,577
Assets
Land, buildings and equipment, net	281	305
Operating Lease, Right-of-Use Asset	245	246
Intangible assets, net	147	187
Goodwill	1,513	1,528
Other long-term assets	413	413
Total Assets	4,150	4,256
Liabilities, Current [Abstract]
Current portion of long-term debt	89	90
Accounts payable	167	182
Accrued compensation and benefits costs	205	237
Unearned income	128	133
Other current liabilities	456	450
Total current liabilities	1,045	1,092
Long-term debt	1,388	1,420
Deferred Income Tax Liabilities, Net	96	97
Operating Lease, Liability, Noncurrent	205	207
Other long-term liabilities	106	108
Total Liabilities	2,840	2,924
Contingencies (See Note 11)
Series A Convertible Preferred Stock	142	142
Common Stock	2	2
Additional paid-in-capital	3,902	3,899
Retained earnings	(2,326)	(2,313)
Accumulated other comprehensive loss	(410)	(398)
Total Equity	1,168	1,190
Total Liabilities and Equity	$ 4,150	$ 4,256
Shares of common stock outstanding (in shares)	212,389	212,074
Shares of series A convertible preferred stock outstanding (in shares)	120	120

Supplementary Financial Information - Other Long-Term Assets (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Capitalized Computer Software, Net	$ 168	$ 163
Deferred Costs, Noncurrent	74	76
Product Software, Net	79	72
Other Assets, Miscellaneous, Noncurrent	61	69
Other long-term assets	$ 413	$ 413

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]
Balance at period start at Dec. 31, 2019		$ 2	$ 3,890	$ (2,185)	$ (407)	$ 1,300
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends, Preferred Stock				(2)		(2)
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised			1			1
Net income (loss)	$ (49)			(49)		(49)
Other Comprehensive Income (Loss), Net of Tax	(30)				(30)	(30)
Comprehensive Loss, Net	(79)			(49)	(30)	(79)
Balance at period end at Mar. 31, 2020		2	3,891	(2,236)	(437)	1,220
Balance at period start at Dec. 31, 2020	1,190	2	3,899	(2,313)	(398)	1,190
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends, Preferred Stock				(2)		(2)
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised			3			3
Net income (loss)	(11)			(11)		(11)
Other Comprehensive Income (Loss), Net of Tax	(12)				(12)	(12)
Comprehensive Loss, Net	(23)			(11)	(12)	(23)
Balance at period end at Mar. 31, 2021	$ 1,168	$ 2	$ 3,902	$ (2,326)	$ (410)	$ 1,168

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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.

+ References + Details

Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward]
Balance at beginning of period	$ (398)	$ (407)
Other Comprehensive Income (Loss), Net of Tax	(12)	(30)
Balance at end of period	(410)	(437)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward]
Balance at beginning of period	(400)	(408)
Other Comprehensive Income (Loss), Net of Tax	(11)	(28)
Balance at end of period	(411)	(436)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward]
Balance at beginning of period	3	3
Other Comprehensive Income (Loss), Net of Tax	(1)	(3)
Balance at end of period	2	0
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward]
Balance at beginning of period	(1)	(2)
Other Comprehensive Income (Loss), Net of Tax	0	1
Balance at end of period	$ (1)	$ (1)

- Definition

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.

+ References + Details

- Definition

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

+ References

+ Details

Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting [Abstract]
Income (Loss) before Income Taxes	$ (9)	$ (51)
Reconciling items:
Amortization of Intangible Assets	40	60
Restructuring and related costs	13	7
Interest expense	13	17
Loss on divestitures and transaction costs	2	4
Litigation costs	1	6
Other (income) expenses, net	0	2
Segment Pre-tax Income (Loss)	60	45
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	55	58
California Medicaid Management Information System (MMIS)	0	(7)
Segment Adjusted EBITDA	$ 115	$ 96

Earnings per Share - Diluted Earnings per share reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Income (Loss) from Continuing Operations, Per Diluted Share	$ (0.06)	$ (0.24)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	$ (11)	$ (49)
Preferred Stock Dividends and Other Adjustments	(2)	(2)
Adjusted Net Income Available to Common Shareholders, Common	$ (13)	$ (51)
Weighted Average Number of Shares Outstanding, Diluted	212,250	211,093

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

Segment Reporting

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

The Company's reportable segments correspond to how we organize and manage the business, as defined by the Company's Chief Executive Officer, who is also the Company's 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.

The Company's financial performance is based on Segment Profit/(Loss) and Segment Adjusted Earnings Before Income Taxes, Depreciation and Amortization (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 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 the Company's reportable segments was as follows:


	Three Months Ended March 31,
(in millions)	Commercial Industries		Government Services		Transportation		Other		Unallocated Costs		Total
2021
Revenue	$	526	$	318	$	184	$	—	$	—	$	1,028
Segment profit (loss)	$	35	$	87	$	21	$	—	$	(83)	$	60
Segment depreciation and amortization	$	27	$	5	$	9	$	—	$	14	$	55
Adjusted EBITDA	$	62	$	92	$	30	$	—	$	(69)	$	115

2020
Revenue	$	572	$	290	$	189	$	—	$	—	$	1,051
Segment profit (loss)	$	42	$	70	$	10	$	4	$	(81)	$	45
Segment depreciation and amortization	$	28	$	7	$	9	$	—	$	14	$	58
Adjusted EBITDA	$	70	$	77	$	19	$	(3)	$	(67)	$	96


(in millions)	Three Months Ended March 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)		2021		2020
Loss Before Income Taxes		$	(9)	$	(51)
Reconciling items:
Amortization of acquired intangible assets		40		60
Restructuring and related costs		13		7
Interest expense		13		17

Loss on divestitures and transaction costs		2		4
Litigation costs		1		6
Other (income) expenses, net		—		2
Segment Pre-tax Income (Loss)		$	60	$	45
Segment depreciation and amortization (including contract inducements)		$	55	$	58
CA MMIS charge (credit)		—		(7)

Adjusted EBITDA		$	115	$	96

Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments.

- Definition

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

+ References

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Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]
Preferred Stock, Dividend Rate, Per-Dollar-Amount	$ 20	$ 20

Financial Instruments	3 Months Ended
Financial Instruments	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Financial Instruments	Financial Instruments The Company is a global company that is exposed to foreign currency exchange rate fluctuations in the normal course of its business. As a part of the Company's foreign exchange risk management strategy, the Company uses derivative instruments, primarily forward contracts, to hedge the funding of foreign entities which have a non-dollar functional currency, thereby reducing volatility of earnings or protecting fair values of assets and liabilities. At March 31, 2021 and December 31, 2020, the Company had outstanding forward exchange contracts with gross notional values of $234 million and $180 million, respectively. At March 31, 2021, approximately 82% of these contracts mature within three months, 7% in three to six months, 8% in six to twelve months and 3% in greater than twelve months. Most of these foreign currency derivative contracts are designated as cash flow hedges and did not have a material impact on the Company's balance sheet, income statement or cash flows for the periods presented. Refer to Note 8 – Fair Value of Financial Assets and Liabilities for additional information regarding the fair value of the Company's foreign exchange forward contracts.

Basis of Presentation	3 Months Ended
Basis of Presentation	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation 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 unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The year-end Condensed Consolidated Balance Sheet was derived from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Certain reclassifications have been made to prior year information to conform to current year presentation. Intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for a fair statement of the financial position, results of operations and cash flows have been made. These adjustments consist of normal recurring items. The interim results of operations are not necessarily indicative of the results of the full year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to fair values of financial instruments, goodwill and intangible assets, income taxes and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. As of March 31, 2021, the impact of the COVID-19 pandemic and the mitigating impact of the rollout of a vaccine for it continue to unfold. As a result, many of the Company's 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, the Company's estimates may change materially in the future. .

Related Party Disclosures (Details) - USD ($) $ in Millions	3 Months Ended
Related Party Disclosures (Details) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Related Party Transactions [Abstract]
Revenue from related parties	$ 5	$ 6
Purchases from related parties	$ 7	$ 6

Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 1,028	$ 1,051
Segment Pre-tax Income (Loss)	60	45
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	55	58
Segment Adjusted EBITDA	115	96
Unallocated costs
Segment Reporting Information [Line Items]
Revenues	0	0
Segment Pre-tax Income (Loss)	(83)	(81)
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	14	14
Segment Adjusted EBITDA	(69)	(67)
Commercial Industries \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	526	572
Segment Pre-tax Income (Loss)	35	42
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	27	28
Segment Adjusted EBITDA	62	70
Government services \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	318	290
Segment Pre-tax Income (Loss)	87	70
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	5	7
Segment Adjusted EBITDA	92	77
Transportation Services \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	184	189
Segment Pre-tax Income (Loss)	21	10
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	9	9
Segment Adjusted EBITDA	30	19
Education \| Other \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	0	0
Segment Pre-tax Income (Loss)	0	4
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets	0	0
Segment Adjusted EBITDA	$ 0	$ (3)

Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2018 USD ($) claim	Mar. 31, 2021 USD ($)
Surety Bond
Loss Contingencies [Line Items]
Maximum exposure, undiscounted			$ 610
Letters of Credit Issued to Secured Contractual Obligations
Loss Contingencies [Line Items]
Maximum exposure, undiscounted			$ 95
Conduent Business Services, LLC v. Cognizant Business Service, LLC \| Pending Litigation
Loss Contingencies [Line Items]
Loss contingency, damages sought		$ 47
Gain contingency, damages sought		$ 150
Number of counterclaims for breach of contract \| claim		2
Loss contingency, damages sought, termination fees		$ 25
Loss contingency, additional damages sought	$ 89
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC [Member] \| Pending Litigation
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 23

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Restricted Cash [Abstract]
Restricted Cash	$ 10	$ 18

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of reportable segments

Selected financial information for the Company's reportable segments was as follows:


	Three Months Ended March 31,
(in millions)	Commercial Industries		Government Services		Transportation		Other		Unallocated Costs		Total
2021
Revenue	$	526	$	318	$	184	$	—	$	—	$	1,028
Segment profit (loss)	$	35	$	87	$	21	$	—	$	(83)	$	60
Segment depreciation and amortization	$	27	$	5	$	9	$	—	$	14	$	55
Adjusted EBITDA	$	62	$	92	$	30	$	—	$	(69)	$	115

2020
Revenue	$	572	$	290	$	189	$	—	$	—	$	1,051
Segment profit (loss)	$	42	$	70	$	10	$	4	$	(81)	$	45
Segment depreciation and amortization	$	28	$	7	$	9	$	—	$	14	$	58
Adjusted EBITDA	$	70	$	77	$	19	$	(3)	$	(67)	$	96

Reconciliation to pre-tax income (loss)


(in millions)	Three Months Ended March 31,
Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss)		2021		2020
Loss Before Income Taxes		$	(9)	$	(51)
Reconciling items:
Amortization of acquired intangible assets		40		60
Restructuring and related costs		13		7
Interest expense		13		17

Loss on divestitures and transaction costs		2		4
Litigation costs		1		6
Other (income) expenses, net		—		2
Segment Pre-tax Income (Loss)		$	60	$	45
Segment depreciation and amortization (including contract inducements)		$	55	$	58
CA MMIS charge (credit)		—		(7)

Adjusted EBITDA		$	115	$	96

Goodwill

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure

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, 2020	$	837	$	623	$	68	$	1,528
Foreign currency translation	(7)		(3)		(5)		(15)
Balance at March 31, 2021	$	830	$	620	$	63	$	1,513

Gross goodwill	$	2,383	$	1,374	$	643	$	4,400
Accumulated impairment	(1,553)		(754)		(580)		(2,887)
Balance at March 31, 2021	$	830	$	620	$	63	$	1,513

In the first quarter of 2021, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of a reporting unit below its carrying value. After evaluating and weighing all relevant events and circumstances, we concluded that it is not more likely than not that the fair values of any of our reporting units were less than their carrying values. Consequently, we determined that it was not necessary to perform an interim impairment test for any of our reporting units.

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.

Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
Goodwill (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill	$ 1,513	$ 1,528
Goodwill, Foreign Currency Translation Gain (Loss)	(15)
Goodwill, Gross	4,400
Goodwill, Impaired, Accumulated Impairment Loss	(2,887)
Transportation Services
Goodwill [Line Items]
Goodwill	63	68
Goodwill, Foreign Currency Translation Gain (Loss)	(5)
Goodwill, Gross	643
Goodwill, Impaired, Accumulated Impairment Loss	(580)
Commercial Industries
Goodwill [Line Items]
Goodwill	830	837
Goodwill, Foreign Currency Translation Gain (Loss)	(7)
Goodwill, Gross	2,383
Goodwill, Impaired, Accumulated Impairment Loss	(1,553)
Government services
Goodwill [Line Items]
Goodwill	620	$ 623
Goodwill, Foreign Currency Translation Gain (Loss)	(3)
Goodwill, Gross	1,374
Goodwill, Impaired, Accumulated Impairment Loss	$ (754)

Subsequent Events (Details) - Senior Notes due 2024 - USD ($) $ in Millions	May 01, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Long-term debt, gross		$ 34	$ 34
Subsequent Event
Subsequent Event [Line Items]
Long-term debt, gross	$ 34
Debt, Weighted Average Interest Rate	10.50%

Financial Instruments - Foreign Exchange Risk Management (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Notional Amount	$ 234	$ 180
Average Maturity of Foreign Exchange Hedging Contracts - within Three Months	82.00%
Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months	7.00%
Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months	8.00%
Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months	3.00%

Fair Value of Financial Assets and Liabilities - Recurring (Details) - Significant Other Observable Inputs (Level 2) [Member] - Fair Value, Recurring [Member] - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Assets:
Total Assets	$ 2	$ 2
Liabilities:
Total Liabilities	1	0
Foreign Exchange Forward [Member]
Assets:
Foreign exchange contracts	2	2
Liabilities:
Foreign derivative contracts	$ 1	$ 0

Accumulated Other Comprehensive Loss (AOCL)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

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, 2020	$	(400)	$	3	$	(1)	$	(398)
Other comprehensive income (loss)	(11)		(1)		—		(12)


Balance at March 31, 2021	$	(411)	$	2	$	(1)	$	(410)


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2019	$	(408)	$	3	$	(2)	$	(407)
Other comprehensive income (loss)	(28)		(3)		1		(30)


Balance at March 31, 2020	$	(436)	$	—	$	(1)	$	(437)

__________

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

Accumulated Other Comprehensive Loss (AOCL) (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

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


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2020	$	(400)	$	3	$	(1)	$	(398)
Other comprehensive income (loss)	(11)		(1)		—		(12)


Balance at March 31, 2021	$	(411)	$	2	$	(1)	$	(410)


(in millions)	Currency Translation Adjustments		Gains (Losses) on Cash Flow Hedges		Defined Benefit Pension Items		Total
Balance at December 31, 2019	$	(408)	$	3	$	(2)	$	(407)
Other comprehensive income (loss)	(28)		(3)		1		(30)


Balance at March 31, 2020	$	(436)	$	—	$	(1)	$	(437)

__________

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

Goodwill (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill


(in millions)	Commercial Industries		Government Services		Transportation		Total
Balance at December 31, 2020	$	837	$	623	$	68	$	1,528
Foreign currency translation	(7)		(3)		(5)		(15)
Balance at March 31, 2021	$	830	$	620	$	63	$	1,513

Gross goodwill	$	2,383	$	1,374	$	643	$	4,400
Accumulated impairment	(1,553)		(754)		(580)		(2,887)
Balance at March 31, 2021	$	830	$	620	$	63	$	1,513