Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37817 | |
Entity Registrant Name | CONDUENT INC | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 81-2983623 | |
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 | |
City Area Code | 844 | |
Local Phone Number | 663-2638 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | CNDT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 218,443,105 | |
Entity Central Index Key | 0001677703 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Revenue | $ 922 | $ 967 |
Operating Costs and Expenses | ||
Cost of services (excluding depreciation and amortization) | 720 | 755 |
Selling, general and administrative (excluding depreciation and amortization) | 111 | 102 |
Research and development (excluding depreciation and amortization) | 2 | 1 |
Depreciation and amortization | 61 | 61 |
Restructuring and related costs | 29 | 9 |
Interest expense | 27 | 19 |
(Gain) loss on divestitures and transaction costs, net | 2 | (163) |
Litigation settlements (recoveries), net | (21) | (28) |
Other (income) expenses, net | (1) | 1 |
Total Operating Costs and Expenses | 930 | 757 |
Income (Loss) Before Income Taxes | (8) | 210 |
Income tax expense (benefit) | (2) | 74 |
Net Income (Loss) | $ (6) | $ 136 |
Net Income (Loss) per Share: | ||
Basic (in USD per share) | $ (0.04) | $ 0.62 |
Diluted (in USD per share) | $ (0.04) | $ 0.61 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ (6) | $ 136 | |
Other Comprehensive Income (Loss), Net: | |||
Currency translation adjustments, net | [1] | 17 | (5) |
Unrecognized gains (losses), net | [1] | 1 | (1) |
Other Comprehensive Income (Loss), Net | [1] | 18 | (6) |
Comprehensive Income (Loss), Net | $ 12 | $ 130 | |
[1]All amounts are net of tax. Tax effects were immaterial. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 526 | $ 582 |
Accounts receivable, net | 590 | 630 |
Contract assets | 163 | 171 |
Other current assets | 277 | 242 |
Total current assets | 1,556 | 1,625 |
Land, buildings and equipment, net | 259 | 266 |
Operating lease right-of-use assets | 192 | 197 |
Intangible assets, net | 37 | 39 |
Goodwill | 965 | 955 |
Other long-term assets | 494 | 489 |
Total Assets | 3,503 | 3,571 |
Liabilities, Current [Abstract] | ||
Current portion of long-term debt | 38 | 35 |
Accounts payable | 176 | 228 |
Accrued compensation and benefits costs | 174 | 197 |
Unearned income | 79 | 81 |
Other current liabilities | 375 | 382 |
Total current liabilities | 842 | 923 |
Long-term debt | 1,277 | 1,277 |
Deferred taxes | 85 | 83 |
Operating lease liabilities | 158 | 160 |
Other long-term liabilities | 70 | 69 |
Total Liabilities | 2,432 | 2,512 |
Contingencies (See Note 12) | ||
Series A convertible preferred stock | 142 | 142 |
Common stock | 2 | 2 |
Additional paid-in capital | 3,926 | 3,924 |
Retained earnings (deficit) | (2,551) | (2,543) |
Accumulated other comprehensive loss | (448) | (466) |
Total Equity | 929 | 917 |
Total Liabilities and Equity | $ 3,503 | $ 3,571 |
Shares of common stock issued (in shares) | 218,443,000 | 218,348,000 |
Shares of common stock outstanding (in shares) | 218,443,000 | 218,348,000 |
Shares of series A convertible preferred stock issued (in shares) | 120,000 | 120,000 |
Shares of series A convertible preferred stock outstanding (in shares) | 120,000 | 120,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (6) | $ 136 | |
Adjustments required to reconcile net income (loss) to cash flows from operating activities: | |||
Depreciation and amortization | 61 | 61 | |
Contract inducement amortization | 1 | 0 | |
Deferred income taxes | (8) | 31 | |
Amortization of debt financing costs | 1 | 1 | |
(Gain) loss on divestitures and sales of fixed assets, net | 0 | (164) | |
Stock-based compensation | 2 | 2 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 42 | 27 | |
Other current and long-term assets | (33) | (69) | |
Accounts payable and accrued compensation and benefits costs | (65) | (33) | |
Other current and long-term liabilities | (9) | (17) | |
Net change in income tax assets and liabilities | 2 | 36 | |
Net cash provided by (used in) operating activities | (12) | 11 | |
Cash Flows from Investing Activities: | |||
Cost of additions to land, buildings and equipment | (11) | (34) | |
Cost of additions to internal use software | (11) | (16) | |
Proceeds from divestitures | 0 | 323 | |
Net cash provided by (used in) investing activities | (22) | 273 | |
Cash Flows from Financing Activities: | |||
Payments on revolving credit facility | 0 | (100) | |
Payments on debt | (10) | (8) | |
Taxes paid for settlement of stock-based compensation | (7) | 0 | |
Dividends paid on preferred stock | (2) | (2) | |
Net cash provided by (used in) financing activities | (19) | (110) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2 | (1) | |
Increase (decrease) in cash, cash equivalents and restricted cash | (51) | 173 | |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 598 | 420 | |
Cash, Cash Equivalents and restricted Cash at End of period | [1] | $ 547 | $ 593 |
[1]Includes $21 million and $5 million of restricted cash as of March 31, 2023 and 2022, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Mar. 31, 2022 |
Restricted Cash [Abstract] | ||
Restricted Cash | $ 21 | $ 5 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Total | Shareholders' Equity | |
Balance at period start at Dec. 31, 2021 | $ 2 | $ 3,910 | $ (2,351) | $ (429) | $ 1,132 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends - preferred stock | (2) | (2) | |||||
Stock incentive plans, net | 2 | 2 | |||||
Net income (loss) | $ 136 | 136 | 136 | ||||
Other comprehensive income (loss), net | (6) | [1] | (6) | (6) | |||
Comprehensive Income (Loss), Net | 130 | 136 | (6) | 130 | |||
Balance at period end at Mar. 31, 2022 | 2 | 3,912 | (2,217) | (435) | 1,262 | ||
Balance at period start at Dec. 31, 2022 | 917 | 2 | 3,924 | (2,543) | (466) | 917 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends - preferred stock | (2) | (2) | |||||
Stock incentive plans, net | 2 | 2 | |||||
Net income (loss) | (6) | (6) | (6) | ||||
Other comprehensive income (loss), net | 18 | [1] | 18 | 18 | |||
Comprehensive Income (Loss), Net | 12 | (6) | 18 | 12 | |||
Balance at period end at Mar. 31, 2023 | $ 929 | $ 2 | $ 3,926 | $ (2,551) | $ (448) | $ 929 | |
[1]All amounts are net of tax. Tax effects were immaterial. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock, dividend rate (in dollars per share) | $ 20 | $ 20 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 Conduent Incorporated is a New York corporation, organized in 2016. As a global technology-led business process solutions company, Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating exceptional outcomes for its clients and the millions of people who count on them. Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. 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 Securities and Exchange Commission (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, 2022. 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, 2022. In the first quarter of 2023, the Company identified an error and recorded an out-of-period adjustment to correct the recognition of revenue on a Government segment contract that originated in 2020 and impacted all quarterly periods through December 31, 2022. This adjustment resulted in a reduction to revenue and income (loss) before income taxes of $7 million and a corresponding decrease to accounts receivable of $1 million and an increase to other current liabilities of $6 million in the first quarter of 2023. The Company evaluated the impact of the out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated financial statements and the adjustment is not expected to be material to the year ending December 31, 2023. The Company has evaluated subsequent events through May 3, 2023, and no material subsequent events were identified. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. New Accounting Standards Adopted The Company has not adopted any new accounting standards in 2023 that had a material impact on its Consolidated Financial Statements. New Accounting Standards To Be Adopted The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on its Consolidated Financial Statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 (in millions) 2023 2022 Commercial: Customer experience management $ 177 $ 161 Business operations solutions 135 151 Healthcare claims and administration solutions 90 90 Human capital solutions 106 110 Total Commercial 508 512 Government: Government healthcare solutions 143 145 Government services solutions 121 141 Total Government 264 286 Transportation: Road usage charging & management solutions 75 76 Transit solutions 40 49 Curbside management solutions 19 19 Public safety solutions 14 16 Commercial vehicles 2 2 Total Transportation 150 162 Divestitures — 7 Total Consolidated Revenue $ 922 $ 967 Timing of Revenue Recognition: Point in time $ 27 $ 19 Over time 895 948 Total Revenue $ 922 $ 967 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, 2023 December 31, 2022 Contract Assets (Unearned Income) Current contract assets $ 163 $ 171 Long-term contract assets (1) 14 12 Current unearned income (79) (81) Long-term unearned income (2) (40) (42) Net Contract Assets $ 58 $ 60 Accounts receivable, net $ 590 $ 630 __________ (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 $29 million were recognized during the three months ended March 31, 2023 related to the Company's unearned income at December 31, 2022. Revenues of $35 million were recognized during the three months ended March 31, 2022 related to the Company's unearned income at December 31, 2021. The Company had no material asset impairment charges related to contract assets for the three months ended March 31, 2023 or 2022. Transaction Price Allocated to the Remaining Performance Obligations |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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 the Company's Chief Operating Decision Maker (CODM). 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) for its three reportable segments (Commercial, Government and Transportation), Divestitures and Unallocated Costs. The Company's CODM does not evaluate operating segments using discrete asset information. Commercial: The Commercial segment provides business process services and customized solutions to clients in a variety of industries. Across the Commercial 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: The Government segment provides government-centric business process services to U.S. federal, state and local and foreign governments for public assistance, health services, 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, support, and revenue-generating solutions, to government transportation agency clients. The Company delivers mission-critical public safety, mobility and digital payment solutions that streamline operations, have a positive impact on the environment and increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers. Divestitures includes the Company's Midas Suite of patient safety, quality and advanced analytics solutions which it sold to a third party in the first quarter of 2022. 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 (in millions) Commercial Government Transportation Divestitures Unallocated Costs Total 2023 Revenue $ 508 $ 264 $ 150 $ — $ — $ 922 Segment profit (loss) $ 35 $ 73 $ (8) $ — $ (70) $ 30 2022 Revenue $ 512 $ 286 $ 162 $ 7 $ — $ 967 Segment profit (loss) $ 28 $ 75 $ 8 $ 2 $ (59) $ 54 (in millions) Three Months Ended Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2023 2022 Income (Loss) Before Income Taxes $ (8) $ 210 Reconciling items: Amortization of acquired intangible assets 2 6 Restructuring and related costs 29 9 Interest expense 27 19 (Gain) loss on divestitures and transaction costs, net 2 (163) Litigation settlements (recoveries), net (21) (28) Other (income) expenses, net (1) 1 Segment Profit (Loss) $ 30 $ 54 Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments. |
Divestiture
Divestiture | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | DivestitureOn February 8, 2022, the Company completed the sale of its Midas business to Symplr Software, Inc. The Company received $322 million of cash consideration for this divestiture ($321 million in the first quarter of 2022 and $1 million in the second quarter of 2022). The divestiture generated a pre-tax gain of $166 million ($165 million in the first quarter of 2022 and $1 million in the second quarter of 2022), which is included in (Gain) loss on divestitures and transaction costs, net. The Company recorded approximately $62 million of income taxes in connection with the divestiture. The revenue generated by this business was $7 million for the three months ended March 31, 2022. |
Restructuring Programs and Rela
Restructuring Programs and Related Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Programs and Related Costs | Restructuring Programs and Related Costs The Company engages in a series of restructuring programs related to exiting certain activities, downsizing its employee base, 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 has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset (ROU) 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 $2 million and $4 million for the three months ended March 31, 2023 and 2022, 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 the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable. Asset impairment costs related to the reduction of the Company's real estate footprint include impairment of operating lease ROU assets and associated leasehold improvements. A summary of the Company's restructuring program activity during the three months ended March 31, 2023 and 2022 is as follows: (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2022 $ 10 $ — $ — $ 10 Provision 20 7 2 29 Changes in estimates — — — — Total Net Current Period Charges (1) 20 7 2 29 Charges against reserve and currency (8) (3) (2) (13) Accrued Balance at March 31, 2023 $ 22 $ 4 $ — $ 26 (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2021 $ 5 $ 1 $ — $ 6 Provision 1 4 4 9 Changes in estimates (1) — — (1) Total Net Current Period Charges (1) — 4 4 8 Charges against reserve and currency (4) (4) (4) (12) Accrued Balance at March 31, 2022 $ 1 $ 1 $ — $ 2 __________ (1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown. In addition, during the three months ended March 31, 2023, the Company also incurred $4 million of professional support costs associated with bringing certain technology functions in-house. 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 (in millions) 2023 2022 Commercial $ 20 $ — Government — — Transportation — — Divestitures — — Unallocated Costs (1) 9 8 Total Net Restructuring Charges $ 29 $ 8 __________ (1) Represents costs related to the consolidation of the Company's data centers, operating lease ROU assets impairment, termination and other costs not allocated to the segments. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt was as follows: (in millions) March 31, 2023 December 31, 2022 Term loan A due 2026 $ 249 $ 252 Term loan B due 2028 509 510 Senior notes due 2029 520 520 Revolving credit facility maturing 2026 — — Finance lease obligations 28 20 Other 31 33 Principal debt balance 1,337 1,335 Debt issuance costs and unamortized discounts (22) (23) Less: current maturities (38) (35) Total Long-term Debt $ 1,277 $ 1,277 As of March 31, 2023, the Company had no outstanding borrowings under its Revolver. However, the Company utilized $2 million of the Revolver to issue letters of credit as of March 31, 2023. The net Revolver available to be drawn upon as of March 31, 2023 was $548 million. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022, the Company had outstanding forward exchange contracts with gross notional values of $99 million and $104 million, respectively. At March 31, 2023, approximately 59% of these contracts mature within three months, 17% in three to six months, 18% in six to twelve months and 6% 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 9 – Fair Value of Financial Assets and Liabilities for additional information regarding the fair value of the Company's foreign exchange forward contracts. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 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) March 31, 2023 December 31, 2022 Assets: Foreign exchange contract - forward $ 1 $ — Total Assets $ 1 $ — 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, 2023 December 31, 2022 (in millions) Carrying Fair Carrying Fair Liabilities: Long-term debt $ 1,277 $ 1,162 $ 1,277 $ 1,155 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 using quoted market prices for identical or similar instruments (Level 2 inputs). |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2023 | |
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., India and the Philippines. 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. The Company, at its discretion, matches a portion of employee contributions. The Company recognized an expense related to its defined contribution plans of $3 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. The balance sheet and income statement impacts of any remaining defined benefit plans are immaterial for all periods presented in these Condensed Consolidated Financial Statements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (AOCL) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss (AOCL) | Accumulated Other Comprehensive Loss (AOCL) Below are the balances and changes in AOCL (1) : (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2022 $ (472) $ 1 $ 5 $ (466) Other comprehensive income (loss) 17 1 — 18 Balance at March 31, 2023 $ (455) $ 2 $ 5 $ (448) (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2021 $ (431) $ 2 $ — $ (429) Other comprehensive income (loss) (5) (1) — (6) Balance at March 31, 2022 $ (436) $ 1 $ — $ (435) __________ (1) All amounts are net of tax. Tax effects were immaterial. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023. 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 more than 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 Consolidated Financial position or liquidity. As of March 31, 2023, 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 the Company's financial guidance and business and operations was filed against the Company, its former Chief Executive Officer, and its former Chief Financial Officer in the United States District Court for the District of New Jersey (the Court). The complaint seeks certification of a class of all persons who purchased or otherwise acquired the Company's securities from February 21, 2018 through November 6, 2018, and also seeks unspecified monetary damages, costs, and attorneys’ fees. The Company 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. The Court granted Class Certification on February 28, 2022. Upon the substantial completion of document discovery, the parties agreed to engage in mediation, and the Court administratively terminated the litigation to permit those efforts to proceed. Without any admission of liability or damages, in the third quarter of 2022, the parties settled this matter following that mediation, and filed the necessary documentation for preliminary approval by the court, class notice, and the claims administration process. The Court granted preliminary approval of the settlement terms and related documentation on January 27, 2023, with a final Settlement Hearing scheduled for May 24, 2023. The Court's order notes that it "will likely be able to approve the proposed Settlement as fair, reasonable and adequate under Federal Rule of Civil Procedure 23(e)(2)." As a result, during the fourth quarter of 2022, the Company reversed the reserve pertaining to this matter. The Company maintains insurance that covers the costs arising out of this litigation and resulting settlement having met the deductible and other terms and conditions thereof. Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC: On February 3, 2020, plaintiffs Skyview LLC (Skyview) 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 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 also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. This matter has been proceeding through fact and expert discovery. Conduent denies all of the plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims and will continue to defend the litigation vigorously. 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, 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. The parties participated in a mediation in late February 2023, and this matter settled, following negotiations that continued thereafter. The parties executed the Settlement Agreement and Mutual Release on March 30, 2023, with no admission of liability or wrongdoing by either party. In April 2023, each side made reciprocal payments of $6 million to the other, with Conduent’s payment made toward the termination fee payable under the applicable service delivery contract. As a result of the settlement, during the first quarter of 2023, the Company adjusted the balance sheet amounts recorded pertaining to this matter. As such, the Company recognized a $17 million benefit in Cost of services (excluding depreciation and amortization) and a $26 million benefit in Litigation settlements (recoveries), net. Other Matters During the first quarter of 2022, the Company entered into settlement agreements with six of its insurers under its 2012–2013 errors and omission insurance policy in which the Company agreed to resolve its claims for insurance coverage in connection with the previously disclosed State of Texas matter that settled in February 2019, as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. As a result of the settlement agreements entered with the insurers, in the three months ended March 31, 2022, the Company received an aggregate sum of $38 million, of which $14 million was recognized as defense costs recovery in Selling, general and administrative and $24 million was recognized in Litigation settlements (recoveries), net. Since 2014, Conduent Education Services, LLC, formerly Xerox Education Services LLC (CES), has cooperated with several federal and state agencies regarding a variety of matters, including CES' 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 one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S. Department of Justice. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which CES serviced third-party student loans, or another party will not ultimately commence a legal action against CES in which fines, penalties or other liabilities are sought from CES. 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 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, 2023, the Company had $631 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $91 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 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 to allow it to respond to future requests for proposals that require such credit support. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) 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 (in millions, except per share data in whole dollars and shares in thousands) 2023 2022 Basic Net Earnings (Loss) per Share: Net Income (Loss) $ (6) $ 136 Dividend - Preferred Stock (2) (2) Adjusted Net Income (Loss) Available to Common Shareholders - Basic $ (8) $ 134 Diluted Net Earnings (Loss) per Share: Net Income (Loss) $ (6) $ 136 Dividend - Preferred Stock (2) — Adjusted Net Income (Loss) Available to Common Shareholders - Diluted $ (8) $ 136 Weighted Average Common Shares Outstanding - Basic 218,410 215,503 Common Shares Issuable With Respect To: Restricted Stock And Performance Units / Shares — 2,994 8% Convertible Preferred Stock — 5,393 Weighted Average Common Shares Outstanding - Diluted 218,410 223,890 Net Earnings (Loss) per Share: Basic $ (0.04) $ 0.62 Diluted $ (0.04) $ 0.61 The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands): Restricted stock and performance shares/units 5,574 2,698 Convertible preferred stock 5,393 — Total Anti-Dilutive and Contingently Issuable Securities 10,967 2,698 |
Supplementary Financial Informa
Supplementary Financial Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplementary Financial Information [Abstract] | |
Supplementary Financial Information | Supplementary Financial Information The components of Other assets and Other liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Other Current Assets Prepaid expenses $ 101 $ 88 Income taxes receivable 40 41 Value-added tax (VAT) receivable 11 10 Restricted cash 21 16 Current portion of capitalized cloud computing implementation costs, net 4 5 Other 100 82 Total Other Current Assets $ 277 $ 242 Other Current Liabilities Accrued liabilities $ 190 $ 211 Litigation related accruals 21 37 Current operating lease liabilities 55 57 Restructuring liabilities 26 10 Income tax payable 2 2 Other taxes payable 15 16 Accrued interest 14 6 Other 52 43 Total Other Current Liabilities $ 375 $ 382 Other Long-term Assets Internal use software, net $ 188 $ 189 Deferred contract costs, net 80 82 Product software, net 104 110 Cloud computing implementation costs, net 3 4 Deferred tax assets 30 20 Other 89 84 Total Other Long-term Assets $ 494 $ 489 Other Long-term Liabilities Income tax liabilities 8 7 Unearned income 40 42 Other 22 20 Total Other Long-term Liabilities $ 70 $ 69 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn 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 Condensed Consolidated Statements of Income (Loss). Transactions with related parties were as follows: Three Months Ended (in millions) 2023 2022 Revenue from related parties $ 2 $ 3 Purchases from related parties $ 6 $ 5 The Company's receivable and payable balances with related party entities were not material as of March 31, 2023 and December 31, 2022. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Standards Adopted and to Be Adopted | New Accounting Standards Adopted The Company has not adopted any new accounting standards in 2023 that had a material impact on its Consolidated Financial Statements. New Accounting Standards To Be Adopted The Company has considered all recent accounting standards issued, but not yet effective, and does not expect any to have a material impact on its Consolidated Financial Statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Major Service Line | 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 (in millions) 2023 2022 Commercial: Customer experience management $ 177 $ 161 Business operations solutions 135 151 Healthcare claims and administration solutions 90 90 Human capital solutions 106 110 Total Commercial 508 512 Government: Government healthcare solutions 143 145 Government services solutions 121 141 Total Government 264 286 Transportation: Road usage charging & management solutions 75 76 Transit solutions 40 49 Curbside management solutions 19 19 Public safety solutions 14 16 Commercial vehicles 2 2 Total Transportation 150 162 Divestitures — 7 Total Consolidated Revenue $ 922 $ 967 Timing of Revenue Recognition: Point in time $ 27 $ 19 Over time 895 948 Total Revenue $ 922 $ 967 |
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, 2023 December 31, 2022 Contract Assets (Unearned Income) Current contract assets $ 163 $ 171 Long-term contract assets (1) 14 12 Current unearned income (79) (81) Long-term unearned income (2) (40) (42) Net Contract Assets $ 58 $ 60 Accounts receivable, net $ 590 $ 630 __________ (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. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Selected financial information for the Company's reportable segments was as follows: Three Months Ended (in millions) Commercial Government Transportation Divestitures Unallocated Costs Total 2023 Revenue $ 508 $ 264 $ 150 $ — $ — $ 922 Segment profit (loss) $ 35 $ 73 $ (8) $ — $ (70) $ 30 2022 Revenue $ 512 $ 286 $ 162 $ 7 $ — $ 967 Segment profit (loss) $ 28 $ 75 $ 8 $ 2 $ (59) $ 54 |
Reconciliation to pre-tax income (loss) | (in millions) Three Months Ended Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2023 2022 Income (Loss) Before Income Taxes $ (8) $ 210 Reconciling items: Amortization of acquired intangible assets 2 6 Restructuring and related costs 29 9 Interest expense 27 19 (Gain) loss on divestitures and transaction costs, net 2 (163) Litigation settlements (recoveries), net (21) (28) Other (income) expenses, net (1) 1 Segment Profit (Loss) $ 30 $ 54 |
Restructuring Programs and Re_2
Restructuring Programs and Related Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | A summary of the Company's restructuring program activity during the three months ended March 31, 2023 and 2022 is as follows: (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2022 $ 10 $ — $ — $ 10 Provision 20 7 2 29 Changes in estimates — — — — Total Net Current Period Charges (1) 20 7 2 29 Charges against reserve and currency (8) (3) (2) (13) Accrued Balance at March 31, 2023 $ 22 $ 4 $ — $ 26 (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2021 $ 5 $ 1 $ — $ 6 Provision 1 4 4 9 Changes in estimates (1) — — (1) Total Net Current Period Charges (1) — 4 4 8 Charges against reserve and currency (4) (4) (4) (12) Accrued Balance at March 31, 2022 $ 1 $ 1 $ — $ 2 |
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 (in millions) 2023 2022 Commercial $ 20 $ — Government — — Transportation — — Divestitures — — Unallocated Costs (1) 9 8 Total Net Restructuring Charges $ 29 $ 8 __________ (1) Represents costs related to the consolidation of the Company's data centers, operating lease ROU assets impairment, termination and other costs not allocated to the segments. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt was as follows: (in millions) March 31, 2023 December 31, 2022 Term loan A due 2026 $ 249 $ 252 Term loan B due 2028 509 510 Senior notes due 2029 520 520 Revolving credit facility maturing 2026 — — Finance lease obligations 28 20 Other 31 33 Principal debt balance 1,337 1,335 Debt issuance costs and unamortized discounts (22) (23) Less: current maturities (38) (35) Total Long-term Debt $ 1,277 $ 1,277 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Assets: Foreign exchange contract - forward $ 1 $ — Total Assets $ 1 $ — 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, 2023 December 31, 2022 (in millions) Carrying Fair Carrying Fair Liabilities: Long-term debt $ 1,277 $ 1,162 $ 1,277 $ 1,155 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (AOCL) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ (472) $ 1 $ 5 $ (466) Other comprehensive income (loss) 17 1 — 18 Balance at March 31, 2023 $ (455) $ 2 $ 5 $ (448) (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2021 $ (431) $ 2 $ — $ (429) Other comprehensive income (loss) (5) (1) — (6) Balance at March 31, 2022 $ (436) $ 1 $ — $ (435) __________ (1) All amounts are net of tax. Tax effects were immaterial. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (in millions, except per share data in whole dollars and shares in thousands) 2023 2022 Basic Net Earnings (Loss) per Share: Net Income (Loss) $ (6) $ 136 Dividend - Preferred Stock (2) (2) Adjusted Net Income (Loss) Available to Common Shareholders - Basic $ (8) $ 134 Diluted Net Earnings (Loss) per Share: Net Income (Loss) $ (6) $ 136 Dividend - Preferred Stock (2) — Adjusted Net Income (Loss) Available to Common Shareholders - Diluted $ (8) $ 136 Weighted Average Common Shares Outstanding - Basic 218,410 215,503 Common Shares Issuable With Respect To: Restricted Stock And Performance Units / Shares — 2,994 8% Convertible Preferred Stock — 5,393 Weighted Average Common Shares Outstanding - Diluted 218,410 223,890 Net Earnings (Loss) per Share: Basic $ (0.04) $ 0.62 Diluted $ (0.04) $ 0.61 The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands): Restricted stock and performance shares/units 5,574 2,698 Convertible preferred stock 5,393 — Total Anti-Dilutive and Contingently Issuable Securities 10,967 2,698 |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplementary Financial Information [Abstract] | |
Supplementary Financial Information Table | The components of Other assets and Other liabilities were as follows: (in millions) March 31, 2023 December 31, 2022 Other Current Assets Prepaid expenses $ 101 $ 88 Income taxes receivable 40 41 Value-added tax (VAT) receivable 11 10 Restricted cash 21 16 Current portion of capitalized cloud computing implementation costs, net 4 5 Other 100 82 Total Other Current Assets $ 277 $ 242 Other Current Liabilities Accrued liabilities $ 190 $ 211 Litigation related accruals 21 37 Current operating lease liabilities 55 57 Restructuring liabilities 26 10 Income tax payable 2 2 Other taxes payable 15 16 Accrued interest 14 6 Other 52 43 Total Other Current Liabilities $ 375 $ 382 Other Long-term Assets Internal use software, net $ 188 $ 189 Deferred contract costs, net 80 82 Product software, net 104 110 Cloud computing implementation costs, net 3 4 Deferred tax assets 30 20 Other 89 84 Total Other Long-term Assets $ 494 $ 489 Other Long-term Liabilities Income tax liabilities 8 7 Unearned income 40 42 Other 22 20 Total Other Long-term Liabilities $ 70 $ 69 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Transactions with related parties were as follows: Three Months Ended (in millions) 2023 2022 Revenue from related parties $ 2 $ 3 Purchases from related parties $ 6 $ 5 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | $ (922) | $ (967) | |
Income (Loss) Before Income Taxes | 8 | $ (210) | |
Accounts receivable, net | (590) | $ (630) | |
Other current liabilities | 375 | $ 382 | |
Revision of Prior Period, Error Correction, Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 7 | ||
Income (Loss) Before Income Taxes | 7 | ||
Accounts receivable, net | 1 | ||
Other current liabilities | $ 6 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 922 | $ 967 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 27 | 19 |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 895 | 948 |
Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 508 | 512 |
Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 264 | 286 |
Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 150 | 162 |
Other | Divestitures | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 7 |
Customer experience management | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 177 | 161 |
Business operations solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 135 | 151 |
Healthcare claims and administration solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 90 | 90 |
Human capital solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 106 | 110 |
Government healthcare solutions | Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 143 | 145 |
Government services solutions | Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 121 | 141 |
Road usage charging & management solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 75 | 76 |
Transit solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 40 | 49 |
Curbside management solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 19 | 19 |
Public safety solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14 | 16 |
Commercial vehicles | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2 | $ 2 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract Assets (Unearned Income) | |||
Current contract assets | $ 163 | $ 171 | |
Long-term contract assets | 14 | 12 | |
Current unearned income | (79) | (81) | |
Long-term unearned income | (40) | (42) | |
Net Contract Assets | 58 | 60 | |
Accounts receivable, net | 590 | $ 630 | |
Revenue recognized related to unearned income | $ 29 | $ 35 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,100 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 75% |
Remaining performance obligation, expected timing of satisfaction | 2 years |
Segment Reporting - Segment Rev
Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 922 | $ 967 |
Segment profit (loss) | 30 | 54 |
Unallocated Costs | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Segment profit (loss) | (70) | (59) |
Commercial: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 508 | 512 |
Segment profit (loss) | 35 | 28 |
Government: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 264 | 286 |
Segment profit (loss) | 73 | 75 |
Transportation: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 150 | 162 |
Segment profit (loss) | (8) | 8 |
Divestitures | Divestitures | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 7 |
Segment profit (loss) | $ 0 | $ 2 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Income (Loss) Before Income Taxes | $ (8) | $ 210 |
Reconciling items: | ||
Amortization of acquired intangible assets | 2 | 6 |
Restructuring and related costs | 29 | 9 |
Interest expense | 27 | 19 |
(Gain) loss on divestitures and transaction costs, net | 2 | (163) |
Litigation settlements (recoveries), net | (21) | (28) |
Other (income) expenses, net | (1) | 1 |
Segment Profit (Loss) | $ 30 | $ 54 |
Divestiture (Details)
Divestiture (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 08, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Pre-tax gain on divestiture | $ 1,000,000 | $ 165,000,000 | $ 166,000,000 | ||
Income taxes in connection with divestiture | $ 62,000,000 | ||||
Revenue | $ 922,000,000 | 967,000,000 | |||
Midas Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration for divestiture | $ 1,000,000 | 321,000,000 | $ 322,000,000 | ||
Midas Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ 7,000,000 |
Restructuring Programs and Re_3
Restructuring Programs and Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 10 | $ 6 |
Provision | 29 | 9 |
Changes in estimates | 0 | (1) |
Total Net Current Period Charges | 29 | 8 |
Charges against reserve and currency | (13) | (12) |
Balance at end of period | 26 | 2 |
Professional and Contract Services Expense | 4 | |
Unallocated Costs | ||
Restructuring Reserve [Roll Forward] | ||
Total Net Current Period Charges | 9 | 8 |
Commercial: | Operating Segments | ||
Restructuring Reserve [Roll Forward] | ||
Total Net Current Period Charges | 20 | 0 |
Government: | Operating Segments | ||
Restructuring Reserve [Roll Forward] | ||
Total Net Current Period Charges | 0 | 0 |
Transportation: | Operating Segments | ||
Restructuring Reserve [Roll Forward] | ||
Total Net Current Period Charges | 0 | 0 |
Divestitures | Operating Segments | ||
Restructuring Reserve [Roll Forward] | ||
Total Net Current Period Charges | 0 | 0 |
Severance and Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 10 | 5 |
Provision | 20 | 1 |
Changes in estimates | 0 | (1) |
Total Net Current Period Charges | 20 | 0 |
Charges against reserve and currency | (8) | (4) |
Balance at end of period | 22 | 1 |
Termination and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | 1 |
Provision | 7 | 4 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 7 | 4 |
Charges against reserve and currency | (3) | (4) |
Balance at end of period | 4 | 1 |
Asset Impairments | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | 0 |
Provision | 2 | 4 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 2 | 4 |
Charges against reserve and currency | (2) | (4) |
Balance at end of period | 0 | 0 |
Data Center Consolidation | Termination and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Provision | $ 2 | $ 4 |
Debt - Debt Issuances (Details)
Debt - Debt Issuances (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 28 | $ 20 |
Other | 31 | 33 |
Principal debt balance | 1,337 | 1,335 |
Debt issuance costs and unamortized discounts | (22) | (23) |
Less: current maturities | (38) | (35) |
Total Long-term Debt | 1,277 | 1,277 |
Line of Credit Facility [Line Items] | ||
Letter of credit outstanding | 2 | |
Term loan A due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 249 | 252 |
Term loan B due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 509 | 510 |
Senior notes due 2029 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 520 | 520 |
Revolving credit facility maturing 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | $ 0 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Remaining borrowing capacity | $ 548 |
Financial Instruments - Foreign
Financial Instruments - Foreign Exchange Risk Management (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Outstanding forward exchange contracts gross notional value | $ 99 | $ 104 |
Percentage of forward exchange contract maturing within three months | 59% | |
Percentage of forward exchange contract maturing within six months | 17% | |
Percentage of forward exchange contract maturing within twelve months | 18% | |
Percentage of forward exchange contract maturing in more than twelve months | 6% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Recurring (Details) - Significant Other Observable Inputs (Level 2) - Fair Value, Recurring - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total Assets | $ 1 | $ 0 |
Liabilities: | ||
Total Liabilities | 0 | 1 |
Foreign exchange contract - forward | ||
Assets: | ||
Foreign exchange contract - forward | 1 | 0 |
Liabilities: | ||
Foreign exchange contracts - forward | $ 0 | $ 1 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Nonrecurring - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,277 | $ 1,277 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,162 | $ 1,155 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Pension Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plans | $ 3 | $ 5 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | |||
Balance at beginning of period | $ (466) | ||
Other comprehensive income (loss), net | [1] | 18 | $ (6) |
Balance at end of period | (448) | ||
Currency Translation Adjustments | |||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | |||
Balance at beginning of period | (472) | (431) | |
Other comprehensive income (loss), net | 17 | (5) | |
Balance at end of period | (455) | (436) | |
Gains (Losses) on Cash Flow Hedges | |||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | |||
Balance at beginning of period | 1 | 2 | |
Other comprehensive income (loss), net | 1 | (1) | |
Balance at end of period | 2 | 1 | |
Defined Benefit Pension Items | |||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | |||
Balance at beginning of period | 5 | 0 | |
Other comprehensive income (loss), net | 0 | 0 | |
Balance at end of period | 5 | 0 | |
Total | |||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | |||
Balance at beginning of period | (466) | (429) | |
Other comprehensive income (loss), net | 18 | (6) | |
Balance at end of period | $ (448) | $ (435) | |
[1]All amounts are net of tax. Tax effects were immaterial. |
Contingencies and Litigation -
Contingencies and Litigation - Litigation Against the Company (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 03, 2020 USD ($) | Apr. 12, 2017 USD ($) claim | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||
Insurance recoveries | $ 38 | ||||
Surety Bond | |||||
Loss Contingencies [Line Items] | |||||
Maximum exposure, undiscounted | $ 631 | ||||
Letters of Credit Issued to Secured Contractual Obligations | |||||
Loss Contingencies [Line Items] | |||||
Maximum exposure, undiscounted | 91 | ||||
Cost of Goods and Services Sold | |||||
Loss Contingencies [Line Items] | |||||
litigation reserves | 17 | ||||
Litigation Settlement, Expense | |||||
Loss Contingencies [Line Items] | |||||
Insurance recoveries | 24 | ||||
litigation reserves | $ 26 | ||||
Selling, General and Administrative Expenses | |||||
Loss Contingencies [Line Items] | |||||
Insurance recoveries | $ 14 | ||||
Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
reciprocal litigation payments | $ 6 | ||||
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 23 | ||||
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 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Shares of series A convertible preferred stock issued (in shares) | 120,000 | 120,000 | 120,000 |
Preferred stock, aggregated liquidation preference | $ 120 | ||
Preferred stock, initial fair value | $ 142 | ||
Preferred stock, quarterly cash dividend rate | 8% | ||
Preferred stock annual dividends | $ 9.6 | ||
Total shares available for issuance (in shares) | 5,393,000 | ||
Initial conversion price per share (in dollar USD per share) | $ 22.25 | ||
Common Stock | |||
Temporary Equity [Line Items] | |||
Shares issued upon conversion (in shares) | 44.9438 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net Income (Loss) | $ (6) | $ 136 |
Dividend - Preferred Stock | (2) | (2) |
Adjusted Net Income (Loss) Available to Common Shareholders - Basic | (8) | 134 |
Dividend - Preferred Stock | (2) | 0 |
Adjusted Net Income (Loss) Available to Common Shareholders - Diluted | $ (8) | $ 136 |
Weighted Average Number of Shares Outstanding - Basic (in shares) | 218,410 | 215,503 |
8% Convertible preferred Stock (in shares) | 0 | 5,393 |
Weighted Average Number of Shares Outstanding - Diluted (in shares) | 218,410 | 223,890 |
Net Earnings (Loss) per Share, Basic (in USD per share) | $ (0.04) | $ 0.62 |
Net Earnings (Loss) per Share, Diluted (in USD per share) | $ (0.04) | $ 0.61 |
Anti-Dilutive and Contingently Issuable Securities (in shares) | 10,967 | 2,698 |
Restricted stock and performance shares/units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-Dilutive and Contingently Issuable Securities (in shares) | 5,574 | 2,698 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-Dilutive and Contingently Issuable Securities (in shares) | 5,393 | 0 |
Restricted stock and performance shares/units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted Stock And Performance Units / Shares (in shares) | 0 | 2,994 |
Supplementary Financial Infor_3
Supplementary Financial Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Supplementary Financial Information [Abstract] | ||
Prepaid expenses | $ 101 | $ 88 |
Income taxes receivable | 40 | 41 |
Value-added tax (VAT) receivable | 11 | 10 |
Restricted cash | 21 | 16 |
Current portion of capitalized cloud computing implementation costs, net | 4 | 5 |
Other | 100 | 82 |
Total Other Current Assets | 277 | 242 |
Accrued liabilities | 190 | 211 |
Litigation related accruals | 21 | 37 |
Current operating lease liabilities | 55 | 57 |
Restructuring liabilities | 26 | 10 |
Income tax payable | 2 | 2 |
Other taxes payable | 15 | 16 |
Accrued interest | 14 | 6 |
Other | 52 | 43 |
Total Other Current Liabilities | 375 | 382 |
Internal use software, net | 188 | 189 |
Deferred contract costs, net | 80 | 82 |
Product software, net | 104 | 110 |
Cloud computing implementation costs, net | 3 | 4 |
Deferred tax assets | 30 | 20 |
Other | 89 | 84 |
Total Other Long-term Assets | 494 | 489 |
Income tax liabilities | 8 | 7 |
Unearned income | 40 | 42 |
Other | 22 | 20 |
Total Other Long-term Liabilities | $ 70 | $ 69 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Revenue from related parties | $ 2 | $ 3 |
Purchases from related parties | $ 6 | $ 5 |