Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.01 par value | |
Trading Symbol | CNDT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 204,583,488 | |
Entity Central Index Key | 0001677703 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Revenue | $ 921 | $ 922 |
Operating Costs and Expenses | ||
Cost of services (excluding depreciation and amortization) | 735 | 720 |
Selling, general and administrative (excluding depreciation and amortization) | 116 | 111 |
Research and development (excluding depreciation and amortization) | 2 | 2 |
Depreciation and amortization | 62 | 61 |
Restructuring and related costs | 9 | 29 |
Interest expense | 27 | 27 |
(Gain) loss on divestitures and transaction costs, net | (161) | 2 |
Litigation settlements (recoveries), net | 4 | (21) |
Loss on extinguishment of debt | 2 | 0 |
Other (income) expenses, net | (2) | (1) |
Total Operating Costs and Expenses | 794 | 930 |
Income (Loss) Before Income Taxes | 127 | (8) |
Income tax expense (benefit) | 28 | (2) |
Net Income (Loss) | $ 99 | $ (6) |
Net Income (Loss) per Share: | ||
Basic (in USD per share) | $ 0.46 | $ (0.04) |
Diluted (in USD per share) | $ 0.46 | $ (0.04) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ 99 | $ (6) | |
Other Comprehensive Income (Loss), Net: | |||
Currency translation adjustments, net | [1] | (11) | 17 |
Unrecognized gains (losses), net | [1] | 0 | 1 |
Other Comprehensive Income (Loss), Net | [1] | (11) | 18 |
Comprehensive Income (Loss), Net | $ 88 | $ 12 | |
[1] All amounts are net of tax. Tax effects were immaterial. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 415 | $ 498 |
Accounts receivable, net | 600 | 559 |
Assets held for sale | 192 | 180 |
Contract assets | 166 | 178 |
Other current assets | 216 | 240 |
Total current assets | 1,589 | 1,655 |
Land, buildings and equipment, net | 186 | 197 |
Operating lease right-of-use assets | 188 | 191 |
Intangible assets, net | 31 | 32 |
Goodwill | 643 | 651 |
Other long-term assets | 421 | 436 |
Total Assets | 3,058 | 3,162 |
Liabilities, Current [Abstract] | ||
Current portion of long-term debt | 33 | 34 |
Accounts payable | 167 | 174 |
Accrued compensation and benefits costs | 175 | 183 |
Unearned income | 94 | 91 |
Liabilities held for sale | 56 | 58 |
Other current liabilities | 324 | 328 |
Total current liabilities | 849 | 868 |
Long-term debt | 1,083 | 1,248 |
Deferred taxes | 43 | 30 |
Operating lease liabilities | 155 | 157 |
Other long-term liabilities | 81 | 84 |
Total Liabilities | 2,211 | 2,387 |
Contingencies | ||
Series A convertible preferred stock | 142 | 142 |
Common stock | 2 | 2 |
Treasury stock, at cost | (44) | (27) |
Additional paid-in capital | 3,941 | 3,938 |
Retained earnings (deficit) | (2,752) | (2,849) |
Accumulated other comprehensive loss | (446) | (435) |
Total Conduent Inc. Equity | 701 | 629 |
Noncontrolling Interest | 4 | 4 |
Total Equity | 705 | 633 |
Total Liabilities and Equity | $ 3,058 | $ 3,162 |
Shares of common stock issued (in shares) | 206,685,000 | 211,509,000 |
Shares of common stock outstanding (in shares) | 206,685,000 | 211,509,000 |
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 |
Shares of common stock held in treasury | 13,665,000 | 8,841,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 99 | $ (6) | |
Adjustments required to reconcile net income (loss) to cash flows from operating activities: | |||
Depreciation and amortization | 62 | 61 | |
Contract inducement amortization | 1 | 1 | |
Deferred income taxes | 13 | (8) | |
Amortization of debt financing costs | 1 | 1 | |
Loss on extinguishment of debt | 2 | 0 | |
(Gain) loss on divestitures and sales of fixed assets, net | (164) | 0 | |
Stock-based compensation | 3 | 2 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (52) | 42 | |
Other current and long-term assets | (23) | (33) | |
Accounts payable and accrued compensation and benefits costs | (10) | (65) | |
Other current and long-term liabilities | (6) | (9) | |
Net change in income tax assets and liabilities | 37 | 2 | |
Net cash provided by (used in) operating activities | (37) | (12) | |
Cash Flows from Investing Activities: | |||
Cost of additions to land, buildings and equipment | (13) | (11) | |
Cost of additions to internal use software | (8) | (11) | |
Proceeds from divestitures | 164 | 0 | |
Net cash provided by (used in) investing activities | 143 | (22) | |
Cash Flows from Financing Activities: | |||
Payments on debt | (175) | (10) | |
Treasury stock purchases | (17) | 0 | |
Taxes paid for settlement of stock-based compensation | (5) | (7) | |
Dividends paid on preferred stock | (2) | (2) | |
Net cash provided by (used in) financing activities | (199) | (19) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2) | 2 | |
Increase (decrease) in cash, cash equivalents and restricted cash | (95) | (51) | |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 519 | 598 | |
Cash, Cash Equivalents and restricted Cash at End of period | [1] | $ 424 | $ 547 |
[1] Includes $9 million and $21 million of restricted cash as of March 31, 2024 and 2023, respectively, that were included in Other current assets on their respective Condensed Consolidated Balance Sheets. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Mar. 31, 2023 |
Restricted Cash [Abstract] | ||
Restricted Cash | $ 9 | $ 21 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | AOCL | [1] | Non-controlling Interest | |
Balance at period start at Dec. 31, 2022 | $ 917 | $ 2 | $ 0 | $ 3,924 | $ (2,543) | $ (466) | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends - preferred stock | (2) | (2) | |||||||
Stock incentive plans, net | 2 | 2 | |||||||
Comprehensive Income (Loss): | |||||||||
Net income (loss) | (6) | (6) | |||||||
Other comprehensive income (loss), net | 18 | [2] | 18 | ||||||
Comprehensive Income (Loss), Net | 12 | (6) | 18 | ||||||
Balance at period end at Mar. 31, 2023 | 929 | 2 | 0 | 3,926 | (2,551) | (448) | 0 | ||
Balance at period start at Dec. 31, 2023 | 633 | 2 | (27) | 3,938 | (2,849) | (435) | 4 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends - preferred stock | (2) | (2) | |||||||
Stock incentive plans, net | 3 | 3 | |||||||
Treasury stock purchases | (17) | (17) | |||||||
Comprehensive Income (Loss): | |||||||||
Net income (loss) | 99 | 99 | |||||||
Other comprehensive income (loss), net | (11) | [2] | (11) | ||||||
Comprehensive Income (Loss), Net | 88 | 99 | (11) | ||||||
Balance at period end at Mar. 31, 2024 | $ 705 | $ 2 | $ (44) | $ 3,941 | $ (2,752) | $ (446) | $ 4 | ||
[1] AOCL - Accumulated other comprehensive loss. Refer to Note 11 – Accumulated Other Comprehensive Loss for the components of AOCL. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 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, 2024 | Mar. 31, 2023 | |
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, 2024 | |
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 company, Conduent delivers digital business solutions and services to streamline and manage enterprise processes on behalf of commercial, government and transportation organizations – creating valuable outcomes for its clients and the millions of people who count on them. Conduent’s solutions combine innovative technology platforms with automation, artificial intelligence, process expertise and services that improve quality, efficiency and productivity. With a dedicated global team of approximately 57,000 associates, Conduent solutions span customer service, business administration and operations, healthcare administration and payment management. Across many industries and government agencies, Conduent reduces costs, improves end-user experiences and enables digital transformation for its global clients. 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 (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, 2023. 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, 2023. 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 material to the year ending December 31, 2023. The Company has evaluated subsequent events through May 2, 2024, and apart from the matters disclosed in Note 5 – Assets/Liabilities Held for Sale and Divestitures, Note 7 – Debt and Note 16 - Subsequent Event, 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. Summary of Significant Accounting Policies There have been no changes to the Company's significant accounting policies as described in the 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, 2023. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023. New Accounting Standards Adopted The Company has not adopted any new accounting standards in 2024 that had a material impact on its Consolidated Financial Statements. New Accounting Standards To Be Adopted Segment Reporting: In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements. Income Taxes: In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid. The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Commercial: Customer experience management $ 151 $ 177 Business operations solutions 138 135 Healthcare claims and administration solutions 93 90 Human capital solutions 101 106 Total Commercial 483 508 Government: Government healthcare solutions 153 143 Government services solutions 105 121 Total Government 258 264 Transportation: Road usage charging & management solutions 67 75 Transit solutions 76 40 Curbside management solutions 19 19 Public safety solutions 17 14 Commercial vehicles 1 2 Total Transportation 180 150 Total Consolidated Revenue $ 921 $ 922 Timing of Revenue Recognition: Point in time $ 31 $ 27 Over time 890 895 Total Revenue $ 921 $ 922 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, 2024 December 31, 2023 Contract Assets (Unearned Income) Current contract assets $ 166 $ 178 Long-term contract assets (1) 8 12 Current unearned income (94) (91) Long-term unearned income (2) (58) (55) Net Contract Assets $ 22 $ 44 Accounts receivable, net $ 600 $ 559 __________ (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 $44 million were recognized during the three months ended March 31, 2024 related to the Company's unearned income at December 31, 2023. 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. The Company had no material asset impairment charges related to contract assets for the three months ended March 31, 2024 or 2023. Transaction Price Allocated to the Remaining Performance Obligations |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
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 (the "CODM"). The Company's segments involve the delivery of business process solutions on behalf of its clients to improve cost, performance, and end-user experiences. 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 and services 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 enhance performance for the Company's clients and deliver better experiences for their consumers and employees. Government: The Government segment provides government-centric business process services to U.S. federal, state and local government agencies and foreign governments for public assistance, healthcare programs and administration, transaction processing and payment services. The solutions in this segment help governments provide constituents access and delivery of benefits, respond to changing rules for eligibility and keep pace with increasing citizen expectations. Transportation: The Transportation segment provides systems, support, and revenue-generating solutions, to government transportation agencies. The Company delivers mission-critical public safety, mobility and digital payment solutions that streamline operations, increase revenue and reduce congestion while creating safe, seamless travel experiences for consumers while reducing impact on the environment. 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 Unallocated Costs Total 2024 Revenue $ 483 $ 258 $ 180 $ — $ 921 Segment profit (loss) $ 40 $ 42 $ (3) $ (72) $ 7 2023 Revenue $ 508 $ 264 $ 150 $ — $ 922 Segment profit (loss) $ 35 $ 73 $ (8) $ (70) $ 30 (in millions) Three Months Ended Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2024 2023 Income (Loss) Before Income Taxes $ 127 $ (8) Reconciling items: Amortization of acquired intangible assets 1 2 Restructuring and related costs 9 29 Interest expense 27 27 (Gain) loss on divestitures and transaction costs, net (161) 2 Litigation settlements (recoveries), net 4 (21) Loss on extinguishment of debt 2 — Other (income) expenses, net (2) (1) Segment Profit (Loss) $ 7 $ 30 Refer to Note 3 – Revenue for additional information on disaggregated revenues of the reportable segments. |
Assets_Liabilities Held for Sal
Assets/Liabilities Held for Sale and Divestiture | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets/Liabilities Held for Sale and Divestiture | Assets/Liabilities Held for Sale and Divestitures Transfer of BenefitWallet Portfolio In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement to transfer its BenefitWallet health savings account and medical savings account portfolio (collectively, the "Portfolio") to HealthEquity, Inc. ("HealthEquity") for an aggregate purchase price of $425 million (the "Purchase Price"), subject to customary purchase price adjustments. As of March 31, 2024, there were no asset or liability balances related to the Portfolio that would require disclosure as assets and liabilities held for sale on the Company's Condensed Consolidated Balance Sheet. The transfer is closing in multiple tranches. The first tranche closed on March 7, 2024 with the Company receiving $164 million as the pro-rata share of the Purchase Price. As there were no assets or liabilities associated with the Portfolio, the Company recorded $164 million of pre-tax gain on this first tranche. During the three months ended March 31, 2024 and 2023, the Portfolio related to this first tranche generated revenue of $8 million and $10 million, respectively. The pre-tax profit, related to this first tranche, excluding unallocated costs, was $6 million and $9 million for the same periods, respectively. On April 11, 2024, the second tranche closed and the Company received $85 million as the pro-rata share of the Purchase Price. The Company anticipates the third and final tranche will be completed in the second quarter of 2024. During the three months ended March 31, 2024 and 2023, the Portfolio related to the second and third tranches generated revenue of $18 million and $19 million for the same periods, respectively. The pre-tax profit, related to these two tranches, excluding unallocated costs, was $14 million and $16 million for the three months ended March 31, 2024 and 2023, respectively. Divestiture of Curbside Management and Public Safety Solutions Businesses In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses for $230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments. The assets and liabilities of these businesses (collectively referred to as the "Disposal Group") have been reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell. The Disposal Group is currently reported in the Transportation segment. The Disposal Group generated revenue of $36 million and $33 million for the three months ended March 31, 2024 and 2023, respectively. The pre-tax profit of the Disposal Group, excluding unallocated costs, was $8 million and $5 million for the three months ended March 31, 2024 and 2023, respectively. On April 30, 2024, Conduent completed the sale. See Note 16 - Subsequent Event for additional information regarding the sale. The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale: (in millions) March 31, 2024 December 31, 2023 Accounts Receivable, net $ 58 $ 49 Other current assets 3 3 Land, building and equipment, net 56 52 Operating lease right-of-use assets 6 6 Goodwill 35 35 Other long-term assets 34 35 Total Assets held for sale $ 192 $ 180 Current portion of long-term debt $ 6 $ 5 Accounts payable 9 11 Accrued compensation and benefits costs 2 2 Unearned income 4 4 Other current liabilities 10 9 Long-term debt 16 19 Operating lease liabilities 4 4 Other long-term liabilities 5 4 Total Liabilities held for sale $ 56 $ 58 |
Restructuring Programs and Rela
Restructuring Programs and Related Costs | 3 Months Ended |
Mar. 31, 2024 | |
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, and bringing certain technology functions in-house, which totaled $2 million and $6 million for the three months ended March 31, 2024 and 2023, 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, 2024 and 2023 is as follows: (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2023 $ 9 $ 1 $ — $ 10 Provision 4 4 1 9 Changes in estimates — — — — Total Net Current Period Charges (1) 4 4 1 9 Charges against reserve and currency (7) (3) (1) (11) Accrued Balance at March 31, 2024 $ 6 $ 2 $ — $ 8 (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 __________ (1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown. 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) 2024 2023 Commercial $ 1 $ 20 Government — — Transportation 1 — Unallocated Costs (1) 7 9 Total Net Restructuring Charges $ 9 $ 29 __________ (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, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt was as follows: (in millions) March 31, 2024 December 31, 2023 Term loan A due 2026 $ 235 $ 238 Term loan B due 2028 339 505 Senior notes due 2029 520 520 Revolving credit facility maturing 2026 — — Finance lease obligations 23 22 Other 14 15 Principal debt balance 1,131 1,300 Debt issuance costs and unamortized discounts (15) (18) Less: current maturities (33) (34) Total Long-term Debt $ 1,083 $ 1,248 As of March 31, 2024, the Company had no outstanding borrowings under its revolving credit facility (the "Revolver"). However, the Company utilized $2 million of the Revolver to issue letters of credit as of March 31, 2024. The net Revolver available to be drawn upon as of March 31, 2024 was $548 million. In March 2024, the Company utilized the proceeds from the closing of the first tranche of the BenefitWallet Transfer to voluntarily prepay $164 million of principal of the Senior Secured Term Loan B due 2028 ("Term Loan B") and wrote-off related debt issuance costs of $2 million which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2024. In April 2024, the Company voluntarily prepaid $95 million of principal of the Term Loan B and wrote-off related debt issuance costs of $1 million. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and December 31, 2023, the Company had outstanding forward exchange contracts with gross notional values of $135 million and $148 million, respectively. At March 31, 2024, approximately 68% of these contracts mature within three months, 12% in three to six months, 15% in six to twelve months and 5% 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, 2024 | |
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, 2024 December 31, 2023 Assets: Foreign exchange contracts - forward $ — $ 1 Total Assets $ — $ 1 Liabilities: Foreign exchange contracts - forward $ — $ — Total Liabilities $ — $ — Summary of Other Financial Assets and Liabilities The estimated fair values of other financial assets and liabilities were as follows: March 31, 2024 December 31, 2023 (in millions) Carrying Fair Carrying Fair Liabilities: Long-term debt $ 1,083 $ 1,030 $ 1,248 $ 1,191 Liabilities held for sale $ 56 $ 56 $ 58 $ 58 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, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has post-retirement pension, 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 $4 million and $3 million for the three months ended March 31, 2024 and 2023, 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, 2024 | |
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, 2023 $ (441) $ 2 $ 4 $ (435) Other comprehensive income (loss) (11) — — (11) Balance at March 31, 2024 $ (452) $ 2 $ 4 $ (446) (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) __________ (1) All amounts are net of tax. Tax effects were immaterial. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024. 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, 2024, the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company 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 (the "Notes"). The lawsuit alleges various causes of action in connection with the acquisition, including: indemnification for breach of representation and warranty; indemnification for breach of contract and fraud. Plaintiffs allege that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs seek a judgement that they have no obligation to pay the Notes. On August 20, 2020, CBS 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. CBS also moved to dismiss Skyview’s claims in 2020. In May 2021, the court denied the motion and allowed the claims to proceed. Fact and expert discovery has been concluded and the parties filed summary judgment motions on July 24, 2023. On December 5, 2023, the court heard oral argument on the parties’ cross-motions for summary judgment and rendered its decision on December 8, 2023, finding there are certain material issues of fact that require trial, and also entering partial summary judgment for each side. On January 5, 2024, CBS filed its notice of appeal of the portion of the ruling that did not grant its motion for summary judgment in its entirety and that granted certain limited relief in favor of plaintiffs. On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting a portion of CBS’s counterclaims. CBS continues to deny all 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. Other Contingencies |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 | |
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) 2024 2023 Basic Net Earnings (Loss) per Share: Net Income (Loss) $ 99 $ (6) Dividend - Preferred Stock (2) (2) Adjusted Net Income (Loss) Available to Common Shareholders - Basic $ 97 $ (8) Diluted Net Earnings (Loss) per Share: Net Income (Loss) $ 99 $ (6) Dividend - Preferred Stock — (2) Adjusted Net Income (Loss) Available to Common Shareholders - Diluted $ 99 $ (8) Weighted Average Common Shares Outstanding - Basic 209,160 218,410 Common Shares Issuable With Respect To: Restricted Stock And Performance Units / Shares 1,194 — 8% Convertible Preferred Stock 5,393 — Weighted Average Common Shares Outstanding - Diluted 215,747 218,410 Net Earnings (Loss) per Share: Basic $ 0.46 $ (0.04) Diluted $ 0.46 $ (0.04) 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 7,454 5,574 Convertible preferred stock — 5,393 Total Anti-Dilutive and Contingently Issuable Securities 7,454 10,967 |
Supplementary Financial Informa
Supplementary Financial Information | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Other Current Assets Prepaid expenses $ 91 $ 70 Income taxes receivable 8 38 Value-added tax (VAT) receivable 8 8 Restricted cash 9 21 Other 100 103 Total Other Current Assets $ 216 $ 240 Other Current Liabilities Accrued liabilities to vendors $ 180 $ 188 Litigation related accruals 10 6 Current operating lease liabilities 54 54 Restructuring liabilities 8 10 Income tax payable 12 1 Other taxes payable 15 19 Accrued interest 14 6 Other 31 44 Total Other Current Liabilities $ 324 $ 328 Other Long-term Assets Internal use software, net $ 138 $ 143 Deferred contract costs, net 92 91 Product software, net 86 92 Deferred tax assets 21 21 Other 84 89 Total Other Long-term Assets $ 421 $ 436 Other Long-term Liabilities Income tax liabilities 3 6 Unearned income 58 55 Other 20 23 Total Other Long-term Liabilities $ 81 $ 84 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Certain subsequent event matters have been disclosed in Note 5 – Assets/Liabilities Held for Sale and Divestitures and Note 7 – Debt. On April 30, 2024, Conduent completed the sale of its Curbside Management and Public Safety Solutions Businesses. The Company received $174 million of cash consideration, a $50 million note receivable payable in one year, and other amounts receivable of $50 million (primarily related to the reimbursement for finance lease liability payoffs and the purchase of certain equipment on the buyer's behalf), which are payable in the fourth quarter of 2024. The sale is subject to customary purchase price adjustments expected to be settled in the fourth quarter of 2024. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 (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, 2023. 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, 2023. 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 material to the year ending December 31, 2023. |
Use of Estimates | 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. |
New Accounting Standards Adopted and To Be Adopted | New Accounting Standards Adopted The Company has not adopted any new accounting standards in 2024 that had a material impact on its Consolidated Financial Statements. New Accounting Standards To Be Adopted Segment Reporting: In November 2023, the Financial Accounting Standards Board ("FASB") issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements. Income Taxes: In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid. The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024. The Company is not early adopting this guidance. The Company is currently in the process of gathering the data required to be disclosed upon adoption. As the guidance is disclosure related, adoption will not have any impact on the Company's Condensed Consolidated Financial Statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Commercial: Customer experience management $ 151 $ 177 Business operations solutions 138 135 Healthcare claims and administration solutions 93 90 Human capital solutions 101 106 Total Commercial 483 508 Government: Government healthcare solutions 153 143 Government services solutions 105 121 Total Government 258 264 Transportation: Road usage charging & management solutions 67 75 Transit solutions 76 40 Curbside management solutions 19 19 Public safety solutions 17 14 Commercial vehicles 1 2 Total Transportation 180 150 Total Consolidated Revenue $ 921 $ 922 Timing of Revenue Recognition: Point in time $ 31 $ 27 Over time 890 895 Total Revenue $ 921 $ 922 |
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, 2024 December 31, 2023 Contract Assets (Unearned Income) Current contract assets $ 166 $ 178 Long-term contract assets (1) 8 12 Current unearned income (94) (91) Long-term unearned income (2) (58) (55) Net Contract Assets $ 22 $ 44 Accounts receivable, net $ 600 $ 559 __________ (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, 2024 | |
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 Unallocated Costs Total 2024 Revenue $ 483 $ 258 $ 180 $ — $ 921 Segment profit (loss) $ 40 $ 42 $ (3) $ (72) $ 7 2023 Revenue $ 508 $ 264 $ 150 $ — $ 922 Segment profit (loss) $ 35 $ 73 $ (8) $ (70) $ 30 |
Reconciliation to pre-tax income (loss) | (in millions) Three Months Ended Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2024 2023 Income (Loss) Before Income Taxes $ 127 $ (8) Reconciling items: Amortization of acquired intangible assets 1 2 Restructuring and related costs 9 29 Interest expense 27 27 (Gain) loss on divestitures and transaction costs, net (161) 2 Litigation settlements (recoveries), net 4 (21) Loss on extinguishment of debt 2 — Other (income) expenses, net (2) (1) Segment Profit (Loss) $ 7 $ 30 |
Assets_Liabilities Held for S_2
Assets/Liabilities Held for Sale and Divestiture (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following is a summary of the major categories of assets and liabilities that have been reclassified as held for sale: (in millions) March 31, 2024 December 31, 2023 Accounts Receivable, net $ 58 $ 49 Other current assets 3 3 Land, building and equipment, net 56 52 Operating lease right-of-use assets 6 6 Goodwill 35 35 Other long-term assets 34 35 Total Assets held for sale $ 192 $ 180 Current portion of long-term debt $ 6 $ 5 Accounts payable 9 11 Accrued compensation and benefits costs 2 2 Unearned income 4 4 Other current liabilities 10 9 Long-term debt 16 19 Operating lease liabilities 4 4 Other long-term liabilities 5 4 Total Liabilities held for sale $ 56 $ 58 |
Restructuring Programs and Re_2
Restructuring Programs and Related Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | A summary of the Company's restructuring program activity during the three months ended March 31, 2024 and 2023 is as follows: (in millions) Severance and Related Costs Termination and Other Costs Asset Impairments Total Accrued Balance at December 31, 2023 $ 9 $ 1 $ — $ 10 Provision 4 4 1 9 Changes in estimates — — — — Total Net Current Period Charges (1) 4 4 1 9 Charges against reserve and currency (7) (3) (1) (11) Accrued Balance at March 31, 2024 $ 6 $ 2 $ — $ 8 (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 __________ (1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown. |
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) 2024 2023 Commercial $ 1 $ 20 Government — — Transportation 1 — Unallocated Costs (1) 7 9 Total Net Restructuring Charges $ 9 $ 29 __________ (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, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt was as follows: (in millions) March 31, 2024 December 31, 2023 Term loan A due 2026 $ 235 $ 238 Term loan B due 2028 339 505 Senior notes due 2029 520 520 Revolving credit facility maturing 2026 — — Finance lease obligations 23 22 Other 14 15 Principal debt balance 1,131 1,300 Debt issuance costs and unamortized discounts (15) (18) Less: current maturities (33) (34) Total Long-term Debt $ 1,083 $ 1,248 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Assets: Foreign exchange contracts - forward $ — $ 1 Total Assets $ — $ 1 Liabilities: Foreign exchange contracts - forward $ — $ — Total Liabilities $ — $ — |
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, 2024 December 31, 2023 (in millions) Carrying Fair Carrying Fair Liabilities: Long-term debt $ 1,083 $ 1,030 $ 1,248 $ 1,191 Liabilities held for sale $ 56 $ 56 $ 58 $ 58 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (AOCL) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 $ (441) $ 2 $ 4 $ (435) Other comprehensive income (loss) (11) — — (11) Balance at March 31, 2024 $ (452) $ 2 $ 4 $ (446) (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) __________ (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, 2024 | |
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) 2024 2023 Basic Net Earnings (Loss) per Share: Net Income (Loss) $ 99 $ (6) Dividend - Preferred Stock (2) (2) Adjusted Net Income (Loss) Available to Common Shareholders - Basic $ 97 $ (8) Diluted Net Earnings (Loss) per Share: Net Income (Loss) $ 99 $ (6) Dividend - Preferred Stock — (2) Adjusted Net Income (Loss) Available to Common Shareholders - Diluted $ 99 $ (8) Weighted Average Common Shares Outstanding - Basic 209,160 218,410 Common Shares Issuable With Respect To: Restricted Stock And Performance Units / Shares 1,194 — 8% Convertible Preferred Stock 5,393 — Weighted Average Common Shares Outstanding - Diluted 215,747 218,410 Net Earnings (Loss) per Share: Basic $ 0.46 $ (0.04) Diluted $ 0.46 $ (0.04) 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 7,454 5,574 Convertible preferred stock — 5,393 Total Anti-Dilutive and Contingently Issuable Securities 7,454 10,967 |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplementary Financial Information [Abstract] | |
Supplementary Financial Information Table | The components of Other assets and Other liabilities were as follows: (in millions) March 31, 2024 December 31, 2023 Other Current Assets Prepaid expenses $ 91 $ 70 Income taxes receivable 8 38 Value-added tax (VAT) receivable 8 8 Restricted cash 9 21 Other 100 103 Total Other Current Assets $ 216 $ 240 Other Current Liabilities Accrued liabilities to vendors $ 180 $ 188 Litigation related accruals 10 6 Current operating lease liabilities 54 54 Restructuring liabilities 8 10 Income tax payable 12 1 Other taxes payable 15 19 Accrued interest 14 6 Other 31 44 Total Other Current Liabilities $ 324 $ 328 Other Long-term Assets Internal use software, net $ 138 $ 143 Deferred contract costs, net 92 91 Product software, net 86 92 Deferred tax assets 21 21 Other 84 89 Total Other Long-term Assets $ 421 $ 436 Other Long-term Liabilities Income tax liabilities 3 6 Unearned income 58 55 Other 20 23 Total Other Long-term Liabilities $ 81 $ 84 |
Basis of Presentation (Details)
Basis of Presentation (Details) associate in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) associate | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Number of associates on global team | associate | 57 | ||
Revenue | $ (921) | $ (922) | |
Income (Loss) Before Income Taxes | (127) | 8 | |
Accounts receivable, net | (600) | $ (559) | |
Other current liabilities | $ 324 | $ 328 | |
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, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 921 | $ 922 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 31 | 27 |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 890 | 895 |
Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 483 | 508 |
Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 258 | 264 |
Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 180 | 150 |
Customer experience management | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 151 | 177 |
Business operations solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 138 | 135 |
Healthcare claims and administration solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 93 | 90 |
Human capital solutions | Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 101 | 106 |
Government healthcare solutions | Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 153 | 143 |
Government services solutions | Government: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 105 | 121 |
Road usage charging & management solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 67 | 75 |
Transit solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 76 | 40 |
Curbside management solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 19 | 19 |
Public safety solutions | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17 | 14 |
Commercial vehicles | Transportation: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1 | $ 2 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Contract Assets (Unearned Income) | |||
Current contract assets | $ 166 | $ 178 | |
Long-term contract assets | 8 | 12 | |
Current unearned income | (94) | (91) | |
Long-term unearned income | (58) | (55) | |
Net Contract Assets | 22 | 44 | |
Accounts receivable, net | 600 | $ 559 | |
Revenue recognized related to unearned income | $ 44 | $ 29 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Billions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 63% |
Remaining performance obligation, expected timing of satisfaction | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting - Segment Rev
Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 921 | $ 922 |
Segment profit (loss) | 7 | 30 |
Unallocated Costs | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Segment profit (loss) | (72) | (70) |
Commercial: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 483 | 508 |
Segment profit (loss) | 40 | 35 |
Government: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 258 | 264 |
Segment profit (loss) | 42 | 73 |
Transportation: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 180 | 150 |
Segment profit (loss) | $ (3) | $ (8) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Income (Loss) Before Income Taxes | $ 127 | $ (8) |
Reconciling items: | ||
Amortization of acquired intangible assets | 1 | 2 |
Restructuring and related costs | 9 | 29 |
Interest expense | 27 | 27 |
(Gain) loss on divestitures and transaction costs, net | (161) | 2 |
Litigation settlements (recoveries), net | 4 | (21) |
Loss on extinguishment of debt | 2 | 0 |
Other (income) expenses, net | (2) | (1) |
Segment Profit (Loss) | $ 7 | $ 30 |
Assets_Liabilities Held for S_3
Assets/Liabilities Held for Sale and Divestiture - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Apr. 11, 2024 | Mar. 07, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue | $ 921 | $ 922 | ||||
BenefitWallet | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 425 | |||||
BenefitWallet Tranche 1 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Pro-rata share of purchase price | $ 164 | |||||
Revenue | 8 | 10 | ||||
Pre-tax profit | 6 | 9 | ||||
BenefitWallet Tranche 2 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue | 18 | |||||
Pre-tax profit | 14 | |||||
BenefitWallet Tranche 2 | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Pro-rata share of purchase price | $ 85 | |||||
BenefitWallet Tranche 3 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue | 19 | |||||
Pre-tax profit | 16 | |||||
Curbside Management and Public Safety Solutions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 230 | |||||
Revenue | 36 | 33 | ||||
Pre-tax profit | $ 8 | $ 5 |
Assets_Liabilities Held for S_4
Assets/Liabilities Held for Sale and Divestiture - Schedule of Assets and Liabilities Reclassified as Held for Sale (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other current assets | $ 216 | $ 240 |
Operating lease right-of-use assets | 188 | 191 |
Goodwill | 643 | 651 |
Other long-term assets | 421 | 436 |
Assets held for sale | 192 | 180 |
Current portion of long-term debt | 33 | 34 |
Accounts payable | 167 | 174 |
Accrued compensation and benefits costs | 175 | 183 |
Unearned income | 94 | 91 |
Other current liabilities | 324 | 328 |
Total Long-term Debt | 1,083 | 1,248 |
Operating lease liabilities | 155 | 157 |
Other long-term liabilities | 81 | 84 |
Liabilities held for sale | 56 | 58 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts Receivable, net | 58 | 49 |
Other current assets | 3 | 3 |
Land, building and equipment, net | 56 | 52 |
Operating lease right-of-use assets | 6 | 6 |
Goodwill | 35 | 35 |
Other long-term assets | 34 | 35 |
Current portion of long-term debt | 6 | 5 |
Accounts payable | 9 | 11 |
Accrued compensation and benefits costs | 2 | 2 |
Unearned income | 4 | 4 |
Other current liabilities | 10 | 9 |
Total Long-term Debt | 16 | 19 |
Operating lease liabilities | 4 | 4 |
Other long-term liabilities | 5 | 4 |
Disposal Group, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 192 | 180 |
Liabilities held for sale | $ 56 | $ 58 |
Restructuring Programs and Re_3
Restructuring Programs and Related Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Non-recurring costs | $ 9 | $ 29 |
Termination and Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Non-recurring costs | 4 | 7 |
Termination and Other Costs | Data Center Consolidation | ||
Restructuring Cost and Reserve [Line Items] | ||
Non-recurring costs | $ 2 | $ 6 |
Restructuring Programs and Re_4
Restructuring Programs and Related Costs - Schedule of Restructuring Program Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 10 | $ 10 |
Provision | 9 | 29 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 9 | 29 |
Charges against reserve and currency | (11) | (13) |
Balance at end of period | 8 | 26 |
Severance and Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 9 | 10 |
Provision | 4 | 20 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 4 | 20 |
Charges against reserve and currency | (7) | (8) |
Balance at end of period | 6 | 22 |
Termination and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 1 | 0 |
Provision | 4 | 7 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 4 | 7 |
Charges against reserve and currency | (3) | (3) |
Balance at end of period | 2 | 4 |
Asset Impairments | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 0 | 0 |
Provision | 1 | 2 |
Changes in estimates | 0 | 0 |
Total Net Current Period Charges | 1 | 2 |
Charges against reserve and currency | (1) | (2) |
Balance at end of period | $ 0 | $ 0 |
Restructuring Programs and Re_5
Restructuring Programs and Related Costs - Schedule of Costs Incurred with Restructuring Programs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total Net Restructuring Charges | $ 9 | $ 29 |
Operating Segments | Commercial: | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Net Restructuring Charges | 1 | 20 |
Operating Segments | Government: | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Net Restructuring Charges | 0 | 0 |
Operating Segments | Transportation: | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Net Restructuring Charges | 1 | 0 |
Unallocated Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Net Restructuring Charges | $ 7 | $ 9 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 23 | $ 22 |
Other | 14 | 15 |
Principal debt balance | 1,131 | 1,300 |
Debt issuance costs and unamortized discounts | (15) | (18) |
Less: current maturities | (33) | (34) |
Total Long-term Debt | 1,083 | 1,248 |
Term loan A due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 235 | 238 |
Term loan B due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 339 | 505 |
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 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2024 | Mar. 31, 2024 | |
Term loan B due 2028 | ||
Debt Instrument [Line Items] | ||
Repayment of debt | $ 164 | |
Write-off related to debt issuance costs | 2 | |
Term loan B due 2028 | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Repayment of debt | $ 95 | |
Write-off related to debt issuance costs | $ 1 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Letter of credit outstanding | 2 | |
Remaining borrowing capacity | $ 548 |
Financial Instruments (Details)
Financial Instruments (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Outstanding forward exchange contracts gross notional value | $ 135 | $ 148 |
Percentage of forward exchange contract maturing within three months | 68% | |
Percentage of forward exchange contract maturing within six months | 12% | |
Percentage of forward exchange contract maturing within twelve months | 15% | |
Percentage of forward exchange contract maturing in more than twelve months | 5% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Recurring (Details) - Fair Value, Recurring - Significant Other Observable Inputs (Level 2) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Total Assets | $ 0 | $ 1 |
Liabilities: | ||
Total Liabilities | 0 | 0 |
Foreign exchange contracts - forward | ||
Assets: | ||
Foreign exchange contracts - forward | 0 | 1 |
Liabilities: | ||
Foreign exchange contracts - forward | $ 0 | $ 0 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - Fair Value, Nonrecurring - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,083 | $ 1,248 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,030 | 1,191 |
Liabilities held for sale | $ 56 | $ 58 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pension Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plans | $ 4 | $ 3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Balance at beginning of period | $ (435) | ||
Other comprehensive income (loss), net | [1] | (11) | $ 18 |
Balance at end of period | (446) | ||
AOCL | |||
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Balance at beginning of period | (435) | (466) | |
Other comprehensive income (loss), net | [2] | (11) | 18 |
Balance at end of period | (446) | (448) | |
Currency Translation Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Balance at beginning of period | (441) | (472) | |
Other comprehensive income (loss), net | (11) | 17 | |
Balance at end of period | (452) | (455) | |
Gains (Losses) on Cash Flow Hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Balance at beginning of period | 2 | 1 | |
Other comprehensive income (loss), net | 0 | 1 | |
Balance at end of period | 2 | 2 | |
Defined Benefit Pension Items | |||
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Balance at beginning of period | 4 | 5 | |
Other comprehensive income (loss), net | 0 | 0 | |
Balance at end of period | $ 4 | $ 5 | |
[1] All amounts are net of tax. Tax effects were immaterial. AOCL - Accumulated other comprehensive loss. Refer to Note 11 – Accumulated Other Comprehensive Loss for the components of AOCL. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Contingencies and Litigation (D
Contingencies and Litigation (Details) - USD ($) $ in Millions | Feb. 03, 2020 | Mar. 31, 2024 |
Surety Bond | ||
Loss Contingencies [Line Items] | ||
Maximum exposure, undiscounted | $ 636 | |
Letters of Credit Issued to Secured Contractual Obligations | ||
Loss Contingencies [Line Items] | ||
Maximum exposure, undiscounted | $ 180 | |
Skyview Capital LLC and Continuum Global Solutions, LLC v. Conduent Business Services, LLC | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Loss contingency, damages sought | $ 23 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2024 | Dec. 31, 2023 | |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net Income (Loss) | $ 99 | $ (6) |
Dividend - Preferred Stock | (2) | (2) |
Adjusted Net Income (Loss) Available to Common Shareholders - Basic | 97 | (8) |
Net Income (Loss) | 99 | (6) |
Dividend - Preferred Stock | 0 | (2) |
Adjusted Net Income (Loss) Available to Common Shareholders - Diluted | $ 99 | $ (8) |
Weighted Average Number of Shares Outstanding - Basic (in shares) | 209,160 | 218,410 |
8% Convertible preferred Stock (in shares) | 5,393 | 0 |
Weighted Average Number of Shares Outstanding - Diluted (in shares) | 215,747 | 218,410 |
Net Earnings (Loss) per Share, Basic (in USD per share) | $ 0.46 | $ (0.04) |
Net Earnings (Loss) per Share, Diluted (in USD per share) | $ 0.46 | $ (0.04) |
Anti-Dilutive and Contingently Issuable Securities (in shares) | 7,454 | 10,967 |
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) | 7,454 | 5,574 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-Dilutive and Contingently Issuable Securities (in shares) | 0 | 5,393 |
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) | 1,194 | 0 |
Supplementary Financial Infor_3
Supplementary Financial Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Supplementary Financial Information [Abstract] | ||
Prepaid expenses | $ 91 | $ 70 |
Income taxes receivable | 8 | 38 |
Value-added tax (VAT) receivable | 8 | 8 |
Restricted cash | 9 | 21 |
Other | 100 | 103 |
Total Other Current Assets | 216 | 240 |
Accrued liabilities to vendors | 180 | 188 |
Litigation related accruals | 10 | 6 |
Current operating lease liabilities | 54 | 54 |
Restructuring liabilities | 8 | 10 |
Income tax payable | 12 | 1 |
Other taxes payable | 15 | 19 |
Accrued interest | 14 | 6 |
Other | 31 | 44 |
Total Other Current Liabilities | 324 | 328 |
Internal use software, net | 138 | 143 |
Deferred contract costs, net | 92 | 91 |
Product software, net | 86 | 92 |
Deferred tax assets | 21 | 21 |
Other | 84 | 89 |
Total Other Long-term Assets | 421 | 436 |
Income tax liabilities | 3 | 6 |
Unearned income | 58 | 55 |
Other | 20 | 23 |
Total Other Long-term Liabilities | $ 81 | $ 84 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - Curbside Management and Public Safety Solutions - Divestitures $ in Millions | Apr. 30, 2024 USD ($) |
Subsequent Event [Line Items] | |
Cash consideration received in sale of business | $ 174 |
Note receivable | 50 |
Other amounts receivable | $ 50 |