Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CONDUENT Inc | |
Entity Central Index Key | 0001677703 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 210,406,011 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenues | $ 1,158 | $ 1,420 |
Operating Costs and Expenses | ||
Cost of Services (excluding depreciation and amortization) | 906 | 1,115 |
Selling, general and administrative (excluding depreciation and amortization) | 127 | 143 |
Research and development (excluding depreciation and amortization) | 3 | 2 |
Depreciation and amortization | 115 | 116 |
Restructuring and related costs | 16 | 20 |
Interest expense | 20 | 33 |
Goodwill impairment | 284 | 0 |
(Gain) loss on divestitures and transaction costs | 14 | 15 |
Litigation costs (recoveries), net | 12 | 31 |
Other (income) expenses, net | (1) | (1) |
Total Operating Costs and Expenses | 1,496 | 1,474 |
Income (Loss) before Income Taxes | (338) | (54) |
Income tax expense (benefit) | (30) | (4) |
Net (Loss) Income | $ (308) | $ (50) |
Earnings Per Share, Basic | $ (1.49) | $ (0.26) |
Earnings Per Share, Diluted | $ (1.49) | $ (0.26) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net (Loss) Income | $ (308) | $ (50) |
Other Comprehensive Loss, Net: | ||
Currency translation adjustments, net | 7 | 9 |
Reclassification of currency translation adjustments on divestitures | 15 | 5 |
Reclassification of divested benefit plans and other | (1) | 0 |
Unrecognized gains (loss), net | 1 | (1) |
Other Comprehensive Income (Loss), Net | 22 | 13 |
Comprehensive Loss, Net | ||
Comprehensive Income (Loss), Net | $ (286) | $ (37) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 520 | $ 756 |
Accounts receivable, net | 820 | 782 |
Assets Held-for-sale, Not Part of Disposal Group | 0 | 15 |
Contract with Customer, Asset, Net, Current | 197 | 177 |
Other current assets | 294 | 234 |
Total current assets | 1,831 | 1,964 |
Assets | ||
Land, buildings and equipment, net | 336 | 328 |
Operating Lease, Right-of-Use Asset | 338 | 0 |
Intangible assets, net | 627 | 651 |
Goodwill | 3,171 | 3,408 |
Other long-term assets | 360 | 329 |
Total Assets | 6,663 | 6,680 |
Liabilities, Current [Abstract] | ||
Current portion of long-term debt | 53 | 55 |
Accounts payable | 313 | 230 |
Accrued compensation and benefits costs | 148 | 193 |
Unearned income | 103 | 112 |
Liabilities held for sale | 0 | 40 |
Other current liabilities | 817 | 567 |
Total current liabilities | 1,434 | 1,197 |
Long-term debt | 1,496 | 1,512 |
Deferred taxes | 283 | 327 |
Operating lease liabilities | 282 | 0 |
Other long-term liabilities | 99 | 280 |
Total Liabilities | 3,594 | 3,316 |
Contingencies (See Note 13) | ||
Series A Convertible Preferred Stock | 142 | 142 |
Common Stock | 2 | 2 |
Additional paid-in-capital | 3,879 | 3,878 |
Retained earnings | (551) | (233) |
Accumulated other comprehensive loss | (403) | (425) |
Total Equity | 2,927 | 3,222 |
Total Liabilities and Equity | $ 6,663 | $ 6,680 |
Shares of common stock outstanding (in shares) | 211,623 | 211,306 |
Shares of series A convertible preferred stock outstanding (in shares) | 120 | 120 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (308) | $ (50) |
Adjustments required to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation and amortization | 115 | 116 |
Deferred Sales Inducement Cost, Amortization Expense | 1 | 1 |
Deferred income taxes | (45) | (8) |
Goodwill, Impairment Loss | 284 | 0 |
(Gain) loss from investments | (1) | (1) |
Amortization of debt financing costs | 2 | 2 |
(Gain) loss on divestitures and transaction costs | 14 | 15 |
Stock-based compensation | 7 | 7 |
(Increase) decrease in accounts receivable | (60) | (75) |
(Increase) decrease in other current and long-term assets | (112) | (49) |
Increase (decrease) in accounts payable and accrued compensation | 58 | (40) |
Increase (decrease) in restructuring liabilities | 4 | 7 |
Increase (decrease) in other current and long-term liabilities | (12) | 43 |
Net change in income tax assets and liabilities | 5 | (5) |
Other operating, net | (1) | (1) |
Net cash provided by (used in) operating activities | (49) | (38) |
Cash Flows from Investing Activities: | ||
Cost of additions to land, buildings and equipment | (53) | (33) |
Proceeds from Sale of Property, Plant, and Equipment | 1 | 0 |
Cost of additions to internal use software | (17) | (6) |
Payments to Acquire Businesses, Gross | (90) | 0 |
Payments Related to Divestitures, Including Cash Sold | (9) | 0 |
Net cash provided by (used in) investing activities | (168) | (39) |
Cash Flows from Financing Activities: | ||
Payments on debt | (14) | (21) |
Taxes paid for settlement of stock based compensation | (6) | (4) |
Dividends paid on preferred stock | (2) | (2) |
Net cash provided by (used in) financing activities | (22) | (27) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2 | 0 |
Increase (decrease) in cash, cash equivalents and restricted cash | (237) | (104) |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 765 | 667 |
Cash, Cash Equivalents and restricted Cash at End of period | $ 528 | $ 563 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Mar. 31, 2018 |
Restricted Cash [Abstract] | ||
Restricted Cash | $ 8 | $ 10 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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 The Company is a global enterprise and leading provider of business process services with expertise in transaction-intensive processing, analytics and automation. The Company serves as a trusted business partner in both the front office and back office, enabling personalized, seamless interactions on a massive scale that improve end-user experience. The Company creates value for its commercial and government clients by applying its expertise, technology and innovation to help them drive customer and constituent satisfaction and loyalty, increase process efficiency and respond rapidly to changing market dynamics. The Company's portfolio includes industry-focused service offerings in attractive growth markets such as healthcare and transportation, as well as multi-industry service offerings such as transaction processing, customer care and payment services. Basis of Presentation The unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). 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, 2018 . 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, 2018 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
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 2018 Annual Report on Form 10-K. Summarized below are the accounting pronouncements adopted subsequent to December 31, 2018 that were applicable and material to the Company. New Accounting Standards Adopted Leases: The Company adopted the updated lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Condensed Consolidated Balance Sheets. The impact of adopting this new guidance resulted in an increase to Operating lease right-of-use (ROU) assets of $387 million , an increase to Other current liabilities of $103 million , a decrease to Other long-term liabilities of $21 million , an increase to Operating lease liabilities of $316 million and a net decrease to opening retained earnings (deficit) of $8 million as of January 1, 2019. The adoption did not have an impact on the Company’s Condensed Consolidated Statements of Income (Loss) or Condensed Consolidated Statements of Cash Flows. Summary of Accounting Policies Leases The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in our Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases. The components of lease costs were as follows: (in millions) Three Months Ended March 31, 2019 Finance Lease Costs: Amortization of right of use assets $ 3 Total Finance Lease Costs $ 3 Operating lease costs: Base rent $ 31 Short-term lease costs 3 Variable lease costs (1) 7 Sublease income (1 ) Total Operating Lease Costs $ 40 __________ (1) Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases. Interest expense related to the finance leases for the three months ended March 31, 2019 was immaterial. Supplemental cash flow information related to leases was as follows: (in millions) Three Months Ended March 31, 2019 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (30 ) Financing cash flow from finance leases $ (3 ) Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations: Operating leases $ 6 Supplemental balance sheet information related to leases was as follows: (in millions) March 31, 2019 Operating Leases: Operating lease right of use assets $ 338 Other current liabilities $ 112 Operating lease liabilities 282 Total Operating Lease Liabilities $ 394 Finance Leases: Land, buildings and Equipment, net $ 21 Current portion of long-term debt $ 9 Long-term debt 14 Total Finance Lease Liabilities $ 23 The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The weighted average discount rates for operating and finance leases were 5.2% and 4.8% , respectively. The weighted average remaining lease terms for operating and finance leases at March 31, 2019 , were 5 years and 3 years , respectively. The aggregate future lease payments for operating leases were as follows: March 31, 2019 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 (remaining) $ 100 2020 105 2021 75 2022 52 2023 35 Thereafter 84 Total undiscounted operating lease payments 451 Less imputed interest 57 Present value of operating lease liabilities $ 394 Maturities of finance lease liabilities were as follows: March 31, 2019 (in millions) Finance Lease Payments 2019 (remaining) $ 8 2020 6 2021 5 2022 4 2023 1 Thereafter — Total undiscounted finance lease payments 24 Less imputed interest 1 Present value of finance lease liabilities $ 23 As of March 31, 2019, the Company had an additional operating lease for real estate of $14 million , which has not commenced and has not been recognized on the Company's Consolidated Balance Sheet. This operating lease is expected to commence in 2019 with a lease term of 10 years . As previously disclosed in Note 5 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, under the previous lease accounting, future minimum lease payments for operating leases having initial or remaining non-cancelable lease term in excess of one year were as follows: December 31, 2018 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 $ 153 2020 113 2021 78 2022 53 2023 33 Thereafter 76 Total minimum operating lease payments $ 506 New Accounting Standards To Be Adopted Credit Losses: |
Revenue, Contract Assets and Li
Revenue, Contract Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Contract Assets and Liabilities | Revenue, Contract Assets and Liabilities Disaggregation of Revenue The following table provides information about disaggregated revenue by major service line, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments. Three Months Ended March 31, (in millions) 2019 2018 Commercial Industries: Omni-channel communications $ 211 $ 219 Human resource services 182 187 Industry services 219 248 Total Commercial Industries 612 654 Government Services: Government Services and Healthcare 119 114 Payment Services 74 82 State and Local 119 126 Federal 13 13 Total Government Services 325 335 Transportation: Tolling 79 72 Transit 54 54 Photo and Parking 48 46 Commercial Vehicle 3 4 Total Transportation 184 176 Other: Divestitures 36 248 Education 1 7 Total Other 37 255 Total Consolidated Revenue $ 1,158 $ 1,420 Timing of Revenue Recognition: Point in time $ 39 $ 36 Over time 1,119 1,384 Total Revenue $ 1,158 $ 1,420 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 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, 2019 December 31, 2018 Contract Assets (Unearned Income) Current contract assets $ 197 $ 177 Long-term contract assets (1) 14 7 Current unearned income (103 ) (112 ) Long-term unearned income (2) (29 ) (32 ) Net Contract Assets (Unearned Income) $ 79 $ 40 Accounts receivable, net $ 820 $ 782 __________ (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 $53 million and $83 million were recognized during the three months ended March 31, 2019 and 2018 , respectively, related to the Company's unearned income at December 31, 2018 and January 1, 2018, respectively. Transaction Price Allocated to the Remaining Performance Obligations Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially satisfied at March 31, 2019 , was approximately $2 billion . The Company expects to recognize approximately 65% |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company's reportable segments correspond to how the Company organizes and manages the business and are aligned to the industries in which the Company's clients operate. Our financial performance is based on Segment Profit / (Loss) and Segment Adjusted EBITDA for the following three reportable segments: Commercial Industries , Government Services and Transportation . Commercial Industries: Our Commercial Industries segment provides business process services and customized solutions to clients in a variety of industries. Across the Commercial Industries segment, we deliver end-to-end business-to-business and business-to-customer services that enable our clients to optimize their key processes. Our multi-industry competencies include omni-channel communications, human resource management and finance and accounting services. Government Services : Our Government Services segment provides government-centric business process services to U.S. federal, state and local and foreign governments for, public assistance, program administration, transaction processing and payment services. Transportation : Our Transportation segment provides systems and support services to transportation departments and agencies globally. Offerings include support for electronic toll collection, public transit, parking and photo enforcement. Other includes our divestitures and our Student Loan business, which the Company exited in the third quarter of 2018. Selected financial information for our reportable segments is as follows: Three Months Ended March 31, (in millions) Commercial Industries Government Services Transportation Other Shared IT / Infrastructure & Corporate Costs Total March 31, 2019 Divestitures Other Revenue $ 612 $ 325 $ 184 $ 36 $ 1 $ — $ 1,158 Segment profit (loss) $ 113 $ 86 $ 20 $ 1 $ — $ (151 ) $ 69 Segment depreciation and amortization $ 22 $ 9 $ 9 $ — $ — $ 14 $ 54 Adjusted EBITDA $ 135 $ 95 $ 29 $ 1 $ — $ (137 ) $ 123 March 31, 2018 Revenue $ 654 $ 335 $ 176 $ 248 $ 7 $ — $ 1,420 Segment profit (loss) $ 110 $ 108 $ 27 $ 39 $ (3 ) $ (176 ) $ 105 Segment depreciation and amortization $ 28 $ 7 $ 8 $ 2 $ 1 $ 10 $ 56 Adjusted EBITDA $ 138 $ 115 $ 35 $ 41 $ (2 ) $ (166 ) $ 161 (in millions) Three Months Ended March 31, Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2019 2018 Income (Loss) Before Income Taxes $ (338 ) $ (54 ) Reconciling items: Amortization of acquired intangible assets 62 61 Restructuring and related costs 16 20 Interest expense 20 33 Goodwill impairment 284 — (Gain) loss on divestitures and transaction costs 14 15 Litigation costs (recoveries), net 12 31 Other (income) expenses, net (1 ) (1 ) Segment Pre-tax Income (Loss) $ 69 $ 105 Segment depreciation and amortization (including contract inducements) $ 54 $ 56 Adjusted EBITDA $ 123 $ 161 |
Assets_Liabilities Held for Sal
Assets/Liabilities Held for Sale | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets/Liabilities Held for Sale | Assets/Liabilities Held for Sale In February 2019, the Company completed the sale of a portfolio of select standalone customer care contracts to Skyview Capital LLC. During the first quarter of 2019, the Company recorded an additional loss, inclusive of transaction costs, of $12 million on the sale of this portfolio, reflecting certain changes in estimates that were made when recording the initial charge. The revenue generated from this business was $36 million for the three months ended March 31, 2019 and $439 million |
Business Acquisition (Notes)
Business Acquisition (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Acquisition In January 2019, the Company completed the acquisition of Health Solutions Plus (HSP), a software provider of healthcare payer administration solutions, for a total base consideration of $90 million and a maximum contingent consideration payment of $8 million based on a cumulative achievement over two years . Revenue and pre-tax income recorded since the acquisition date through March 31, 2019 were $4 million and $3 million , respectively. The Company’s purchase price allocation for the HSP acquisition is preliminary and subject to revision as additional information related to the fair value of assets and liabilities becomes available. The preliminary purchase price based upon the current determination of fair values as at March 31, 2019 was as follows: (in millions) March 31, 2019 Fair Value of Consideration Transferred: Cash paid $ 90 Recorded earn-out payable 7 Total Consideration $ 97 Allocation of Purchase Price: Net tangible assets $ 10 Costs Assigned to Intangible Assets Developed technology 20 Customer relationships 18 Trademarks and trade names 1 Goodwill 48 Total Intangible Assets 87 Total Assets $ 97 The useful lives are 7 years , 15 years and 1.5 years for Developed technology, Customer relationships and Trademarks and trade names, respectively. The acquired goodwill is associated with the Company's Commercial Industries segment. This acquired goodwill, while tax deductible, includes $7 million related to contingent consideration payable that is not tax deductible until it is earned and paid. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of HSP. |
Restructuring Programs
Restructuring Programs | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Programs | Restructuring Programs and Related Costs The Company engages in a series of restructuring programs related to downsizing its employee base, exiting certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce its cost structure and improve productivity. The implementation of the Company's strategic transformation program and various productivity initiatives have reduced the Company's real estate footprint across all geographies and segments resulting in increased lease cancellation and other related costs. Also included in Restructuring and Related Costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $9 million for the three months ended March 31, 2019. Management continues to evaluate the Company's business, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed. Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility. In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we recognize employee severance costs when they are both probable and reasonably estimable. A summary of the Company's restructuring program activity during the three months ended March 31, 2019 and 2018 was as follows: (in millions) Severance and Related Costs Lease Cancellation and Other Costs Total Accrued Balance at December 31, 2018 $ 13 $ 36 $ 49 Restructuring provision 3 14 17 Adjustments to prior accruals — (1 ) (1 ) Total Net Current Period Charges 3 13 16 Payments against reserve and currency (5 ) (6 ) (11 ) Adoption of new lease standard — (22 ) (22 ) Other — (3 ) (3 ) Accrued Balance at March 31, 2019 $ 11 $ 18 $ 29 (in millions) Severance and Related Costs Lease Cancellation and Other Costs Total Accrued Balance at December 31, 2017 $ 14 $ 30 $ 44 Restructuring provision 17 7 24 Adjustments to prior accruals (3 ) (2 ) (5 ) Total Net Current Period Charges 14 5 19 Payments against reserve and currency (5 ) (8 ) (13 ) Other — 1 1 Accrued Balance at March 31, 2018 $ 23 $ 28 $ 51 In addition, the Company recorded professional support costs associated with the strategic transformation program in Restructuring and related costs of $0 million and $1 million for the three months ended March 31, 2019 and 2018 , respectively. The following table summarizes the total amount of costs incurred in connection with these restructuring programs by segment: Three Months Ended (in millions) 2019 2018 Commercial Industries $ 2 $ 12 Shared IT / Infrastructure & Corporate Costs 14 7 Total Net Restructuring Charges $ 16 $ 19 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt was as follows: (in millions) March 31, 2019 December 31, 2018 Term loan A due 2022 $ 691 $ 705 Term loan B due 2023 831 833 Senior notes due 2024 34 34 Finance lease obligations 23 26 Principal debt balance 1,579 1,598 Debt issuance costs and unamortized discounts (30 ) (31 ) Less: current maturities (53 ) (55 ) Total Long-term Debt $ 1,496 $ 1,512 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 , the Company had outstanding forward exchange contracts with gross notional values of approximately $164 million and $167 million , respectively. Approximately 65% of these contracts mature within three months, 14% in three to six months, 16% 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 10 – Fair Value of Financial Assets and Liabilities |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
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 base on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities. Level 2: Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3: Fair value is estimated using unobservable inputs that are significant to the fair value of the assets or liabilities. Unless noted herein, the Company's valuation methodologies for assets and liabilities measured at fair value are described in Note 10 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . 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 is Level 2. (in millions) March 31, 2019 December 31, 2018 Assets: Foreign exchange contract - forward $ 3 $ 3 Total Assets $ 3 $ 3 Liabilities: Foreign exchange contracts - forwards $ 1 $ 1 Total Liabilities $ 1 $ 1 Summary of Other Financial Assets and Liabilities The estimated fair values of our other financial assets and liabilities were as follows: March 31, 2019 December 31, 2018 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value Assets: Assets held for sale — — 15 15 Liabilities: Long-term debt 1,496 1,478 1,512 1,463 Liabilities held for sale — — 40 40 The fair value amounts for Cash and cash equivalents, Restricted cash, Accounts receivable, net and Short-term debt approximate carrying amounts due to the short-term maturities of these instruments. The fair value of the Goodwill impairment of $284 million recorded for the three months ended March 31, 2019, was estimated based on a discounted cash flow and market multiple analysis (level 3). Refer to Note 18 – Goodwill to the Condensed Consolidated Financial Statements for additional information regarding this impairment charge. The fair value of the Assets held for sale and the Liabilities held for sale were measured based on the sales price less estimated transactions costs (Level 3). Refer to Note 5 – Assets/Liabilities Held for Sale to the Condensed Consolidated Financial Statements for additional information |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has post-retirement savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances, employees from those defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans, employees are allowed to contribute a portion of their salaries and bonuses to the plans. Historically, the Company matched a portion of employee contributions. However, beginning in 2019, the Company has suspended its match to the 401(k) plan for all U.S. employees, except hourly employees. The Company recognized an expense related to its defined contribution plans of $3 million and $8 million for the three months ended March 31, 2019 and 2018 , respectively. As a result of suspending 401(K) match for U.S. employees as indicated above, there was a $3 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (AOCL) | 3 Months Ended |
Mar. 31, 2019 | |
Other Comprehensive Income (Loss) [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, 2018 $ (426 ) $ 2 $ (1 ) $ (425 ) Other comprehensive income (loss) before reclassifications 7 1 — 8 Amounts reclassified from accumulated other comprehensive loss 15 — (1 ) 14 Net current period other comprehensive income (loss) 22 1 (1 ) 22 Balance at March 31, 2019 $ (404 ) $ 3 $ (2 ) $ (403 ) (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2017 $ (437 ) $ 1 $ (58 ) $ (494 ) Other comprehensive income (loss) before reclassifications 9 (1 ) — 8 Amounts reclassified from accumulated other comprehensive loss 5 — — 5 Net current period other comprehensive income (loss) 14 (1 ) — 13 Balance at March 31, 2018 $ (423 ) $ — $ (58 ) $ (481 ) __________ (1) |
Contingencies and Litigation
Contingencies and Litigation | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Litigation | Contingencies and Litigation As more fully discussed below, the Company is involved in a variety of claims, lawsuits, investigations and proceedings concerning: 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, regulations and matters. 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, 2019 . Litigation is inherently unpredictable, and it is not possible to predict the ultimate outcome of these matters and such outcome in any such matters could be in excess of any amounts accrued and could be material to the Company's results of operations, cash flows or financial position in any reporting period. Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and non-consolidated affiliates when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final 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 condensed consolidated financial position or liquidity. As of March 31, 2019 , the Company had accrued its estimate of liability incurred under its indemnification arrangements and guarantees. Litigation Against the Company State of Texas v. Xerox Corporation, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Conduent State Healthcare, LLC (f/k/a Xerox State Healthcare, LLC, f/k/a ACS State Healthcare, LLC) and Conduent Incorporated: On May 9, 2014, the State of Texas, via the Texas Office of Attorney General (the “State”), filed a lawsuit in the 53rd Judicial District Court of Travis County, Texas. The lawsuit alleges that Conduent State Healthcare LLC (f/k/a Xerox State Healthcare, LLC and ACS State Healthcare) (“CSH”), Conduent Business Services LLC (“CBS”) and Conduent Incorporated (“CI”) (collectively, CSH, CBS and CI are referred to herein as the "Conduent Defendants") and Xerox Corporation (together with the Conduent Defendants called “Defendants”) violated the Texas Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health and Human Services (“HHSC”) (the “State Action”). In February 2019 a settlement agreement and release was reached among the Defendants, the State and HHSC. Pursuant to the terms of the Texas Agreement ("Texas Agreement"), the Conduent Defendants will pay the State of Texas $236 million in full settlement of the claims asserted against the Defendants. This amount was payable in installments and all proceedings in the lawsuit were suspended and the State and the HHSC agreed to dismiss the lawsuit with prejudice and release the Defendants from all of the State’s claims after all settlement payments are made. In May 2019, the Defendants entered into the First Amendment to Settlement Agreement and Release with the State (the “Amended Agreement”). Pursuant to the terms of the Amended Agreement, the amount paid to the State by the Conduent Defendants in full settlement of the State Action will be paid as follows: (1) $40 million on or before April 15, 2019 (which the Company has already paid); (2) $78 million on or before May 15, 2019 (the “First Payment”); and (3) $118 million on or before January 15, 2020 (the “Second Payment”). In order to secure the Second Payment, the Company will provide bank issued letters of credit to the State in the full amount of the Second Payment (the “LCs”) which the State may present for payment to the issuing banks if the Conduent Defendants do not make the Second Payment. On the 91 st day following receipt of the First Payment and the LCs, the State will file a dismissal with prejudice dismissing the State Action and fully release and discharge the Defendants. As a result of the change in payment terms pursuant to the Amended Agreement, the Company recognized an additional $13 million of expense in the quarter ended March 31, 2019. Dennis Nasrawi v. Buck Consultants et al.: On October 8, 2009, plaintiffs filed a lawsuit in the Superior Court of California, Stanislaus County, and on November 24, 2009, the case was removed to the U.S. Court for the Eastern District of California, Fresno Division. Plaintiffs allege actuarial negligence against Buck Consultants, LLC (“Buck”), which was a wholly-owned subsidiary of Conduent, for the use of faulty actuarial assumptions in connection with the 2007 actuarial valuation for the Stanislaus County Employees Retirement Association (“StanCERA”). Plaintiffs allege that the employer contribution rate adopted by StanCERA based on Buck’s valuation was insufficient to fund the benefits promised by the County. On July 13, 2012, the Court entered its ruling that the plaintiffs lacked standing to sue in a representative capacity on behalf of all plan participants. The Court also ruled that plaintiffs had adequately pleaded their claim that Buck allegedly aided and abetted StanCERA in breaching its fiduciary duty. Plaintiffs then filed their Fifth Amended Complaint and added StanCERA to the litigation. Buck and StanCERA filed demurrers to the amended complaint. On September 13, 2012, the Court sustained both demurrers with prejudice, completely dismissing the matter and barring plaintiffs from refiling their claims. Plaintiffs appealed, and ultimately the California Court of Appeals (Sixth District) reversed the trial court’s ruling and remanded the case back to the trial court as to Buck only, and only with respect to Plaintiff’s claim of aiding and abetting StanCERA in breaching its fiduciary duty. This case has been stayed pending the outcome of parallel litigation the plaintiffs are pursuing against StanCERA. The parallel litigation was tried before the bench in June 2018, and on January 24, 2019, the court found in favor of StanCERA, holding that it had not breached its fiduciary duty to plaintiffs. Plaintiffs in the parallel litigation have the right to file an appeal, which we expect. Nasrawi remains stayed until the parallel litigation is finally concluded. Absent the court finding that StanCERA breached its fiduciary duty, plaintiffs’ claim against Buck for aiding and abetting said breach would not appear viable. Buck will continue to aggressively defend these lawsuits. In August 2018, Conduent sold Buck Consultants, LLC; however, the Company retained this liability after the sale. The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome or loss, if any. Conduent Business Services, LLC v. Cognizant Business Services, LLC: On April 12, 2017, Conduent Business Services LLC (“Conduent”) filed a lawsuit against Cognizant Business Services Corporation (“Cognizant”) in the Supreme Court of New York County, New York. The lawsuit relates to the Amended and Restated Master Outsourcing Services Agreement effective as of October 24, 2012, and the service delivery contracts and work orders thereunder, between Conduent and Cognizant, as amended and supplemented (the “Contract”). The Contract contains certain minimum purchase obligations by Conduent through the date of expiration. The lawsuit alleges that Cognizant committed multiple breaches of the Contract, including Cognizant’s failure to properly perform its obligations as subcontractor to Conduent under Conduent’s contract with the New York Department of Health to provide a Medicaid Management Information Systems. In the lawsuit, Conduent seeks damages in excess of $150 million . During the first quarter of 2018, Conduent provided notice to Cognizant that it was terminating the Contract for cause and recorded in the same period certain charges associated with the termination. 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 for termination fees. Conduent has responded to Cognizant’s counterclaims by denying the allegations. Conduent will continue to vigorously defend itself against the counterclaims but the Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimate of the possible outcome. Other Matters On January 5, 2016, the Consumer Financial Protection Bureau (the "CFPB") notified Xerox Education Services, Inc. (XES) that, in accordance with the CFPB’s discretionary Notice and Opportunity to Respond and Advise (NORA) process, the CFPB’s Office of Enforcement is considering recommending that the CFPB take legal action against XES, alleging that XES violated the Consumer Financial Protection Act’s prohibition of unfair practices. Should the CFPB have commenced an action, it may have sought restitution, civil monetary penalties, injunctive relief, or other corrective action. The purpose of a NORA letter is to provide a party being investigated an opportunity to present its position to the CFPB before an enforcement action is recommended or commenced. XES submitted its response to the NORA. The CFPB’s NORA stems from an inquiry that commenced in 2014 when XES received and responded to a CFPB Civil Investigative Demand containing a broad request for information. During this process, XES self-disclosed to the U.S. Department of Education (the "Department") and the CFPB certain adjustments of which it had become aware that had not been timely made relating to its servicing of a small percentage of third-party student loans under outsourcing arrangements for various financial institutions. The CFPB, the U.S. Department of Education, the U.S. Department of Justice and several state agencies began similar reviews. XES has cooperated and continues to fully cooperate with all regulatory agencies and has resolved the state agency investigations. As a result of these regulatory inquiries, its own reviews of operations and work performed by external auditors, XES identified and remediated certain other operational issues. XES disclosed these additional operational projects to the Department at the end of the second quarter of 2018 and to the CFPB in late 2018. In the third quarter of 2018, the Company exited the Student Loan Services business. In the first quarter of 2019, the Company resolved the CFPB’s investigation. The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which the Company serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES. Nor is the Company able to predict the likely outcome of these matters, should any such matter be commenced, or reasonably provide an estimate or range of estimates of any loss in excess of current reserves. The Company could, in future periods, incur judgments or enter into settlements to resolve these potential matters for amounts in excess of current reserves and there could be a material adverse effect on the Company's results of operations, cash flows and financial position in the period in which such change in judgment or settlement occurs. Other Contingencies Certain contracts, primarily in the Company's Government Services and Transportation segments, require the Company to provide a surety bond or a letter of credit as a guarantee of performance. As of March 31, 2019 , the Company had $636 million of outstanding surety bonds used to secure its performance of contractual obligations with its clients and $266 million |
Preferred Stock (Notes)
Preferred Stock (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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 pays 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 |
Shareholder's Equity (Notes)
Shareholder's Equity (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |
Stockholders' Equity | Shareholders’ Equity (in millions) Common Stock Additional Paid-in Capital Retained Earnings AOCL Conduent Shareholders' Equity Balance at December 31, 2018 $ 2 $ 3,878 $ (233 ) $ (425 ) $ 3,222 Cash dividends paid - preferred stock — — (2 ) — (2 ) Cumulative impact of adopting the new lease standard — — (8 ) — (8 ) Stock option and incentive plans, net — 1 — — 1 Comprehensive Income (Loss): Net Income (Loss) — — (308 ) — (308 ) Other comprehensive income (loss), net — — — 22 22 Total Comprehensive Income (Loss), Net — — (308 ) 22 (286 ) Balance at March 31, 2019 $ 2 $ 3,879 $ (551 ) $ (403 ) $ 2,927 (in millions) Common Stock Additional Paid-in Capital Retained Earnings AOCL Conduent Shareholders' Equity Balance at December 31, 2017 $ 2 $ 3,850 $ 171 $ (494 ) $ 3,529 Cash dividends paid - preferred stock — — (2 ) — (2 ) Cumulative impact of adopting the new revenue standard — — 17 — 17 Stock option and incentive plans, net — 3 — — 3 Comprehensive Income (Loss): Net Income (Loss) — — (50 ) — (50 ) Other comprehensive income (loss), net — — — 13 13 Total Comprehensive Income (Loss), Net — — (50 ) 13 (37 ) Balance at March 31, 2018 $ 2 $ 3,853 $ 136 $ (481 ) $ 3,510 |
Earnings per Share (Notes)
Earnings per Share (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share We did not declare any common stock dividends in the periods presented. The following table sets forth the computation of basic and diluted earnings per share of common stock: Three Months Ended (in millions, except per share data in whole dollars and shares in thousands) 2019 2018 Net income (loss) $ (308 ) $ (50 ) Accrued dividends on preferred stock (2 ) (2 ) Adjusted Net Income (Loss) Available to Common Shareholders $ (310 ) $ (52 ) Weighted average common shares outstanding 207,944 205,093 Common shares issuable with respect to: Stock options — — Restricted stock and performance units / shares — — Adjusted Weighted Average Common Shares Outstanding 207,944 205,093 Net Income (Loss) per Share: Basic $ (1.49 ) $ (0.26 ) Diluted $ (1.49 ) $ (0.26 ) The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands): Stock Options 110 317 Restricted stock and performance shares/units 5,124 5,527 Convertible preferred stock 5,393 5,393 Total Anti-Dilutive Securities 10,627 11,237 |
Supplementary Financial Informa
Supplementary Financial Information (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | Supplementary Financial Information The components of Other current liabilities were as follows: (in millions) March 31, December 31, Accrued liabilities $ 308 $ 307 Legal settlements 280 147 Current operating lease liabilities 112 — All other liabilities 117 113 Total Other Current Liabilities $ 817 $ 567 |
Other Current Liabilities [Table Text Block] | The components of Other current liabilities were as follows: (in millions) March 31, December 31, Accrued liabilities $ 308 $ 307 Legal settlements 280 147 Current operating lease liabilities 112 — All other liabilities 117 113 Total Other Current Liabilities $ 817 $ 567 |
Goodwill (Notes)
Goodwill (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill As a result of the Transportation reporting unit experiencing unanticipated losses of certain customer contracts, lower than expected new customer contracts and higher costs of delivery (all subsequent to February 2019), the growth of this reporting unit decreased resulting in its fair value being below its carrying value by approximately $284 million . As a result, the Company recorded a pre-tax impairment charge of approximately $284 million |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Standards Adopted | New Accounting Standards Adopted Leases: The Company adopted the updated lease guidance as of January 1, 2019, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are, or contain, leases, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company did not elect to apply the hindsight practical expedient. Additionally, the Company has elected not to include short-term leases, with a term of 12 months or less, on its Condensed Consolidated Balance Sheets. The impact of adopting this new guidance resulted in an increase to Operating lease right-of-use (ROU) assets of $387 million , an increase to Other current liabilities of $103 million , a decrease to Other long-term liabilities of $21 million , an increase to Operating lease liabilities of $316 million and a net decrease to opening retained earnings (deficit) of $8 million as of January 1, 2019. The adoption did not have an impact on the Company’s Condensed Consolidated Statements of Income (Loss) or Condensed Consolidated Statements of Cash Flows. Summary of Accounting Policies Leases The Company determines if an arrangement is a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. The Company has operating and finance leases for real estate and equipment. Operating leases are included in Operating lease ROU assets, Other current liabilities, and Operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Current portion of long-term debt, and Long-term debt in our Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option based on economic factors. The Company recognizes operating fixed lease expense and finance lease depreciation on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases. The components of lease costs were as follows: (in millions) Three Months Ended March 31, 2019 Finance Lease Costs: Amortization of right of use assets $ 3 Total Finance Lease Costs $ 3 Operating lease costs: Base rent $ 31 Short-term lease costs 3 Variable lease costs (1) 7 Sublease income (1 ) Total Operating Lease Costs $ 40 __________ (1) Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases. Interest expense related to the finance leases for the three months ended March 31, 2019 was immaterial. Supplemental cash flow information related to leases was as follows: (in millions) Three Months Ended March 31, 2019 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (30 ) Financing cash flow from finance leases $ (3 ) Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations: Operating leases $ 6 Supplemental balance sheet information related to leases was as follows: (in millions) March 31, 2019 Operating Leases: Operating lease right of use assets $ 338 Other current liabilities $ 112 Operating lease liabilities 282 Total Operating Lease Liabilities $ 394 Finance Leases: Land, buildings and Equipment, net $ 21 Current portion of long-term debt $ 9 Long-term debt 14 Total Finance Lease Liabilities $ 23 The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The weighted average discount rates for operating and finance leases were 5.2% and 4.8% , respectively. The weighted average remaining lease terms for operating and finance leases at March 31, 2019 , were 5 years and 3 years , respectively. The aggregate future lease payments for operating leases were as follows: March 31, 2019 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 (remaining) $ 100 2020 105 2021 75 2022 52 2023 35 Thereafter 84 Total undiscounted operating lease payments 451 Less imputed interest 57 Present value of operating lease liabilities $ 394 Maturities of finance lease liabilities were as follows: March 31, 2019 (in millions) Finance Lease Payments 2019 (remaining) $ 8 2020 6 2021 5 2022 4 2023 1 Thereafter — Total undiscounted finance lease payments 24 Less imputed interest 1 Present value of finance lease liabilities $ 23 As of March 31, 2019, the Company had an additional operating lease for real estate of $14 million , which has not commenced and has not been recognized on the Company's Consolidated Balance Sheet. This operating lease is expected to commence in 2019 with a lease term of 10 years . As previously disclosed in Note 5 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, under the previous lease accounting, future minimum lease payments for operating leases having initial or remaining non-cancelable lease term in excess of one year were as follows: December 31, 2018 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 $ 153 2020 113 2021 78 2022 53 2023 33 Thereafter 76 Total minimum operating lease payments $ 506 New Accounting Standards To Be Adopted Credit Losses: |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Components of Lease Costs and Supplemental Balance Sheet Information Related to Leases | Supplemental cash flow information related to leases was as follows: (in millions) Three Months Ended March 31, 2019 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (30 ) Financing cash flow from finance leases $ (3 ) Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations: Operating leases $ 6 (in millions) Three Months Ended March 31, 2019 Finance Lease Costs: Amortization of right of use assets $ 3 Total Finance Lease Costs $ 3 Operating lease costs: Base rent $ 31 Short-term lease costs 3 Variable lease costs (1) 7 Sublease income (1 ) Total Operating Lease Costs $ 40 __________ (1) |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: (in millions) March 31, 2019 Operating Leases: Operating lease right of use assets $ 338 Other current liabilities $ 112 Operating lease liabilities 282 Total Operating Lease Liabilities $ 394 Finance Leases: Land, buildings and Equipment, net $ 21 Current portion of long-term debt $ 9 Long-term debt 14 Total Finance Lease Liabilities $ 23 |
Aggregate Future Lease Payments for Operating Leases | The aggregate future lease payments for operating leases were as follows: March 31, 2019 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 (remaining) $ 100 2020 105 2021 75 2022 52 2023 35 Thereafter 84 Total undiscounted operating lease payments 451 Less imputed interest 57 Present value of operating lease liabilities $ 394 |
Maturities of Finance Lease Liabilities | Maturities of finance lease liabilities were as follows: March 31, 2019 (in millions) Finance Lease Payments 2019 (remaining) $ 8 2020 6 2021 5 2022 4 2023 1 Thereafter — Total undiscounted finance lease payments 24 Less imputed interest 1 Present value of finance lease liabilities $ 23 |
Schedule of Future Minimum Lease Payments for Operating Leases | As previously disclosed in Note 5 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, under the previous lease accounting, future minimum lease payments for operating leases having initial or remaining non-cancelable lease term in excess of one year were as follows: December 31, 2018 (in millions) Operating Lease Payments Maturity Of Lease Liabilities: 2019 $ 153 2020 113 2021 78 2022 53 2023 33 Thereafter 76 Total minimum operating lease payments $ 506 |
Revenue, Contract Assets and _2
Revenue, Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Major Service Line | The following table provides information about disaggregated revenue by major service line, the timing of revenue recognition and a reconciliation of the disaggregated revenue by reportable segments. Refer to Note 4 – Segment Reporting for additional information on the Company's reportable segments. Three Months Ended March 31, (in millions) 2019 2018 Commercial Industries: Omni-channel communications $ 211 $ 219 Human resource services 182 187 Industry services 219 248 Total Commercial Industries 612 654 Government Services: Government Services and Healthcare 119 114 Payment Services 74 82 State and Local 119 126 Federal 13 13 Total Government Services 325 335 Transportation: Tolling 79 72 Transit 54 54 Photo and Parking 48 46 Commercial Vehicle 3 4 Total Transportation 184 176 Other: Divestitures 36 248 Education 1 7 Total Other 37 255 Total Consolidated Revenue $ 1,158 $ 1,420 Timing of Revenue Recognition: Point in time $ 39 $ 36 Over time 1,119 1,384 Total Revenue $ 1,158 $ 1,420 |
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, 2019 December 31, 2018 Contract Assets (Unearned Income) Current contract assets $ 197 $ 177 Long-term contract assets (1) 14 7 Current unearned income (103 ) (112 ) Long-term unearned income (2) (29 ) (32 ) Net Contract Assets (Unearned Income) $ 79 $ 40 Accounts receivable, net $ 820 $ 782 __________ (1) Presented in Other long-term assets in the Condensed Consolidated Balance Sheets (2) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Selected financial information for our reportable segments is as follows: Three Months Ended March 31, (in millions) Commercial Industries Government Services Transportation Other Shared IT / Infrastructure & Corporate Costs Total March 31, 2019 Divestitures Other Revenue $ 612 $ 325 $ 184 $ 36 $ 1 $ — $ 1,158 Segment profit (loss) $ 113 $ 86 $ 20 $ 1 $ — $ (151 ) $ 69 Segment depreciation and amortization $ 22 $ 9 $ 9 $ — $ — $ 14 $ 54 Adjusted EBITDA $ 135 $ 95 $ 29 $ 1 $ — $ (137 ) $ 123 March 31, 2018 Revenue $ 654 $ 335 $ 176 $ 248 $ 7 $ — $ 1,420 Segment profit (loss) $ 110 $ 108 $ 27 $ 39 $ (3 ) $ (176 ) $ 105 Segment depreciation and amortization $ 28 $ 7 $ 8 $ 2 $ 1 $ 10 $ 56 Adjusted EBITDA $ 138 $ 115 $ 35 $ 41 $ (2 ) $ (166 ) $ 161 (in millions) Three Months Ended March 31, Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2019 2018 Income (Loss) Before Income Taxes $ (338 ) $ (54 ) Reconciling items: Amortization of acquired intangible assets 62 61 Restructuring and related costs 16 20 Interest expense 20 33 Goodwill impairment 284 — (Gain) loss on divestitures and transaction costs 14 15 Litigation costs (recoveries), net 12 31 Other (income) expenses, net (1 ) (1 ) Segment Pre-tax Income (Loss) $ 69 $ 105 Segment depreciation and amortization (including contract inducements) $ 54 $ 56 Adjusted EBITDA $ 123 $ 161 |
Reconciliation to pre-tax income (loss) | (in millions) Three Months Ended March 31, Segment Profit (Loss) Reconciliation to Pre-tax Income (Loss) 2019 2018 Income (Loss) Before Income Taxes $ (338 ) $ (54 ) Reconciling items: Amortization of acquired intangible assets 62 61 Restructuring and related costs 16 20 Interest expense 20 33 Goodwill impairment 284 — (Gain) loss on divestitures and transaction costs 14 15 Litigation costs (recoveries), net 12 31 Other (income) expenses, net (1 ) (1 ) Segment Pre-tax Income (Loss) $ 69 $ 105 Segment depreciation and amortization (including contract inducements) $ 54 $ 56 Adjusted EBITDA $ 123 $ 161 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The Company’s purchase price allocation for the HSP acquisition is preliminary and subject to revision as additional information related to the fair value of assets and liabilities becomes available. The preliminary purchase price based upon the current determination of fair values as at March 31, 2019 was as follows: (in millions) March 31, 2019 Fair Value of Consideration Transferred: Cash paid $ 90 Recorded earn-out payable 7 Total Consideration $ 97 Allocation of Purchase Price: Net tangible assets $ 10 Costs Assigned to Intangible Assets Developed technology 20 Customer relationships 18 Trademarks and trade names 1 Goodwill 48 Total Intangible Assets 87 Total Assets $ 97 |
Restructuring Programs (Tables)
Restructuring Programs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | A summary of the Company's restructuring program activity during the three months ended March 31, 2019 and 2018 was as follows: (in millions) Severance and Related Costs Lease Cancellation and Other Costs Total Accrued Balance at December 31, 2018 $ 13 $ 36 $ 49 Restructuring provision 3 14 17 Adjustments to prior accruals — (1 ) (1 ) Total Net Current Period Charges 3 13 16 Payments against reserve and currency (5 ) (6 ) (11 ) Adoption of new lease standard — (22 ) (22 ) Other — (3 ) (3 ) Accrued Balance at March 31, 2019 $ 11 $ 18 $ 29 (in millions) Severance and Related Costs Lease Cancellation and Other Costs Total Accrued Balance at December 31, 2017 $ 14 $ 30 $ 44 Restructuring provision 17 7 24 Adjustments to prior accruals (3 ) (2 ) (5 ) Total Net Current Period Charges 14 5 19 Payments against reserve and currency (5 ) (8 ) (13 ) Other — 1 1 Accrued Balance at March 31, 2018 $ 23 $ 28 $ 51 |
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 segment: Three Months Ended (in millions) 2019 2018 Commercial Industries $ 2 $ 12 Shared IT / Infrastructure & Corporate Costs 14 7 Total Net Restructuring Charges $ 16 $ 19 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt was as follows: (in millions) March 31, 2019 December 31, 2018 Term loan A due 2022 $ 691 $ 705 Term loan B due 2023 831 833 Senior notes due 2024 34 34 Finance lease obligations 23 26 Principal debt balance 1,579 1,598 Debt issuance costs and unamortized discounts (30 ) (31 ) Less: current maturities (53 ) (55 ) Total Long-term Debt $ 1,496 $ 1,512 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 is Level 2. (in millions) March 31, 2019 December 31, 2018 Assets: Foreign exchange contract - forward $ 3 $ 3 Total Assets $ 3 $ 3 Liabilities: Foreign exchange contracts - forwards $ 1 $ 1 Total Liabilities $ 1 $ 1 |
Estimated fair values of financial assets and liabilities not measured at fair value on a recurring basis | The estimated fair values of our other financial assets and liabilities were as follows: March 31, 2019 December 31, 2018 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value Assets: Assets held for sale — — 15 15 Liabilities: Long-term debt 1,496 1,478 1,512 1,463 Liabilities held for sale — — 40 40 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (AOCL) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Comprehensive Income (Loss) [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, 2018 $ (426 ) $ 2 $ (1 ) $ (425 ) Other comprehensive income (loss) before reclassifications 7 1 — 8 Amounts reclassified from accumulated other comprehensive loss 15 — (1 ) 14 Net current period other comprehensive income (loss) 22 1 (1 ) 22 Balance at March 31, 2019 $ (404 ) $ 3 $ (2 ) $ (403 ) (in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total Balance at December 31, 2017 $ (437 ) $ 1 $ (58 ) $ (494 ) Other comprehensive income (loss) before reclassifications 9 (1 ) — 8 Amounts reclassified from accumulated other comprehensive loss 5 — — 5 Net current period other comprehensive income (loss) 14 (1 ) — 13 Balance at March 31, 2018 $ (423 ) $ — $ (58 ) $ (481 ) __________ (1) All amounts are net of tax. Tax effects were immaterial. |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Shareholders’ Equity (in millions) Common Stock Additional Paid-in Capital Retained Earnings AOCL Conduent Shareholders' Equity Balance at December 31, 2018 $ 2 $ 3,878 $ (233 ) $ (425 ) $ 3,222 Cash dividends paid - preferred stock — — (2 ) — (2 ) Cumulative impact of adopting the new lease standard — — (8 ) — (8 ) Stock option and incentive plans, net — 1 — — 1 Comprehensive Income (Loss): Net Income (Loss) — — (308 ) — (308 ) Other comprehensive income (loss), net — — — 22 22 Total Comprehensive Income (Loss), Net — — (308 ) 22 (286 ) Balance at March 31, 2019 $ 2 $ 3,879 $ (551 ) $ (403 ) $ 2,927 (in millions) Common Stock Additional Paid-in Capital Retained Earnings AOCL Conduent Shareholders' Equity Balance at December 31, 2017 $ 2 $ 3,850 $ 171 $ (494 ) $ 3,529 Cash dividends paid - preferred stock — — (2 ) — (2 ) Cumulative impact of adopting the new revenue standard — — 17 — 17 Stock option and incentive plans, net — 3 — — 3 Comprehensive Income (Loss): Net Income (Loss) — — (50 ) — (50 ) Other comprehensive income (loss), net — — — 13 13 Total Comprehensive Income (Loss), Net — — (50 ) 13 (37 ) Balance at March 31, 2018 $ 2 $ 3,853 $ 136 $ (481 ) $ 3,510 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share of common stock: Three Months Ended (in millions, except per share data in whole dollars and shares in thousands) 2019 2018 Net income (loss) $ (308 ) $ (50 ) Accrued dividends on preferred stock (2 ) (2 ) Adjusted Net Income (Loss) Available to Common Shareholders $ (310 ) $ (52 ) Weighted average common shares outstanding 207,944 205,093 Common shares issuable with respect to: Stock options — — Restricted stock and performance units / shares — — Adjusted Weighted Average Common Shares Outstanding 207,944 205,093 Net Income (Loss) per Share: Basic $ (1.49 ) $ (0.26 ) Diluted $ (1.49 ) $ (0.26 ) The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive (shares in thousands): Stock Options 110 317 Restricted stock and performance shares/units 5,124 5,527 Convertible preferred stock 5,393 5,393 Total Anti-Dilutive Securities 10,627 11,237 |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities [Table Text Block] | The components of Other current liabilities were as follows: (in millions) March 31, December 31, Accrued liabilities $ 308 $ 307 Legal settlements 280 147 Current operating lease liabilities 112 — All other liabilities 117 113 Total Other Current Liabilities $ 817 $ 567 |
Recent Accounting Pronounceme_4
Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use assets | $ 338 | $ 0 | |
Other current liabilities | 817 | 567 | |
Other long-term liabilities | 99 | $ 280 | |
Present value of operating lease liabilities | $ 394 | ||
Weighted average remaining lease term, operating leases | 5 years | ||
Weighted average remaining lease term, finance leases | 3 years | ||
Weighted average discount rate, operating leases | 5.20% | ||
Weighted average discount rate, finance leases | 4.80% | ||
Operating lease, not yet commenced | $ 14 | ||
Operating lease, not yet commenced, term | 10 years | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use assets | $ 387 | ||
Other current liabilities | 103 | ||
Other long-term liabilities | (21) | ||
Present value of operating lease liabilities | 316 | ||
Effect to opening retained earnings (deficit) | $ (8) |
Recent Accounting Pronounceme_5
Recent Accounting Pronouncements - Components of Lease Costs (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Leases [Abstract] | |
Amortization of right of use assets | $ 3 |
Total Finance Lease Costs | 3 |
Base rent | 31 |
Short-term lease costs | 3 |
Variable lease costs | 7 |
Sublease income | (1) |
Total Operating Lease Costs | $ 40 |
Recent Accounting Pronounceme_6
Recent Accounting Pronouncements - Supplemental Cash Flow Information Related to Leases (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for the amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ (30) |
Financing cash flow from finance leases | (3) |
Supplemental non-cash information on right of use assets obtained in exchange for new lease obligations:, operating leases | $ 6 |
Recent Accounting Pronounceme_7
Recent Accounting Pronouncements - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Leases: | ||
Operating lease right of use assets | $ 338 | $ 0 |
Other current liabilities | 112 | 0 |
Operating lease liabilities | 282 | $ 0 |
Total Operating Lease Liabilities | 394 | |
Finance Leases: | ||
Land, buildings and Equipment, net | 21 | |
Current portion of long-term debt | 9 | |
Long-term debt | 14 | |
Total Finance Lease Liabilities | $ 23 |
Recent Accounting Pronounceme_8
Recent Accounting Pronouncements Recent Accounting Pronouncements - Future Lease Payments for Operating Leases (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Maturity Of Lease Liabilities: | ||
2019 (remaining) | $ 100 | |
2020 | 105 | |
2021 | 75 | |
2022 | 52 | |
2023 | 35 | |
Thereafter | 84 | |
Total undiscounted operating lease payments | 451 | |
Less imputed interest | 57 | |
Present value of operating lease liabilities | $ 394 | |
Operating Leases, Before Adoption of 842 | ||
2019 | $ 153 | |
2020 | 113 | |
2021 | 78 | |
2022 | 53 | |
2023 | 33 | |
Thereafter | 76 | |
Total minimum operating lease payments | $ 506 |
Recent Accounting Pronounceme_9
Recent Accounting Pronouncements Recent Accounting Pronouncements - Maturities of Finance Lease Liabilities (Details) $ in Millions | Mar. 31, 2019USD ($) |
Finance Lease Payments | |
2019 (remaining) | $ 8 |
2020 | 6 |
2021 | 5 |
2022 | 4 |
2023 | 1 |
Thereafter | 0 |
Total undiscounted finance lease payments | 24 |
Less imputed interest | 1 |
Present value of finance lease liabilities | $ 23 |
Revenue, Contract Assets and _3
Revenue, Contract Assets and Liabilities - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,158 | $ 1,420 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 39 | 36 |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,119 | 1,384 |
Commercial Industries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 612 | 654 |
Commercial Industries | Omni-Channel Communications | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 211 | 219 |
Commercial Industries | Human Resource Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 182 | 187 |
Commercial Industries | industry Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 219 | 248 |
Government services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 325 | 335 |
Government services | Government Services and Health | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 119 | 114 |
Government services | Payment Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 74 | 82 |
Government services | State and Local | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 119 | 126 |
Government services | Federal | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13 | 13 |
Transportation Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 184 | 176 |
Transportation Services | Tolling | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 79 | 72 |
Transportation Services | Transit | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 54 | 54 |
Transportation Services | Photo and Parking | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48 | 46 |
Transportation Services | Commercial Vehicle | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3 | 4 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 37 | 255 |
Other | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 36 | 248 |
Other | Education | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1 | $ 7 |
Revenue, Contract Assets and _4
Revenue, Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Contract Assets (Unearned Income) | |||
Current contract assets | $ 197 | $ 177 | |
Long-term contract assets | 14 | 7 | |
Current unearned income | (103) | (112) | |
Long-term unearned income | (29) | (32) | |
Net Contract Assets (Unearned Income) | 79 | 40 | |
Accounts receivable, net | 820 | $ 782 | |
Revenue recognized | $ 53 | $ 83 |
Revenue, Contract Assets and _5
Revenue, Contract Assets and Liabilities - Remaining Performance Obligation (Details) $ in Billions | Mar. 31, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 65.00% |
Remaining performance obligation, expected timing of satisfaction | 2 years |
Segment Reporting - Segment Rev
Segment Reporting - Segment Revenue and Segment Profit (Loss) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)primaryreportablesegment | Mar. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,158 | $ 1,420 |
Revenue | $ 1,158 | 1,420 |
Primary reportable segments | primaryreportablesegment | 3 | |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | $ 54 | 56 |
Segment Pre-tax Income (Loss) | 69 | 105 |
Segment Adjusted EBITDA | 123 | 161 |
Commercial Industries | ||
Segment Reporting Information [Line Items] | ||
Revenues | 612 | 654 |
Revenue | 612 | 654 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 22 | 28 |
Segment Pre-tax Income (Loss) | 113 | 110 |
Segment Adjusted EBITDA | 135 | 138 |
Government services | ||
Segment Reporting Information [Line Items] | ||
Revenues | 325 | 335 |
Revenue | 325 | 335 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 9 | 7 |
Segment Pre-tax Income (Loss) | 86 | 108 |
Segment Adjusted EBITDA | 95 | 115 |
Transportation Services | ||
Segment Reporting Information [Line Items] | ||
Revenues | 184 | 176 |
Revenue | 184 | 176 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 9 | 8 |
Segment Pre-tax Income (Loss) | 20 | 27 |
Segment Adjusted EBITDA | 29 | 35 |
Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37 | 255 |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 14 | 10 |
Segment Pre-tax Income (Loss) | (151) | (176) |
Segment Adjusted EBITDA | (137) | (166) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36 | 248 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 0 | 2 |
Segment Pre-tax Income (Loss) | 1 | 39 |
Segment Adjusted EBITDA | 1 | 41 |
Education | Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1 | 7 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 0 | 1 |
Segment Pre-tax Income (Loss) | 0 | (3) |
Segment Adjusted EBITDA | $ 0 | $ (2) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation Of Operating Profit Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Income (Loss) before Income Taxes | $ (338) | $ (54) |
Reconciling items: | ||
Amortization of intangible assets | (62) | (61) |
Restructuring and related costs | 16 | 20 |
Interest expense | 20 | 33 |
Goodwill impairment | 284 | 0 |
(Gain) Loss on divestitures and transaction costs | (14) | (15) |
Litigation costs (recoveries), net | 12 | 31 |
Other (income) expenses, net | (1) | (1) |
Segment Pre-tax Income (Loss) | 69 | 105 |
Depreciation and Amortization, excluding Amortization of Acquired Intangible Assets | 54 | 56 |
Segment Adjusted EBITDA | $ 123 | $ 161 |
Assets_Liabilities Held for S_2
Assets/Liabilities Held for Sale (Details) - Customer Care Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Additional Pre-tax loss on disposal and adjustment to final sales price | $ 12 | |
Divestiture revenue | $ 36 | $ 439 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 1,158 | $ 1,420 | |||
Goodwill | 3,171 | $ 3,408 | |||
Health Solutions Plus [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenues | 4 | ||||
Business Combination, Consideration Transferred | $ 90 | 90 | |||
Business Combination, Contingent Consideration, Liability | 7 | ||||
Business Acquisition, Total consideration | 97 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10 | ||||
Goodwill | 48 | ||||
Intangible Assets, Net (Including Goodwill) | 87 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 97 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 8 | ||||
Business Combination, Contingent Consideration Arrangements Period | 2 years | ||||
Goodwill, Portion Currently Not Tax Deductible | $ 7 | ||||
Income (Loss) from Subsidiaries, before Tax | $ 3 | ||||
Developed Technology [Member] | Health Solutions Plus [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Lives | 7 years | ||||
Finite-Lived Intangible Assets, Gross | $ 20 | ||||
Customer Relationships [Member] | Health Solutions Plus [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Lives | 15 years | ||||
Finite-Lived Intangible Assets, Gross | $ 18 | ||||
Trademarks and Trade Names [Member] | Health Solutions Plus [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Lives | 1 year 6 months | ||||
Finite-Lived Intangible Assets, Gross | $ 1 |
Restructuring Programs (Details
Restructuring Programs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Strategic transformation costs | $ 0 | $ 1 |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 49 | 44 |
Restructuring Charges | 17 | 24 |
Reversals of prior accruals | (1) | (5) |
Restructuring, Net Current Period Charges | 16 | 19 |
Restructuring payments against reserve and currency | (11) | (13) |
Adjustment for right-of-use assets | (22) | |
Other Restructuring Costs | (3) | 1 |
Balance at end of period | 29 | 51 |
Net current period restructuring charges, continuing operations | 16 | 19 |
Commercial Industries | ||
Restructuring Reserve [Roll Forward] | ||
Net current period restructuring charges, continuing operations | 2 | 12 |
Corporate, Non-Segment [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Net current period restructuring charges, continuing operations | 14 | 7 |
Severance and Related Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 13 | 14 |
Restructuring Charges | 3 | 17 |
Reversals of prior accruals | 0 | (3) |
Restructuring, Net Current Period Charges | 3 | 14 |
Restructuring payments against reserve and currency | (5) | (5) |
Adjustment for right-of-use assets | 0 | |
Other Restructuring Costs | 0 | 0 |
Balance at end of period | 11 | 23 |
Lease Cancellation and Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 36 | 30 |
Restructuring Charges | 14 | 7 |
Reversals of prior accruals | (1) | (2) |
Restructuring, Net Current Period Charges | 13 | 5 |
Restructuring payments against reserve and currency | (6) | (8) |
Adjustment for right-of-use assets | (22) | |
Other Restructuring Costs | (3) | 1 |
Balance at end of period | 18 | $ 28 |
Data Center Consolidation [Member] | Lease Cancellation and Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Charges | $ 9 |
Debt - Debt Issuances (Details)
Debt - Debt Issuances (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 23 | $ 26 |
Principal debt balance | 1,579 | 1,598 |
Debt issuance costs and unamortized discounts | (30) | (31) |
Less: current maturities | (53) | (55) |
Total Long-term Debt | 1,496 | 1,512 |
Term Loan A due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 691 | 705 |
Term Loan B due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 831 | 833 |
Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 34 | $ 34 |
Financial Instruments - Foreign
Financial Instruments - Foreign Exchange Risk Management (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Notional Value | $ 164 | $ 167 |
Average Maturity of Foreign Exchange Hedging Contracts - within Three Months | 65.00% | |
Average Maturity of Foreign Exchange Hedging Contracts - within Three and Six Months | 14.00% | |
Average Maturity of Foreign Exchange Hedging Contracts - within Six and Twelve Months | 16.00% | |
Average Maturity of Foreign Exchange Hedging Contracts - greater than twelve months | 5.00% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Recurring (Details) - Significant Other Observable Inputs (Level 2) [Member] - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Total Assets | $ 3 | $ 3 |
Liabilities: | ||
Foreign derivative contracts | 1 | 1 |
Total Liabilities | 1 | 1 |
Foreign Exchange Forward [Member] | ||
Assets: | ||
Foreign exchange contracts | $ 3 | $ 3 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Nonrecurring (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Goodwill impairment | $ 284 | $ 0 | |
Fair Value, Measurements, Nonrecurring [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets held for sale | 0 | $ 15 | |
Long-term debt | 1,496 | 1,512 | |
Liabilities held for sale | 0 | 40 | |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets held for sale | 0 | 15 | |
Long-term debt | 1,478 | 1,463 | |
Liabilities held for sale | $ 0 | $ 40 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pension Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plans | $ 3 | $ 8 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (AOCL) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | ||
Balance at beginning of period | $ (425) | $ (494) |
Other comprehensive income (loss) before reclassifications | 8 | 8 |
Net current period other comprehensive income (loss) | 14 | 5 |
Other Comprehensive Income (Loss), Net | 22 | 13 |
Balance at end of period | (403) | (481) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | ||
Balance at beginning of period | (426) | (437) |
Other comprehensive income (loss) before reclassifications | 7 | 9 |
Net current period other comprehensive income (loss) | 15 | 5 |
Other Comprehensive Income (Loss), Net | 22 | 14 |
Balance at end of period | (404) | (423) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | ||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | ||
Balance at beginning of period | 2 | 1 |
Other comprehensive income (loss) before reclassifications | 1 | (1) |
Net current period other comprehensive income (loss) | 0 | 0 |
Other Comprehensive Income (Loss), Net | 1 | (1) |
Balance at end of period | 3 | 0 |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||
Changes in Accumulated Other Comprehensive Loss (AOCL) [Roll Forward] | ||
Balance at beginning of period | (1) | (58) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Net current period other comprehensive income (loss) | (1) | 0 |
Other Comprehensive Income (Loss), Net | (1) | 0 |
Balance at end of period | $ (2) | $ (58) |
Contingencies and Litigation -
Contingencies and Litigation - Other Contingencies (Details) $ in Millions | Mar. 31, 2019USD ($) |
Surety Bond [Member] | |
Guarantor Obligations [Line Items] | |
Maximum exposure, undiscounted | $ 636 |
Contractual and Corporate Obligations Guarantee [Member] | |
Guarantor Obligations [Line Items] | |
Maximum exposure, undiscounted | $ 266 |
Contingencies and Litigation -
Contingencies and Litigation - Loss Contingency (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)claim | |
State Of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC [Member] | ||
Loss Contingencies [Line Items] | ||
loss contingencies, settlement amount | $ 236 | |
Loss Contingency, Damages Paid, Value | 40 | |
loss contingencies, agreed upon settlement amount to be paid within 1 month | 78 | |
loss contingencies, agreed upon settlement amount to be paid within 1 year | 118 | |
Loss Contingency, Loss in Period | 13 | |
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, New Claims Filed, Number | claim | 2 | |
Loss Contingency, Damages Sought, Value | $ 47 | |
Loss on Contract Termination | $ 25 | |
Contractual and Corporate Obligations Guarantee [Member] | ||
Loss Contingencies [Line Items] | ||
Maximum exposure, undiscounted | 266 | |
Surety Bond [Member] | ||
Loss Contingencies [Line Items] | ||
Maximum exposure, undiscounted | $ 636 |
Contingencies and Litigation _2
Contingencies and Litigation - Gain Contingency (Details) $ in Millions | Dec. 31, 2017USD ($) |
Conduent Business Services, LLC v. Cognizant Business Service, LLC [Member] | |
Gain Contingencies [Line Items] | |
Gain Contingency, Unrecorded Amount | $ 150 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | ||
Preferred Stock, Shares Issued | 120,000 | |
Preferred Stock, Liquidation Preference, Value | $ 120 | |
Preferred Stock, Value, Issued | $ 142 | |
Preferred Stock, Dividend Rate, Percentage | 8.00% | |
Preferred stock annual dividends | $ 9.6 | |
Total shares available for issuance (in shares) | 5,393,000 | |
Preferred Stock Initial Conversion Price per Share | $ 22.25 | |
Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Shares issued upon conversion (in shares) | 44.9438 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | $ 3,222 | |||
Net income (loss) | (308) | $ (50) | ||
Other comprehensive income (loss), net | 22 | 13 | ||
Comprehensive Income (Loss), Net | (286) | (37) | ||
Balance at period end | 2,927 | |||
Common Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | 2 | 2 | ||
Cash dividends paid - preferred stock | 0 | 0 | ||
Stock option and incentive plans, net | 0 | 0 | ||
Net income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net | 0 | 0 | ||
Comprehensive Income (Loss), Net | 0 | 0 | ||
Balance at period end | 2 | 2 | ||
Additional Paid-in Capital [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | 3,878 | 3,850 | ||
Cash dividends paid - preferred stock | 0 | 0 | ||
Stock option and incentive plans, net | (1) | 3 | ||
Net income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net | 0 | 0 | ||
Comprehensive Income (Loss), Net | 0 | 0 | ||
Balance at period end | 3,879 | 3,853 | ||
Retained Earnings [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | (233) | 171 | ||
Cash dividends paid - preferred stock | (2) | (2) | ||
Stock option and incentive plans, net | 0 | 0 | ||
Net income (loss) | (308) | (50) | ||
Other comprehensive income (loss), net | 0 | 0 | ||
Comprehensive Income (Loss), Net | (308) | (50) | ||
Balance at period end | (551) | 136 | ||
AOCL Attributable to Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | (425) | (494) | ||
Cash dividends paid - preferred stock | 0 | 0 | ||
Stock option and incentive plans, net | 0 | 0 | ||
Net income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net | 22 | 13 | ||
Comprehensive Income (Loss), Net | 22 | 13 | ||
Balance at period end | (403) | (481) | ||
Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at period start | 3,222 | 3,529 | ||
Cash dividends paid - preferred stock | (2) | (2) | ||
Stock option and incentive plans, net | (1) | 3 | ||
Net income (loss) | (308) | (50) | ||
Other comprehensive income (loss), net | 22 | 13 | ||
Comprehensive Income (Loss), Net | (286) | (37) | ||
Balance at period end | $ 2,927 | $ 3,510 | ||
Accounting Standards Update 2014-09 [Member] | Common Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | $ 0 | |||
Accounting Standards Update 2014-09 [Member] | Additional Paid-in Capital [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | 0 | |||
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | 17 | |||
Accounting Standards Update 2014-09 [Member] | AOCL Attributable to Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | 0 | |||
Accounting Standards Update 2014-09 [Member] | Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | $ 17 | |||
Accounting Standards Update 2014-09 | Common Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | $ 0 | |||
Accounting Standards Update 2014-09 | Additional Paid-in Capital [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | 0 | |||
Accounting Standards Update 2014-09 | Retained Earnings [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | (8) | |||
Accounting Standards Update 2014-09 | AOCL Attributable to Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | 0 | |||
Accounting Standards Update 2014-09 | Parent [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cumulative impact of adopting the new lease standard | $ (8) |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss from continuing operations | $ (308) | $ (50) |
Preferred Stock Dividends and Other Adjustments | (2) | (2) |
Adjusted Net Income Available to Common Shareholders, Common | $ (310) | $ (52) |
Weighted average number of shares outstanding, Basic | 207,944 | 205,093 |
Loss from continuing operations, per basic share | $ (1.49) | $ (0.26) |
Earnings Per Share, Basic | $ (1.49) | $ (0.26) |
Weighted average number of shares outstanding, Diluted | 207,944 | 205,093 |
Loss from continuing operations, per diluted share | $ (1.49) | $ (0.26) |
Earnings Per Share, Diluted | $ (1.49) | $ (0.26) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,627 | 11,237 |
Restricted Stock and Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,124 | 5,527 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 110 | 317 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,393 | 5,393 |
Restricted Stock and Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
Earnings per Share - Earnings
Earnings per Share - Earnings per share reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule of Basic And Diluted Earnings [Line Items] | ||
Adjusted Net Income Available to Common Shareholders, Common | $ (310) | $ (52) |
Preferred Stock Dividends and Other Adjustments | 2 | 2 |
Net loss from continuing operations | $ (308) | $ (50) |
Weighted average number of shares outstanding, Basic | 207,944 | 205,093 |
Continuing operations, per basic share | $ (1.49) | $ (0.26) |
Earnings Per Share, Basic | $ (1.49) | $ (0.26) |
Weighted average number of shares outstanding, Diluted | 207,944 | 205,093 |
Continuing operations, per diluted share | $ (1.49) | $ (0.26) |
Earnings Per Share, Diluted | $ (1.49) | $ (0.26) |
Stock Options [Member] | ||
Schedule of Basic And Diluted Earnings [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
Restricted Stock and Performance Shares [Member] | ||
Schedule of Basic And Diluted Earnings [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
Earnings per Share - Earning_2
Earnings per Share - Earnings per share-anti dilutive shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,627 | 11,237 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 110 | 317 |
Restricted Stock and Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,124 | 5,527 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,393 | 5,393 |
Supplementary Financial Infor_3
Supplementary Financial Information (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued Liabilities | $ 308 | $ 307 |
Estimated Litigation Liability, Current | 280 | 147 |
Other current liabilities | 112 | 0 |
Other Sundry Liabilities, Current | 117 | 113 |
Other current liabilities | $ 817 | $ 567 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Asset Impairment Charges | $ 284 | ||
Goodwill impairment | $ 284 | $ 0 |